General Duty of Confidentiality Sample Clauses

General Duty of Confidentiality. All business and technical information, whether in written or oral form and including, but not limited to, technical know-how, specifications, formulas, manufacturing process and quality control standards, coding systems, instructions and procedures, which either party may disclose to the other party or to any employee, agent or representative of either party, shall be received and retained by the parties and its employees, agents and representatives as strictly confidential and, except as provided for herein, may not be disclosed to any third party. The parties shall not disclose any such information to any person within its organization not having a need to know and shall only use such information in connection with the execution of this Agreement.
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General Duty of Confidentiality. I acknowledge that the Relationship creates in me a duty of trust and confidentiality to the Company with respect to the Proprietary Information or any other information: (i) related, applicable, or useful to the Company's business, including the Company's anticipated research and development; (ii) resulting from tasks assigned to me by the Company; (iii) resulting from the use of equipment, supplies, or facilities owned, leased, or contracted for by the Company; or (iv) related, applicable, or useful to the business of any of the Company's clients or customers, which may be made known to me by the Company or by such client or customer, or developed or otherwise learned by me during the course of the Relationship.
Sample 1
General Duty of Confidentiality. The Servicer and the Purchaser agree that all documentation, materials and information provided by, or made available by, the other party for or in connection with the performance of any party’s obligations hereunder shall be used solely for the purposes contemplated by this Agreement and that all such documentation, information and materials shall be deemed proprietary, and that all such information and materials shall be received, utilized and maintained in confidence; provided, that the following information is not required to be maintained in confidence: (A) any information which is or becomes generally available to the public otherwise than as a result of disclosure by the receiving party or its Affiliates or the employees or agents of either of them in violation of this Agreement, (B) any information which is already in, or subsequently comes into, the possession of the receiving party, provided that, to such receiving party’s knowledge, the source of such information was not under an obligation to keep such information confidential and (C) any information that the receiving party or its employees or agents have developed, or in the future develop, without the use of or reliance upon any such confidential information; provided, further, that the trustee of the Purchaser and the Rochdale Fund may disclose such information to their respective advisors, internal and external auditors, legal counsel and compliance personnel and consultants.
Sample 1
General Duty of Confidentiality. The Servicer and the Purchaser agree that all documentation, materials and information (“Transaction Information”), provided by, or made available by, the other party for or in connection with the performance of any party’s obligations hereunder shall be used for the purposes contemplated by this Agreement and that all such documentation, information and materials shall be deemed proprietary and shall be received, utilized and maintained in confidence; provided, that the following information is not required to be maintained in confidence: (A) any Transaction Information which is or becomes generally available to the public otherwise than as a result of disclosure by the receiving party or its Affiliates or the employees or agents of either of them in violation of this Agreement, (B) any 16 Transaction Information which is already in, or subsequently comes into, the possession of the receiving party, provided that, to such receiving party’s knowledge, the source of such Transaction Information was not under an obligation to keep such Transaction Information confidential and (C) any Transaction Information that the receiving party or its employees or agents have developed, or in the future develop, without the use of or reliance upon any such Transaction Information. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
Sample 1

Related to General Duty of Confidentiality

  • Duty of Confidentiality I agree at all times, both during and after my employment with the Company, to hold all of the Company’s Trade Secret and Proprietary Information in a fiduciary capacity for the benefit of the Company and to safeguard all such Trade Secret and Proprietary Information. I also agree that I will not directly or indirectly disclose or use any such Trade Secret and Proprietary Information to any third person or entity outside the Company, except as may be necessary in the good faith performance of my duties for the Company. I further agree that, in addition to enforcing this restriction, the Company may have other rights and remedies under the common law or applicable statutory laws relating to the protection of trade secrets. Notwithstanding anything in this Agreement to the contrary, I understand that I may disclose the Company’s Trade Secret and Proprietary Information to the extent required by applicable laws or governmental regulations or judicial or regulatory process, provided that I give the Company prompt notice of any and all such requests for disclosure so that it has ample opportunity to take all necessary or desired action, to avoid disclosure.

  • Duty of Confidence Subject to the other provisions of this Article 11:

  • Obligation of Confidentiality In performing consulting services under this Agreement, Consultant may be exposed to and will be required to use certain “Confidential Information” (as hereinafter defined) of the Company. Consultant agrees that Consultant will not and Consultant’s employees, agents or representatives will not, use, directly or indirectly, such Confidential Information for the benefit of any person, entity or organization other than the Company, or disclose such Confidential Information without the written authorization of the President of the Company, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information.

  • Breach of Confidentiality The Parties agree that the disclosure of the Disclosing Party’s Proprietary Information in violation of this Agreement may cause the Disclosing Party irreparable harm and that any breach or threatened breach of this Agreement by the Receiving Party entitles disclosing Party to seek injunctive relief, in addition to any other legal or equitable remedies available to it, in any court of competent jurisdiction. For clarity, such disputes shall not be subject to Article XIII.

  • Duration of Confidentiality The provisions of this Article XIII shall apply during the term of this Agreement and for two years following termination of this Agreement pursuant to Section 14.1, and shall continue to apply to any Member who withdraws, who is deemed to have withdrawn, or who Transfers its Ownership Interest, for two years following the date of such occurrence.

  • Covenant of Confidentiality All documents, records, files, manuals, forms, materials, supplies, computer programs, trade secrets and other information which comes into EXECUTIVE's possession from time to time during EXECUTIVE's employment by COMPANY and/or any of COMPANY's subsidiaries or affiliates, shall be deemed to be confidential and proprietary to COMPANY and shall remain the sole and exclusive property of COMPANY. EXECUTIVE acknowledges that all such confidential and proprietary information is confidential and proprietary and not readily available to COMPANY's business competitors. On the effective date of the termination of the employment relationship or at such other date as specified by COMPANY, EXECUTIVE agrees that he will return to COMPANY all such confidential and proprietary items (including, but not limited to, Company marketing material, business cards, keys, etc.) in his control or possession, and all copies thereof, and that he will not remove any such items from the offices of COMPANY.

  • Survival of Confidentiality The undertakings and representations made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

  • Obligation to Maintain Confidentiality The Executive acknowledges that the continued success of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s prior, current or potential business and (ii) not generally or publicly known. Therefore, the Executive agrees not to disclose or use for the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the Company, upon request, all memoranda, notes, plans, records, reports and other documents (including copies thereof and electronic media) relating to the business of the Company (including, without limitation, all Confidential Information) that the Executive may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

  • Term of Confidentiality The obligations of this Article 5 shall continue for a period of **** following the expiration or termination of this Agreement.

  • Noncompetition and Confidentiality (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company.

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