Information Not Deemed Confidential Sample Clauses

Information Not Deemed Confidential. Confidential Information does not include information which: (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Affiliates or Representatives in violation of this Agreement; (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party; (c) becomes available to the Receiving Party on a non-confidential basis from a Person other than the Disclosing Party who is not otherwise bound by a confidentiality agreement with the Disclosing Party, or is otherwise not under an obligation to the Disclosing Party not to transmit the information to the Receiving Party; (d) has been independently developed by the Receiving Party and the Receiving Party can so prove; or (e) the Disclosing Party has previously authorized in writing to divulge or communicate to third parties.
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Information Not Deemed Confidential. Apple works with many accessory developers and some of its products may be similar to or compete with Licensee's Proposed Products or Licensed Products. Apple may also be developing its own similar or competing accessories or may decide to do so in the future. To avoid potential misunderstandings, Apple expressly disclaims any confidentiality obligations or use restrictions, express or implied, with respect to any Other Licensee Disclosures. Licensee agrees that Other Licensee Disclosures will not be confidential even if Licensee has entered into a separate confidentiality agreement with Apple. Apple will be free to use and disclose Other Licensee Disclosures on an unrestricted basis without notifying or compensating Licensee. Licensee releases Apple from all liability and obligations that may arise from the receipt, review, use, or disclosure of Other Licensee Disclosures. Additionally, Confidential Information does not include information that: (a) is generally available to the public through no fault or breach of the recipient, (b) is independently developed by the recipient without the use of any of the other party's Confidential Information, or (c) was rightfully obtained from a third party who had the right to transfer or disclose it to the recipient without limitation.
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Information Not Deemed Confidential. As used herein, the term Confidential Information shall not include any documents or information which: (i) was known by the receiving party prior to its receipt hereunder, as evidenced by written documentation; (ii) is acquired by the receiving party from a third party which has the right to disclose such information and which is not under any obligation to maintain the same confidential; (iii) is or comes into the public domain other than by violation of a confidentiality agreement; or (iv) is released in response to a subpoena, court order, governmental authority requirement, or legal process; provided that the party requested to release such information shall, if reasonably possible, notify the party initially disclosing the information of the demand at least three (3) business days before responding to such demand.
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Information Not Deemed Confidential. The obligation of confidentiality provided for by art. 2 of this Agreement shall not apply to either Party's Proprietary Information which: a) at the date of the disclosure is or becomes within the public domain through no fault of the Receiving Party or no act of the Receiving Party in breach of this Agreement; b) was lawfully in the possession of the Receiving Party prior to its disclosure hereunder and the Receiving Party can so prove; c) was disclosed to the Receiving Party by a third party having the right to do so and without any restriction on use or disclosure and the Receiving Party can so prove; d) has been independently developed by the Receiving Party and the Receiving Party can so prove; e) the Receiving Party is legally requested to disclose by any Authority, provided that in such a case the Receiving Party promptly provides the Disclosing Party with a written notice so that the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement; f) the Disclosing Party has previously authorized in writing to divulge or communicate to third parties.
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Information Not Deemed Confidential. This Agreement shall not apply to any portion of the Confidential Information (a) the Recipient proves it derived from information in the public domain or without assistance of or reference to anything disclosed through the Confidential Information; or (b) becomes a part of the public domain through no fault of the Recipient; or (c) the Recipient proves was in its possession prior to the disclosure of the Confidential Information by the Discloser; or (d) the Recipient acquires outside of the relationship between the parties to this Agreement, from a third party that is lawfully in possession of such Confidential Information and under no obligation of confidence to a disclosing party.
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Information Not Deemed Confidential. This section does not apply to any information that (1) is already lawfully in the receiving Party’s possession (unless received pursuant to a nondisclosure agreement); (2) is or becomes generally available to the public through no fault of the receiving Party; (3) is disclosed to the receiving Party by a third party who may transfer or disclose such information without restriction; (4) is disclosed by the receiving Party with the disclosing Party’s approval; and (5) is independently developed by the receiving Party without any use of confidential information. Nothing in this section shall restrict disclosure by either Party required by any applicable law, or regulation, pursuant to subpoena, or the order of any court or administrative agency having jurisdiction regarding such matters. However, either Party shall promptly upon receiving notice of any requested disclosure, and prior to any disclosure, notify the other in writing, providing all information and assistance for such Party to defend its rights hereunder.
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Information Not Deemed Confidential. Confidential Information does not include information which: (i) is or becomes generally available to the public other than as a direct or indirect result of an intentional or inadvertent disclosure by the Recipient Party or any of its representatives, or anyone to whom the Recipient Party or any of its representatives transmits the information; (ii) was available to the Recipient Party prior to its disclosure to the Recipient Party by the Disclosing Party or any of the Disclosing Party’s representatives, provided that such information is not known to the Recipient Party to be subject to another confidentiality agreement with, or other obligation of secrecy to, the Disclosing Party or another party; (iii) becomes available to the Recipient Party from a source other than the Disclosing Party or any of the Disclosing Party’s representatives, provided that such source is not known to the Recipient Party to be subject to another confidentiality agreement with, or other obligation of secrecy to, the Disclosing Party or another party; or (iv) is independently developed by the Recipient Party, other than in connection with this Agreement.
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Information Not Deemed Confidential. This Agreement shall not apply to any portion of Disclosing Party’s Confidential Information that (a) Dentcubator proves that Dentcubator derived from information in the public domain or without assistance of, or reference to, anything disclosed as part of Disclosing Party’s Confidential Information; (b) becomes a part of the public domain through no fault (either by act or omission) of Dentcubator; (c) Dentcubator proves was in Dentcubator’s possession prior to the disclosure of Disclosing Party’s Confidential Information by Disclosing Party; (d) Dentcubator acquires, outside of the relationship between the parties to this Agreement, from a third party that is lawfully in possession of such portion of Disclosing Party’s Confidential Information and under no obligation of confidence to Disclosing Party; or (e) is independently developed by Dentcubator without breach of this Agreement.
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Related to Information Not Deemed Confidential

  • Information Confidential As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

  • E4 Confidential Information Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:

  • Unauthorised Use of Confidential Information The Supplier/Service Provider shall not authorise any party to act on or use in any way any Confidential Information belonging to Transnet whether or not such party is aware of such Confidential Information, and shall promptly notify Transnet of the information if it becomes aware of any party so acting, and shall provide Transnet the information with such assistance as Transnet reasonably requires, at Transnet’s cost and expense, to prevent such third party from so acting.

  • Use of Confidential Information 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”. 7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement. 7.3 The Receiving Party shall: (a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party; (b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information; (c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein; (d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and (e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User). 7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.

  • HANDLING OF CONFIDENTIAL INFORMATION The Company agrees to undertake the following in relation to IHiS’ Confidential Information: to maintain the same in confidence and to use it only for the Purpose and for no other purpose; not to make any commercial use thereof; not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS; not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b); not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS; not to disclose the Confidential Information whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that: such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwise) not to disclose the same or to use the same otherwise than for the Purpose; and the Company shall enforce such obligations at its expense, and to such extent as may be required by IHiS, in the event of a breach thereof that relates to IHiS' Confidential Information; to ensure the compliance to this NDA (including sub-clauses (a) to (f) above) on the part of its Representatives to whom Confidential Information is disclosed; and to apply to the Confidential Information no lesser security measures and degree of care than those which the Company applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company warrants as being adequate protection of such information from unauthorised disclosure, copying or use. The Company, as the principal party, shall be responsible and held liable for any breach of this NDA by any of its Representatives. If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information, unless otherwise agreed by IHiS in writing. The Company shall immediately notify IHiS of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or use. Notwithstanding the foregoing, the Company shall be entitled to make any disclosure of the Confidential Information as required by law, but shall give IHiS not less than TWO (2) business days' notice of such disclosure and shall consult with IHiS prior to such disclosure with a view to avoiding such disclosure, if legally possible.

  • Maintaining Confidential Information Executive reaffirms his obligations under the Confidentiality Agreement. Executive acknowledges and agrees that the payments provided in Section 3 above shall be subject to Executive’s continued compliance with Executive’s obligations under the Confidentiality Agreement.

  • Release of Confidential Information No Party shall release or disclose Confidential Information to any other person, except to its Affiliates (limited by FERC Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be considering providing financing to or equity participation with Developer, or to potential purchasers or assignees of a Party, on a need-to-know basis in connection with this Agreement, unless such person has first been advised of the confidentiality provisions of this Article 22 and has agreed to comply with such provisions. Notwithstanding the foregoing, a Party providing Confidential Information to any person shall remain primarily responsible for any release of Confidential Information in contravention of this Article 22.

  • Return of Confidential Information Subject to Section 4.2(e) of this Agreement, upon the request of a party, the other party shall return all Confidential Information to the other; provided, however, (i) each party shall be permitted to retain copies of the other party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and (ii) neither party will be required to search archived electronic back-up files of its computer systems for the other party’s Confidential Information in order to purge the other party’s Confidential Information from its archived files; provided further, that any Confidential Information so retained will (x) remain subject to the obligations and restrictions contained in this Agreement, (y) will be maintained in accordance with the retaining party’s document retention policies and procedures, and (z) the retaining party will not use the retained Confidential Information for any other purpose.

  • Confidential Information; Non-Disclosure In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

  • Trade Secrets and Confidential Information (i) Executive represents and warrants that Executive (A) is not subject to any legal or contractual duty or agreement that would prevent or prohibit Executive from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (B) is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. (ii) Executive agrees that Executive will not (A) use, disclose or reverse engineer Trade Secrets or Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (B) during Executive’s employment with the Company, use, disclose or reverse engineer (1) any confidential information or trade secrets of any former employer or third party or (2) any works of authorship developed in whole or in part by Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (C) upon Executive’s resignation or termination with the Company (1) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Executive’s possession or control or (2) destroy, delete or alter Trade Secrets or Confidential Information without the Company’s prior written consent. (iii) The obligations under this Section 8 shall remain in effect as long as Trade Secrets and Confidential Information constitute trade secrets or confidential information under applicable law. The confidentiality, property and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws and laws concerning fiduciary duties.

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