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:
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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:
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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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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 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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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.

  • Use of Confidential Information The parties agree that during the term of this Agreement and thereafter, Confidential Information is to be used solely in connection with satisfying their obligations pursuant to this Agreement, and that a party shall neither disclose Confidential Information to any third party, nor use Confidential Information for its own benefit, except as may be necessary to perform its obligations pursuant to this Agreement or as expressly authorized in writing by the other party, as the case may be. Neither party shall disclose any Confidential Information to any other persons or entities, except on a “need to know” basis and then only: (i) to their own employees and Agents (as defined below); (ii) to their own accountants and legal representatives, provided that any such representatives shall be subject to subsection(iv) below; (iii) to their own affiliates, provided that such affiliates shall be restricted in use and redisclosure of the Confidential Information to the same extent as the parties hereto. “Agents”, for purposes of this Section, mean each of the parties’ advisors, directors, officers, employees, contractors, consultants affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), or other agents. If and to the extent any Agent of the recipient receive Confidential Information, such recipient party shall be responsible for such Agent’s full compliance with the terms and conditions of this Agreement and shall be liable for any such Agent’s non-compliance.

  • Secret Processes and Confidential Information For the Employment Term and thereafter (a) the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to both the Company and the Subsidiary of any such order), directly or indirectly, other than in the regular and proper course of business of the Company and/or the Subsidiary, any confidential knowledge or information with respect to the operations or finances of the Subsidiary or the Company or any of their subsidiaries or Affiliates, or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and/or the Subsidiary, and (b) the Employee will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Company and/or the Subsidiary; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Employee. To the greatest extent possible, any Work Product (as hereinafter defined) shall be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C.A. ss. 101 et seq., as amended) and owned exclusively by the Subsidiary. The Employee hereby unconditionally and irrevocably transfers and assigns to the Subsidiary all right, title and interest the Employee may currently have or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks, service marks and other intellectual property rights. The Employee agrees to execute and deliver to the Subsidiary any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate to vest complete title and ownership of any Work Product, and all rights therein, exclusively in the Subsidiary. During the term of this Agreement and thereafter, Employee shall not take any action to disparage or criticize to any third parties any of the services of the Company and/or the Subsidiary or to commit any other action that injures or hinders the business relationships of the Company and/or the Subsidiary. All files, records, documents, memorandums, notes or other documents relating to the business of Company and/or the Subsidiary, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoever.

  • Scope of Confidential Information Executive acknowledges that the Company has developed, and will during the term of Executive’s employment continue to develop, substantial, confidential, competitively valuable information and other intangible or “intellectual property” in connection with its business, some or all of which is proprietary to the Company, (collectively, the “Confidential Information”). Without limiting the generality of the preceding sentence, Executive expressly recognizes and agrees that, subject to the remainder of this Section 5.2, the following items, and all copies, summaries, extracts or derivative works thereof, are entitled to trade secret protection and constitute Confidential Information under this Agreement, whether developed prior to the date hereof or thereafter, and whether with the assistance of Executive or otherwise: (i) the Company’s proprietary computer software, databases and lists of customers, prospects, candidates, and employees; employee applications; skills inventory sheets and similar summaries of employee qualifications, as well as employee compensation; customer ordering habits, billing rates, buying preferences, and short term needs; sales reports and analysis; (ii) employee reports and analysis; customer job orders and profit margin data; businesses processes, methods of operation and sales techniques; (iii) statistical information regarding the Company; (iv) financial information of the Company and its customers that is not publicly available; (v) specially negotiated terms and pricing with vendors and customers; (vi) research and development, business projects, strategic business plans, and strategies; products and solution services offered to customers; and (vii) any other non-public information of the Company that gives the Company a competitive advantage by virtue of it not being generally known. Notwithstanding the foregoing, the Confidential Information shall not include (a) any information which is or becomes publicly available, other than as a result of the wrongful action of Executive or his agents; (b) any information independently developed by Executive subsequent to the Date of Termination; (c) any information made available to Executive following the termination of Executive’s employment from a third party not known by Executive to be under binder of confidentiality to the Company with regard thereto or (d) any information as to which the Company specifically waives its rights hereunder pursuant to an instrument in writing.

  • 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.

  • Return of Confidential Information Upon termination or expiration of this Agreement, the Receiving Party shall return all copies of the Disclosing Party’s confidential information (with the exception of 1 archival copy for the purpose of compliance with these obligations) or remove same from all media and destroy same.

  • 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 The Executive represents and warrants that: (i) the Executive is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive from performing the Executive’s Duties for the Company or otherwise complying with this Agreement, and (ii) the Executive 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. The Executive agrees that the Executive will not: (1) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (2) during the Executive’s employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by the Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3) upon the Executive’s resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in the Executive’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this subsection A shall: (I) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (II) with regard to the Confidential Information, remain in effect during the Restricted Period. 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.

  • Access to Confidential Information Each party acknowledges that the other party, its employees or agents, may be given access to Confidential Information relating to the other parties' business or the operation of this Agreement or any negotiations relating to this Agreement.

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