Institution Confidential Information Sample Clauses

Institution Confidential Information. Institution shall only disclose confidential information necessary for Company’s support of the Study. “Institution Confidential Information” shall mean and include all data and other information which are disclosed by Institution to Company, for the purposes of conducting Study which is marked as “Confidential “at the time of disclosure, or (i) in the case of oral disclosures, identified at the time of such oral disclosure as confidential and summarized in writing and marked as “Confidential” within thirty (30) days of oral disclosure; (ii) if not marked, regarded as confidential if a reasonable person in the relevant field would consider such information to be Institution’s confidential information given its content and the circumstances of the disclosure. Institution Confidential Information shall not include information to the extent that it: (i) is, or later becomes, publicly known other than through a breach of this Agreement by Company, its employees, or its agents; (ii) is lawfully made available to Company, its employees or its agents, by a third party that Company reasonably believes owes no obligation of confidentiality to Institution; or (iii) was already known to or is independently developed by Company, its employees, or its agents. During the term of this Agreement and for a period of five (5) years after its expiration or earlier termination, Company shall maintain the confidentiality of Institution Confidential Information and may not transfer or disclose Institution Confidential Information to any third party without Institution’s prior written consent other than as required by Applicable Law or as permitted pursuant to the terms of this Agreement.
Sample 1
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Institution Confidential Information. Sanofi acknowledges and agrees that any data, know-how, documents, materials or information of any type whatsoever, in whatever form or medium, whether or not marked as “confidential” and/or “proprietary”, including but not limited to, any information concerning or relating to the property, products, research, technology, and business and affairs of Institution or its Affiliates, that is disclosed or provided on behalf of Institution to Sanofi in connection with the Study, and which is not Sanofi Confidential Information shall be deemed to be confidential information of Institution (collectively, “Institution Confidential Information”). “Confidential Information” means Sanofi Confidential Information and Institution Confidential Information.
Sample 1
Institution Confidential Information. Sponsor, including its representatives or employees, shall not release, disclose or use Institution’s confidential information other than in connection with the Study unless required by law or regulation. “Institution Confidential Information” means the Protocol, all participant medical records and other data originating at Institution (including but not limited to any PHI) from which Study data is collected or generated (“Source Documents”), including without limitation of the foregoing any such information obtained by inspection or copying in connection with an audit or examination under this Agreement or any Study Addendum; any confidential or proprietary information (including all tangible and intangible embodiments thereof) concerning any Institution’s business practices (e.g., health care delivery practices, utilization data, membership or other health plan information). Institution's electronic medical record system known as KP HealthConnect™ contains confidential and proprietary information of Institution and its software licensors. Accordingly, in the event Sponsor comes into contact with KP HealthConnect™, Sponsor agrees to treat the design, functionality, features and information available in KP HealthConnect as Institution's Confidential Information, which Sponsor will hold in confidence and will not use or disclose for any purpose other than performance of the Study.
Sample 1
Institution Confidential Information. The Sponsor undertakes to keep confidential all items, explicitly marked confidential, it learned or will learn about the Institution in connection with this Agreement or the implementation of the Study and which are not publicly available. The Sponsor undertakes to also maintain confidentiality on all items, explicitly marked confidential, that the Institution will classify as secret and confidential. The Sponsor is also obliged to keep confidentiality about all items, explicitly marker confidential, that are of such a nature that they may cause damage to the Institution in case of publication, regardless of whether they have the nature of personal, business or other information. (collectively, "Institution Confidential Information"), unless compelled to do so by law. The Sponsor also must not use this Information in contravention of its purpose for its needs. The Sponsor undertakes to ensure confidentiality of the Institution Confidential Information by its employees or persons involved in the execution of the Study or performance of this Agreement. The obligation of confidentiality in the above-mentioned scope shall be without time limit, unless otherwise agreed by the Parties. 10.6
Sample 1
Institution Confidential Information. Other than provided in Section 6(e) or 6(f), during the term of this Agreement and for a period of three (3) years thereafter, Foundation will not disclose to anyone not a party to this Agreement any information provided by Institution or Investigator in any format that is marked confidential at the time it is received or which would reasonably be regarded as confidential to Institution based on the information or the circumstances surrounding the disclosure (“Institution Confidential Information”). The Parties understand that Institution Confidential Information shall not include information to the extent that such information, (i) was already known to Foundation at the time of disclosure by Institution (ii) at the time of its receipt the Institution Confidential Information is, or later becomes, available to the public through no fault of Foundation in breach of this Agreement; (iii) is independently developed by Foundation without reference to Institution Confidential Information; or (iv) is disclosed to Foundation, on a non-confidential basis, by a third party who had no obligation to the Disclosing Party not to disclose such information to others.
Sample 1

Related to Institution Confidential Information

  • 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.

  • Non-Confidential Information The term “Confidential Information” shall not include any information which: (i) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of the receiving Party, (ii) the receiving Party, through competent evidence, can demonstrate knowledge prior to disclosure, (iii) is disclosed to the receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality or (iv) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information as evidenced by the written records of the receiving Party.

  • 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.

  • 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.

  • Third Party Confidential Information Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that at all times during the term of this Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.

  • Company Confidential Information The Subscriber acknowledges that the Company is engaged in business development including programs of research and development and the marketing of products and services. The Subscriber also recognizes the importance of protecting the Company’s trade secrets, confidential information and other proprietary information and related rights acquired through such Company’s expenditure of time, effort and money. Therefore, in consideration of the Company permitting the Subscriber to submit this subscription and have access to the Company’s information and/or Company’s confidential information otherwise coming to the Subscriber, the Subscriber agrees to be bound by the following terms and conditions with respect to the Company:

  • 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.

  • Treatment of Confidential Information (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

  • Protection of Confidential Information The Servicer shall keep confidential and shall not divulge to any party, without the Seller’s prior written consent, any nonpublic information pertaining to the Mortgage Loans or any borrower thereunder, except to the extent that it is appropriate for the Servicer to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or it is otherwise in accordance with Accepted Servicing Practices.

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