Limitations on Confidential Information. (a) Notwithstanding Section 11.2(b) and Section 11.3(b), from and after the Closing, Seller Confidential Information and Buyer Confidential Information may be disclosed if required by any Governmental Authority or court or otherwise by Law; provided, however, that: (i) such Seller Confidential Information and Buyer Confidential Information is submitted under any and all applicable provisions for confidential treatment and (ii) if the disclosing Party is permitted to do so, the other Party is given written notice of the requirement for disclosure promptly after such disclosure is requested, so that it may take whatever action it deems appropriate, including intervention in any proceeding and seeking a protective order or an injunction, to prohibit such disclosure. If Seller Confidential Information or Buyer Confidential Information is disclosed under the provisions of this Section 11.4(a), the disclosing Party shall notify the other Party of the same in writing not later than five (5) Business Days following the disclosure.
(b) Each Party hereby agrees that from and after the Closing it will not make any use of any Seller Confidential Information or Buyer Confidential Information, as applicable, received pursuant to this Agreement, except in connection with the transactions contemplated by this Agreement and the other Transaction Documents, unless specifically authorized to do so in writing by the other Party, and this Agreement shall not be construed as a license or authorization to either Party to utilize Seller Confidential Information or Buyer Confidential Information, as applicable, except for such purpose.
(c) From and after the Closing, upon a Party’s request, the other Party shall return or destroy as promptly as practicable, but in a period not to exceed ten (10) Business Days, (i) all Seller Confidential Information or Buyer Confidential Information (as applicable) provided to such Party, as appropriate, including all copies of such Seller Confidential Information, or Buyer Confidential Information (as applicable) and (ii) all notes or other documents in digital or other format in their possession or in the possession of other persons to whom Seller Confidential Information or Buyer Confidential Information (as applicable) was properly provided by such Party. Non-destruction of electronic copies of materials or summaries containing or reflecting Seller Confidential Information or Buyer Confidential Information (as applicable) that are automaticall...
Limitations on Confidential Information. For the duration of this Agreement, Provider agrees that access to Recipient Confidential Information that is received from any member of the Recipient Group during the course of the performance of this Agreement shall be (i) limited to only those employees of the Provider Group that are providing Services under this Agreement and who have been informed of the obligations and restrictions under this Section 4.03; (ii) used only for the purpose of providing Services pursuant to this Agreement; and (iii) shall otherwise be kept strictly confidential by all members of the Provider Group, except that Provider may share, to the extent necessary to provide Services pursuant to this Agreement, such information to any member of the Provider Group or to any third Person who may have a need to know such information for purposes of providing the Services; provided, that any such member of the Provider Group or third-Person service provider shall have agreed to be bound by this Section 4.03 and shall be liable for any breaches of this Section 4.03 by any member of the Provider Group or third-Person service provider. The obligations under this Section 4.03 shall not apply to (i) information that is already in the possession of employees of the Provider Group; (ii) information that becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by any member of the Provider Group; or (iii) information that becomes available to any member of the Provider Group on a non-confidential basis from a source other than any member of the Recipient Group; provided, that such source is not known by any member of the Provider Group, after reasonable inquiry, to be subject to an obligation of confidentiality or other obligation of secrecy to Recipient.
Limitations on Confidential Information. Confidential Information does not include information that is:
6.2.1. Publicly known at the time of disclosure or subsequently becomes publicly known through no fault of HQI;
6.2.2. Discovered or created by HQI before disclosure by Hospital;
6.2.3. Learned by HQI through legitimate means other than from Hospital or Hospital representatives; or
6.2.4. Disclosed by HQI with Hospital’s prior written approval.
Limitations on Confidential Information. Notwithstanding Section 8.1 hereof, Employee shall have no obligations with respect to any Confidential Information which (a) is or becomes within the public domain through no act of the Employee in breach of this Agreement, (b) is lawfully received from another source subsequent to the date of this Agreement without any restriction on use or disclosure, ( c) is deemed in writing by the Company no longer to be Confidential Information, or (d) is required to be disclosed by order of any court of competent jurisdiction or other governmental authority (provided in such latter case, however, that the Employee shall timely inform the Company of all such legal or governmental proceedings so that the Company may attempt by appropriate legal means to limit such disclosure, and the Employee shall further use its best reasonable efforts to limit the disclosure and maintain confidentiality to the maximum extent possible).
Limitations on Confidential Information. The Confidential Information shall not include and the neither party shall have any obligations with respect to any Business Information, Computer Software or Technology which:
(a) is disclosed to either party by a third party who is acting independently and at arm’s length from the Recipient or Xxxxx, as the case may be, and without knowledge of the contents of this agreement and who acquires and delivers the information lawfully and without breach of any agreement, patent or copyright owned by Xxxxx or the Recipient;
(b) has been, is being or will be developed by the Recipient or Xxxxx independently of the Confidential Information gained pursuant to this agreement, but only in circumstances whereby either party can provide to the other party, on demand, evidence of the independence of such development which would be in a form and of a nature acceptable to a Canadian court of law, or
(c) is already in the public domain or becomes so, other than through a breach of this agreement. The burden of proving that any of the foregoing exclusions in this paragraph 2 apply shall be on the party asserting that the exclusion applies.
Limitations on Confidential Information. Confidential Information shall not include the information which: • The CONSULTANT knows at the time of disclosure, free of any obligation to keep it confidential, as evidenced by written records; • Is or becomes publicly available through authorized disclosure; • Is independently developed by the CONSULTANT without the use of any Confidential Information; or • The CONSULTANT rightfully obtains from a third party who has the right to transfer or disclose it. If any portion of any Confidential Information falls within any of the above exceptions, the remainder of the Confidential Information shall continue to be subject to the requirements of this Agreement.
Limitations on Confidential Information. The term "Confidential Information" does not include any information which:
a. Is or becomes generally available to or known by the public (other than as a result of a disclosure directly or indirectly by the Reviewing Party);
b. Is independently developed by the Reviewing Party without breach of this agreement;
c. Was in possession of the Reviewing Party without restriction prior to the date of this agreement;
d. Is disclosed by the Reviewing Party with the Disclosing Party’s prior written approval;
e. Is lawfully received by the Reviewing Party without restriction from a third party who obtained the Confidential Information other than as a result of a breach of any confidentiality obligation; or,
f. Is disclosed by the Reviewing Party pursuant to judicial action or governmental regulations, provided that the Reviewing Party gives advance notices to the Disclosing Party prior to such disclosure and the Reviewing Party cooperates with the Disclosing Party in the event that the Disclosing Party elects legally to contest and avoid such disclosure.
Limitations on Confidential Information. Confidential Information shall not include information, which: (a) the Receiving Party knows at the time of disclosure, free of any obligation to keep it confidential, as evidenced by written records; (b) is or becomes publicly available through authorized disclosure; (c) is independently developed by the receiving party without the use of any Confidential Information; or (d) the Receiving Party rightfully obtains from a third party who has the right to transfer or disclose it. If any portion of any Confidential Information falls within any of the above exceptions, the remainder of the Confidential Information shall continue to be subject to the requirements of this Agreement.
Limitations on Confidential Information. Confidential Information shall not include any information that (i) is already known by the recipient party or its affiliates, and is free of any obligation to keep it confidential, (ii) is or becomes publicly known through no wrongful act of the receiving party or its affiliates, (iii) is received by the receiving party from a third party without any restriction on confidentiality, (iv) is independently developed by the receiving party or its affiliates, (v) is disclosed to third parties by the disclosing party without any obligation of confidentiality, or
Limitations on Confidential Information. For the duration of this Agreement, Provider agrees that access to Recipient Confidential Information that is received from any member of the Recipient Group during the course of the performance of this Agreement shall be (i) limited to only those employees of the Provider Group that are providing Services under this Agreement and who have been informed of the obligations and restrictions under this Article IV; (ii) used only for the purpose of providing Services pursuant to this Agreement; and (iii) shall otherwise be kept strictly confidential by all members of the Provider Group, except that Provider may share, to the extent necessary to provide Services pursuant to this Agreement, such information to any member of the Provider Group or to any third Person who may have a need to know such information for purposes of providing the Services; provided, that any such member of the Provider Group or Third-Party Service Provider shall have agreed to be bound by this Article IV and Provider shall be liable for any breaches of this
