Limitations to Confidentiality Sample Clauses

Limitations to Confidentiality. The clients have been made aware that there are certain times when the Collaborative Family Professional may disclose or are required to disclose information. These include reporting suspicions of child abuse to the Children’s Aid Society; reporting information that suggests an actual or potential danger to human life or safety to the appropriate authorities; providing information to the courts as directed through subpoena, search warrant, or other legal order; for research or educational purposes on an anonymous basis.
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Limitations to Confidentiality. Nothing in this Article VI shall prohibit or limit a party's use of information that the disclosing party can prove was (i) within the public domain through no fault of or action by the disclosing party; (ii) previously known to the disclosing party; (iii) independently developed by the disclosing party; or (iv) rightfully received by the disclosing party from a third party that had no duty of confidentiality. In accordance with the terms of this Agreement, each party agrees to exercise the same degree of care used to protect information of a similar nature that it does not permit to be disclosed outside of its own company.
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Limitations to Confidentiality. The clients have been made aware that there are certain times when the Collaborative Family Professional is required to disclose information. Information will be disclosed to appropriate authorities if the Collaborative Family Professional deems there is risk of harm to self or another person, or as required by law. The service record shall remain the property of the Collaborative Family Professional. Information obtained about persons served will be used for the Collaborative process, payment collection and at times, satisfaction surveys. Non-identifying information may be used for statistical, research or teaching purposes without identifying information.
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Limitations to Confidentiality. Your information may not be disclosed without your explicit verbal or written consent, with the following legally mandated or legally permitted exceptions:
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Limitations to Confidentiality. Notwithstanding the above provisions of Paragraph 4: (i) The mediator may discuss the mediation and any information disclosed by the parties in mediation on an “off-the-record” basis with the parties’ attorneys and any third-party advisors or experts engaged by the parties or either of them for the purpose of resolving the matters in issue. (ii) The mediator may disclose to others information regarding the mediation with the written consent of both parties. (iii) The mediator will disclose otherwise confidential information where required by law (e.g., where the mediator suspects child abuse or neglect or where the information suggests an actual or potential threat to life or safety) or where the mediator is ordered to do so by judicial authority. (iv) Facts that are otherwise discoverable are not made confidential because they are discussed during this mediation.
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Limitations to Confidentiality. The law protects the relationship between a client and a psychotherapist, and information cannot be disclosed without written permission. However, there are exceptions. These exceptions include:
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Limitations to Confidentiality. Notwithstanding paragraph 6 above, a. The Mediator may discuss any information disclosed by the Participants in mediation on an "off the record" basis with the Participants' attorneys and any third-party advisers or experts engaged by either of the Participants for the purpose of resolving the matters in dispute. Information from private therapeutic providers shall require Confidentiality Re- leases. b. The Mediator may disclose information to any third party if the Participants agree; c. The Mediator will disclose otherwise confidential information when required by law (e.g., when the Mediator suspects child or elder abuse, or when the information suggests an actual or potential threat to life or safety), or when ordered to do so by judicial authority (e.g., on public policy grounds), or as may be necessary to defend against any claim against Mediator; d. The Mediator may disclose non-identifying information for the purpose of mediation re- search or educational presentations; and e. This agreement to mediate, and any written agreement made and executed by the Par- ticipants arising out of the mediation, may be used in any related legal proceeding, un- less the Participants have agreed to the contrary in writing.
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Limitations to Confidentiality. Section 11.01 shall not apply to the extent that:‌ (a) such information was in the possession of the Party making the disclosure, without obligation of confidentiality, prior to its disclosure; or (b) such information was obtained from a third-party without obligation of confidentiality; or (c) such information was already in the public domain at the time of disclosure otherwise than through a breach of this Main Agreement; or (d) such information was independently developed without access to the other Party’s Confidential Information.
Sample 1
Limitations to Confidentiality. Notwithstanding paragraph 4 above: (a) Unless he is asked to keep the information in confidence at the time the information is provided, the mediator may disclose, to the other party, wholly or in part, any information provided by one of the parties in a private session or caucus, which in the mediator’s sole judgment is relevant to the resolution of the matters at issue; (b) The confidentiality shall not apply to documents originally prepared for a purpose other than this mediation, such as tax returns, bank statements, financial statements, etc. even if those documents are used or referred to in the mediation; (c) The mediator may discuss the mediation and any information disclosed by the parties in mediation with the parties’ lawyers and any third party advisers or experts engaged by the parties or either of them for the purpose of resolving the matters in issue; (d) The mediator may disclose or discuss the mediation in a way that does not identify the parties for the purpose of mediation research or education; (e) The mediator will only disclose otherwise confidential information where required by law, or where the information suggests an actual or potential threat to life or safety; or where ordered to do so by judicial authority; (f) If one or both parties: (i) make a formal complaint regarding the mediator; or (ii) refuses to pay his or her share of the mediator’s account, necessitating the mediator to take steps to recover payment, that party or parties will be deemed to have waived his or her rights to confidentiality pursuant to the terms of this agreement. The mediator will not, however, be at liberty to disclose any substantive information relating to the other party who has not so waived his or her rights. (g) This agreement or a true copy thereof may be introduced into evidence in any court proceeding in which any person seeks the disclosure of the information which is the subject of this agreement, for the purpose of protecting the confidentiality of such information.
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Related to Limitations to Confidentiality

  • Exceptions to Confidentiality The Receiving Party’s obligations set forth in this Agreement shall not extend to any Confidential Information of the Disclosing Party: (a) that is or hereafter becomes part of the public domain (other than as a result of a disclosure by the Receiving Party or its Recipients in violation of this Agreement); (b) that is received from a Third Party without restriction on disclosure and without, to the knowledge of the Receiving Party, breach of any agreement between such Third Party and the Disclosing Party; (c) that the Receiving Party can demonstrate by competent evidence was already in its possession without any limitation on disclosure prior to its receipt from the Disclosing Party; (d) that is generally made available to Third Parties by the Disclosing Party without restriction on disclosure; or (e) that the Receiving Party can demonstrate by competent evidence was independently developed by the Receiving Party without use of or reference to the Confidential Information.

  • Exceptions to Confidentiality Obligations 4.1 This Agreement imposes no obligation upon the Recipient with respect to the City’s Confidential Material received hereunder that (a) the Recipient can promptly demonstrate with documentary evidence was already legitimately known to the Recipient without a duty of confidentiality prior to the disclosure thereof by the City, (b) is lawfully received by the Recipient from a third party, other than a supplier introduced to the Recipient by the City, without a duty of confidentiality, (c) has become general public knowledge through no act or fault on the part of the Recipient or the Recipient’s Team, or (d) the Recipient can promptly demonstrate with documentary evidence was independently developed by or for the Recipient without the use of any Confidential Material.

  • Exceptions to Confidential Information The obligations set forth in Section 13.1 (Confidential Information) shall not apply to the extent that Confidential Information includes information which is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental, investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

  • Duration of Confidentiality All obligations of confidentiality and non-use imposed upon the parties under this Agreement shall expire ten (10) years after the expiration or earlier termination of this Agreement; provided, however, that Confidential Information which constitutes the trade secrets of a party shall be kept confidential indefinitely, subject to the limitations set forth in Sections 9.4 through 9.5.

  • Indemnification Related to Confidentiality of Materials The Contractor will protect, defend, indemnify, and hold harmless the Department for claims, costs, fines, and attorney’s fees arising from or relating to its designation of materials as trade secret or otherwise confidential.

  • Waiver of Confidentiality The Borrower authorizes the Bank to discuss the Borrower's financial affairs and business operations with any accountants, auditors, business consultants, or other professional advisors employed by the Borrower, and authorizes such parties to disclose to the Bank such financial and business information or reports (including management letters) concerning the Borrower as the Bank may request.

  • 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. (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “Confidential Information”). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s possession, custody or control and that are related in any manner to the past, present or anticipated business of the Company. (c) For the purposes of this Section 9, “Competing Business” shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the landfills or similar facilities of the Company, Guarantor or any affiliate thereof. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

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

  • Access to Information; Confidentiality (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

  • Publicity and Confidentiality 12.1 Publicity. Partner will keep confidential and will not disclose, market or advertise to third parties the terms of this Agreement (including the fees paid hereunder). Partner or Red Hat may reference its relationship with the other, in the normal course of business including during earnings calls, discussions with analysts, meetings with the press, customer briefings, general marketing activities and in regulatory filings. Neither Party will issue formal press releases or other similar activities referencing the other Party without the written consent of the other Party.

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