Common use of Maintaining Confidentiality Clause in Contracts

Maintaining Confidentiality. A party receiving Confidential Information (“Recipient”) from the other party (“Discloser”) agrees to keep such Confidential Information in the strictest confidence, in the manner set forth below: 12.2.1 Except as expressly permitted by this Agreement, the Recipient shall not copy, modify, enhance, compile or assemble (or reverse compile or disassemble), or reverse engineer Confidential Information or any thing containing or embodying Confidential Information and shall not, directly or indirectly, disclose, divulge, reveal, report or transfer such Confidential Information of the other to any third party or to any individual employed by Licensor or Licensee, other than an employee of Licensor or Licensee having a need to know such Confidential Information and who has executed a confidentiality agreement in substantially the form hereof. 12.2.2 Except as expressly permitted by this Agreement, Recipient shall not use any Confidential Information of the Discloser or the concepts therein for its own benefit or for the benefit of a third party or for any purpose other than the purpose for which such Confidential Information is being disclosed. 12.2.3 Recipient shall not remove any proprietary legends or notices, including copyright notices, appearing on or in the Confidential Information of the Discloser. 12.2.4 Recipient shall take appropriate action with respect to each and every person permitted access to any Confidential Information of the Discloser to ensure that each such person complies with the confidentiality provisions hereof. Recipient shall use its best efforts to enforce the proprietary rights of the Discloser and the Discloser’s vendors, licensors, and suppliers (including but not limited to seeking injunctive relief where reasonably necessary) against any person who has possession of or discloses Confidential Information in a manner not permitted by this Agreement. 12.2.5 Any materials which are or which relate to or derive from any Confidential Information shall be kept confidential and all such materials shall be returned to the Discloser or destroyed upon satisfaction of the purpose for the disclosure of such information. 12.2.6 The parties may disclose Confidential Information to their attorneys in the course of representation on a matter reasonably requiring the attorneys to receive the Confidential Information and also may disclose Confidential Information to their certified public accountants to the extent necessary to enable those accountants to prepare financial statements or reports required by applicable law. 12.2.7 In the event that any demand is made in litigation, or other proceeding for disclosure of Confidential Information, Recipient shall assert this Agreement as a ground for refusing the demand, shall not disclose the Confidential Information, and, if necessary, shall seek a protective order or other appropriate relief to prevent or restrict and protect any disclosure of Confidential Information.

Maintaining Confidentiality. A Each party receiving agrees to maintain the confidentiality of the Confidential Information, and not to sell, give, assign, transfer or otherwise disclose the other Party's Confidential Information to any third party (“Recipient”including, without limitation, any sales agent, distributor or other reseller of DIRECTV programming or equipment) from other than (a) its employees, attorneys, independent certified public accountants or other advisors who need to know the Confidential Information for purposes related to this Agreement, (b) to the extent necessary to comply with applicable law or the valid order of a court of competent jurisdiction or governmental agency, in which event the disclosing party shall so notify the other party as promptly as practicable (“Discloser”and, if possible, prior to making any disclosure) and shall seek confidential treatment of such information, or in connection with any arbitration proceeding, and (c) to enforce any of its rights pursuant to this Agreement. Each party agrees that it and any person to keep such whom the Confidential Information in is rightfully disclosed hereunder will use the strictest confidenceConfidential Information only for purposes related to the performance of this Agreement. All Confidential Information, in including Nucentrix Customer Lists, is and shall remain the manner set forth below: 12.2.1 Except property of the party owning such information as expressly permitted by of the Effective Date. The list(s) of Converted Subscribers shall be, and following the termination of this Agreement shall remain, the sole and exclusive property of Pegasus. Within ten (10) days after the expiration or termination of this Agreement, the Recipient Pegasus and Nucentrix shall not copy, modify, enhance, compile or assemble (or reverse compile or disassemble), or reverse engineer Confidential Information or any thing containing or embodying Confidential Information and shall not, directly or indirectly, disclose, divulge, reveal, report or transfer such return all Confidential Information of the other party (and all copies thereof) to any third such party with an officer's certificate certifying that all such information and copies have been returned. Each party agrees that a breach of these obligations of confidentiality or to any individual employed by Licensor or Licensee, other than an employee restrictions on the use of Licensor or Licensee having a need to know such Confidential Information will result in the substantial likelihood of irreparable harm and who has executed a confidentiality agreement in substantially injury to the form hereof. 12.2.2 Except as expressly permitted by this Agreementother party, Recipient shall not use any Confidential Information of the Discloser or the concepts therein for its own benefit or for the benefit of a third party or for any purpose other than the purpose for which such Confidential Information is being disclosed. 12.2.3 Recipient shall not remove any proprietary legends or notices, including copyright notices, appearing on or in the Confidential Information of the Discloser. 12.2.4 Recipient shall take appropriate action with respect to each and every person permitted access to any Confidential Information of the Discloser to ensure that each such person complies with the confidentiality provisions hereof. Recipient shall use its best efforts to enforce the proprietary rights of the Discloser and the Discloser’s vendors, licensorsmonetary damages alone would be an inadequate remedy, and suppliers (including but which damages are difficult to accurately measure. Accordingly, each party agrees that the other party shall have the right, in addition to, and not limited in lieu of, any other remedies available, to seeking obtain immediate injunctive relief where reasonably necessary) against any person who has possession as well as other equitable relief allowed by the federal and state courts. Without limiting the generality of Section 15.3, the provisions of this Section 9 shall survive the expiration or discloses Confidential Information in a manner not permitted by this Agreement. 12.2.5 Any materials which are or which relate to or derive from any Confidential Information shall be kept confidential and all such materials shall be returned to the Discloser or destroyed upon satisfaction termination of the purpose for the disclosure of such information. 12.2.6 The parties may disclose Confidential Information to their attorneys in the course of representation on a matter reasonably requiring the attorneys to receive the Confidential Information and also may disclose Confidential Information to their certified public accountants to the extent necessary to enable those accountants to prepare financial statements or reports required by applicable law. 12.2.7 In the event that any demand is made in litigation, or other proceeding for disclosure of Confidential Information, Recipient shall assert this Agreement as a ground for refusing the demand, shall not disclose the Confidential Information, and, if necessary, shall seek a protective order or other appropriate relief to prevent or restrict and protect any disclosure of Confidential Informationindefinitely.

Maintaining Confidentiality. A party receiving Board Member shall not divulge, disclose, provide or disseminate, in any manner to any person or entity at any time, the Confidential Information (“Recipient”) from the other party (“Discloser”) agrees to keep such Confidential Information described in the strictest confidence, in the manner set forth below: 12.2.1 Except as expressly permitted by Article 2 of this Agreement, Confidential Information which may affect the Recipient shall not copyMission of Book Fairies or matters relating to the Mission of Book Fairies without Book Fairies' express consent in writing. Board Member agrees to maintain security measures to safeguard the Confidential Information. Pursuant to such maintenance, modifyBoard Member shall: (i) attempt in every reasonable way to prevent intentional or unintentional unauthorized use or disclosure of Confidential Information and Book Fairies Records; (ii) promptly notify Book Fairies of an unauthorized use, enhance, compile copying or assemble (or reverse compile or disassemble), or reverse engineer disclosure of Confidential Information or any thing containing or embodying Book Fairies Records; and (iii) assist Book Fairies in every reasonable way to retrieve wrongfully disclosed Confidential Information and shall not, directly or indirectly, disclose, divulge, reveal, report or transfer such Confidential Information of the other to any third party or to any individual employed by Licensor or Licensee, other than an employee of Licensor or Licensee having a need to know such Confidential Information and who has executed a confidentiality agreement in substantially the form hereof. 12.2.2 Except as expressly permitted by this Agreement, Recipient shall not use any Confidential Information of the Discloser or the concepts therein for its own benefit or for the benefit of a third party or for any purpose other than the purpose for which such Confidential Information is being disclosed. 12.2.3 Recipient shall not remove any proprietary legends or notices, including copyright notices, appearing on or in the Confidential Information of the Discloser. 12.2.4 Recipient shall take appropriate action with respect to each and every person permitted access to any Confidential Information of the Discloser to ensure that each such person complies with the confidentiality provisions hereof. Recipient shall use its best efforts to enforce the proprietary rights of the Discloser and the Discloser’s vendors, licensors, and suppliers (including but not limited to seeking injunctive relief where reasonably necessary) against any person who has possession of or discloses Confidential Information in a manner not permitted by this Agreement. 12.2.5 Any materials which are or which relate to or derive from any Confidential Information shall be kept confidential and all such materials shall be returned to the Discloser or destroyed upon satisfaction of the purpose for the disclosure of such information. 12.2.6 The parties may disclose Confidential Information to their attorneys in the course of representation on a matter reasonably requiring the attorneys to receive the Confidential Information and also may disclose Confidential Information to their certified public accountants to the extent necessary to enable those accountants to prepare financial statements or reports required by applicable law. 12.2.7 In the event that any demand is made in litigationInformation, or other proceeding for disclosure Book Fairies Records, and/or terminate unauthorized use or disclosure. Moreover, Board Member shall adhere to following measures to comply with their confidentiality obligations herein: (a) Take reasonable steps to maintain the secrecy of Confidential Information, Recipient shall assert this Agreement including, but not limited to, maintaining the physical security of Confidential Information by using locked drawers, computer passwords and marking documents as a ground for refusing “Confidential.”(b) Refrain from discussing Book Fairies’ Mission or its donors with anyone other than personnel or Representatives within Book Fairies. (c) Refrain from discussing the demandbusiness of Book Fairies or its donors in public places or common areas. (d) Take reasonable efforts to avoid inadvertent disclosure caused by things including, shall but not disclose the limited to, open doors, speaker phones, etc.; and(e) When destroying Book Fairies Records or documents containing Confidential Information, and, if necessary, shall seek a protective order or other take the appropriate relief steps to prevent or restrict and protect any disclosure of Confidential Informationensure that such destruction is done properly.