Common use of Mutual Confidentiality Clause in Contracts

Mutual Confidentiality. You acknowledge and agree that neither You nor anyone acting on Your behalf has made or will make any disclosures concerning the existence or terms of this Agreement to any person or entity, including, but not limited to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) Your spouse; (b) Your attorneys, accountants or financial advisors; or (c) any court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena. If You are contacted, served or learn that You will be served with a subpoena to compel Your testimony or the production of documents concerning this Agreement or Your employment with the Company, You agree to immediately notify [Xxxx X. (Xxxxxxx) Xxx, Chief Executive Officer], by telephone. If You disclose the existence or terms of this Agreement pursuant to sub-clauses (a) or (b) of this paragraph, You shall inform such person or entity (i) of this confidentiality provision, and (ii) to maintain the same level of confidentiality required by this provision. Any breach of this provision by such person or entity shall be considered a breach by You. You may not use this Agreement as evidence, except in a proceeding in which a breach of this Agreement is alleged. The Company shall instruct the Board or other Company executive not to make any disclosures concerning the existence or terms of this Agreement to any person or entity, including, but not limited to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) the Company’s attorneys, accountants or financial advisors; (b) any employee of the Company as required to implement this Agreement; or (c) any court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena. 1 For purposes of Sections 3, 4, 5, and 6 of this Agreement, the term “Company” includes the Company, the Company’s current and former parents, subsidiaries, affiliates, and all related companies, as well as their respective officers, directors, shareholders, employees, agents, and any other representatives, any employee benefits plan of the Company, and any fiduciary of those plans.

Appears in 4 contracts

Samples: Separation Agreement, Separation Agreement (Exicure, Inc.), Separation and Release Agreement (Exicure, Inc.)

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Mutual Confidentiality. You acknowledge and agree that neither You nor anyone acting on Your behalf has made or will make any disclosures concerning the existence or terms of this Agreement to any person or entity, including, but not limited to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) Your spouse; (b) Your attorneys, accountants or financial advisors; or (c) any court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena. If You are contacted, served or learn that You will be served with a subpoena to compel Your testimony or the production of documents concerning this Agreement or Your employment with the Company, You agree to immediately notify [Xxxx X. (Xxxxxxx) XxxXxxxx Xxxxxxxx, Chief Executive Officer]CHRO, by telephone. If You disclose the existence or terms of this Agreement pursuant to sub-clauses (a) or (b) of this paragraph, You shall inform such person or entity (i) of this confidentiality provision, and (ii) to maintain the same level of confidentiality required by this provision. Any breach of this provision by such person or entity shall be considered a breach by You. You may not use this Agreement as evidence, except in a proceeding in which a breach of this Agreement is alleged. The Company shall instruct the Board Xxxxx Xxxxxxxx, CHRO or other Company executive not to make any disclosures concerning the existence or terms of this Agreement to any person or entity, including, but not limited to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) the Company’s attorneys, accountants or financial advisors; (b) any employee of the Company as required to implement this Agreement; or (c) any court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena. 1 For purposes of Sections 3, 4, 5, and 6 of this Agreement, the term “Company” includes the Company, the Company’s current and former parents, subsidiaries, affiliates, and all related companies, as well as their respective officers, directors, shareholders, employees, agents, and any other representatives, any employee benefits plan of the Company, and any fiduciary of those plans.

Appears in 3 contracts

Samples: Separation and Release Agreement (Exicure, Inc.), Separation and Release Agreement (Exicure, Inc.), Separation and Release Agreement (Exicure, Inc.)

Mutual Confidentiality. You acknowledge and agree that neither You nor anyone acting on Your behalf has made or will make any disclosures concerning the existence or terms of this Agreement to any person or entity, including, but not limited to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) Your spouse; (b) Your attorneys, accountants or financial advisors; or (c) any court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena. If You are contacted, served or learn that You will be served with a subpoena to compel Your testimony or the production of documents concerning this Agreement or Your employment with the Company, You agree to immediately notify [Xxxx X. (Xxxxxxx) XxxXxxxx Xxxxxxxx, Chief Executive Officer]CHRO, by telephone. If You disclose the existence or terms of this Agreement pursuant to sub-clauses (a) or (b) of this paragraph, You shall inform such person or entity (i) of this confidentiality provision, and (ii) to maintain the same level of confidentiality required by this provision. Any breach of this provision by such person or entity shall be considered a breach by You. You may not use this Agreement as evidence, except in a proceeding in which a breach of this Agreement is alleged. The Company shall instruct the Board Xxxxx Xxxxxxxx, CHRO or other Company executive not to make any disclosures concerning the existence or terms of this Agreement to any person or entity, including, but not limited to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) the Company’s attorneys, accountants or financial advisors; (b) any employee of the Company as required to implement this Agreement; or (c) any court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena. 1 For purposes of Sections 3, 4, 5, and 6 of this Agreement, the term “Company” includes the Company, the Company’s current and former parents, subsidiaries, affiliates, and all related companies, as well as their respective officers, directors, shareholders, employees, agents, and any other representatives, any employee benefits plan of the Company, and any fiduciary of those plans. ___________ Initials 4883-0755-0041(IL) court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena.

Appears in 3 contracts

Samples: Separation and Release Agreement (Exicure, Inc.), Separation and Release Agreement (Exicure, Inc.), Separation and Release Agreement (Exicure, Inc.)

Mutual Confidentiality. You acknowledge In the course of their relationship, the parties may disclose to each other written or electronically communicated or stored information under the Agreement which they deem confidential, including, without limitation, pricing and sales information and customer names ("Confidential Information"). Accordingly, the parties hereby agree that neither You nor anyone acting on Your behalf has made as follows: (A) each party shall not disclose Confidential Information to any other person, firm or will make any disclosures concerning corporation (for Supplier including, without limitation, affiliated corporations and separate business units) except as provided herein, and shall use the same degree of care, but not less than reasonable care, to avoid publication or dissemination of such Confidential Information as they employ with respect to their own information which they do not desire to have published or disseminated. All Confidential Information shall be retained by each party in a secure place with access limited to only such of its employees or agents (including consultants, accountants and attorneys) who need to know such information for purposes of the Agreement and each of the foregoing persons shall be informed of the existence or and terms of this Agreement section and each party hereby acknowledges and agrees that it shall be liable to the other for any breach hereunder by its employees or agents; and (B) each party shall not use any Confidential Information in connection with its own marketing or product pricing or other internal purposes except to the extent necessary to fulfill its obligations under the Agreement; and (C) each party shall not solicit or market any product to any person of the other party’s customers based upon information provided to it by the other party (whether by customer list, customer registration or entityotherwise); and (D) at the conclusion of this relationship or upon demand by the other party, includingall Confidential Information, but including marketing documents, other written notes, diagrams, memoranda, or notes taken by each party regarding Confidential Information, shall be returned to the other party or, at the request of the other party, destroyed except for one electronic copy maintained pursuant to a disaster recovery plan. The term “Confidential Information” shall not limited include, and each party shall have no obligation with respect to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, exceptinformation which: (ai) Your spouse; (b) Your attorneys, accountants or financial advisorsis already known to it; or (c) any court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena. If You are contacted, served or learn that You will be served with a subpoena to compel Your testimony or the production of documents concerning this Agreement or Your employment with the Company, You agree to immediately notify [Xxxx X. (Xxxxxxx) Xxx, Chief Executive Officer], by telephone. If You disclose the existence or terms of this Agreement pursuant to sub-clauses (a) or (b) of this paragraph, You shall inform such person or entity (i) of this confidentiality provision, and (ii) to maintain the same level is or becomes publicly known through no wrongful act of confidentiality required by this provision. Any breach of this provision by such person or entity shall be considered a breach by You. You may not use this Agreement as evidence, except in a proceeding in which a breach of this Agreement is alleged. The Company shall instruct the Board or other Company executive not to make any disclosures concerning the existence or terms of this Agreement to any person or entity, including, but not limited to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) the Company’s attorneys, accountants or financial advisors; (b) any employee of the Company as required to implement this Agreementit; or (ciii) is rightfully received from a third party without restriction and without breach of an agreement; or (iv) is independently developed by it; or (v) is approved for release by written authorization of the other party. The parties may disclose any court or government agency Confidential Information received hereunder pursuant to an official request by any applicable law, regulation or court order, provided that such government agencydisclosure will be limited to the minimum acceptable level of disclosure and that the party required to disclose such information will immediately notify the other party of the imminent disclosure and reasonably cooperate to minimize or prevent such disclosure to the maximum extent allowed under applicable law, regulation or court order order. Each party acknowledges that disclosure or legally enforceable subpoena. 1 For purposes improper use of Sections 3, 4, 5, the Confidential Information would cause the other party immediate and 6 of this Agreement, irreparable harm. Each party agrees that the term “Company” includes the Company, the Company’s current and former parents, subsidiaries, affiliates, and all related companies, as well as their respective officers, directors, shareholders, employees, agents, and other party will be entitled to equitable relief in addition to any other representatives, any employee benefits plan of the Company, and any fiduciary of those plansremedies available to it. The parties acknowledge that this section shall be subject to applicable law.

Appears in 3 contracts

Samples: Standard Purchasing Terms & Conditions, Standard Purchasing Terms & Conditions, Standard Purchasing Terms & Conditions

Mutual Confidentiality. You acknowledge (i) During the Term and agree that neither You nor anyone acting on Your behalf has made following any termination thereof, without the prior written consent of a duly authorized representative of the Company except to the extent required by an order of a court having competent jurisdiction or will make any disclosures concerning under subpoena from an appropriate government agency, in which event, Advisor shall use Advisor’s best efforts to consult with the existence or terms of this Agreement Company prior to responding to any person such order or entitysubpoena, and except as authorized in performance of Advisor’s duties hereunder, Advisor shall not use or disclose any confidential or proprietary trade secrets, customer lists, drawings, designs, marketing plans, management organization information (including, but not limited to, data and other information relating to the Company or any affiliate thereof (the “Company Group”), or to the members of the boards of directors of the Company Group, or to the management of the Company Group), operating policies or manuals, business plans, financial records, or other financial, commercial, business or technical information (x) relating to the Company Group or (y) that the Company Group may receive belonging to customers or others who do business with the Company Group (collectively, “Company Confidential Information”) to any Person unless such Company Confidential Information has been previously disclosed to the public generally or is in the public domain (in each case, other than by reason of Advisor’s breach of this Section 7(a)(i)). (ii) During the Term and following any termination thereof, without the prior written consent of a duly authorized representative of Advisor except to the media, Internet web page, social networking site, “blog” extent required by an order of a court having competent jurisdiction or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) Your spouse; (b) Your attorneys, accountants or financial advisors; or (c) any court or government agency pursuant to under subpoena from an official request by such appropriate government agency, court in which event, the Company shall use the Company’s best efforts to consult with Advisor prior to responding to any such order or legally enforceable subpoena. If You are contacted, served or learn that You will be served with a subpoena to compel Your testimony or the production of documents concerning this Agreement or Your employment with the Company, You agree to immediately notify [Xxxx X. (Xxxxxxx) Xxx, Chief Executive Officer], by telephone. If You disclose the existence or terms of this Agreement pursuant to sub-clauses (a) or (b) of this paragraph, You Company shall inform such person or entity (i) of this confidentiality provision, and (ii) to maintain the same level of confidentiality required by this provision. Any breach of this provision by such person or entity shall be considered a breach by You. You may not use this Agreement as evidenceor disclose any confidential or proprietary trade secrets, except in a proceeding in which a breach of this Agreement is alleged. The Company shall instruct the Board or other Company executive not to make any disclosures concerning the existence or terms of this Agreement to any person or entitycustomer lists, drawings, designs, marketing plans, management organization information (including, but not limited to, data and other information relating to Advisor or any representative affiliate thereof (the “Advisor Group”), or to the members of the mediaboards of directors of the Advisor Group, Internet web pageor to the management of the Advisor Group), social networking siteoperating policies or manuals, business plans, financial records, or other financial, commercial, business or technical information (x) relating to the Advisor Group or (y) that the Advisor Group may receive belonging to customers or others who do business with the Advisor Group (collectively, “blog” Advisor Confidential Information”) to any third Person (defined below) unless such Advisor Confidential Information has been previously disclosed to the public generally or “chat room,” judicial or administrative agency or bodyis in the public domain (in each case, business entity or association, except: (a) other than by reason of the Company’s attorneys, accountants or financial advisors; (b) any employee of the Company as required to implement this Agreement; or (c) any court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena. 1 For purposes of Sections 3, 4, 5, and 6 breach of this Agreement, the term “Company” includes the Company, the Company’s current and former parents, subsidiaries, affiliates, and all related companies, as well as their respective officers, directors, shareholders, employees, agents, and any other representatives, any employee benefits plan of the Company, and any fiduciary of those plansSection 7(a)(ii)).

Appears in 2 contracts

Samples: Advisor Agreement (10X Capital Venture Acquisition Corp. II), Advisor Agreement (African Agriculture, Inc.)

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Mutual Confidentiality. You acknowledge and agree that neither You nor anyone acting on Your behalf has made or will make any disclosures concerning the existence or terms of this Agreement to any person or entity, including, but not limited to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) Your spouse; (b) Your attorneys, accountants or financial advisors; or (c) any court or government agency Except as expressly permitted pursuant to an official request by such government agencythis Agreement, court order the Purchase Agreement, the Ancillary Agreements, the Intellectual Property Transfer and License Agreement and the IP License Agreement, the Parties shall refrain from, either alone or legally enforceable subpoena. If You are contactedin conjunction with any other Person, served or learn that You will be served with a subpoena directly or indirectly through their Affiliates or Representatives, disclosing to compel Your testimony any other Person, or the production of documents concerning this Agreement using in any manner, any confidential, proprietary or Your employment with the Company, You agree to immediately notify [Xxxx X. secret information (Xxxxxxx) Xxx, Chief Executive Officer], by telephone. If You disclose the existence or terms of this Agreement pursuant to sub-clauses (a) or (b“Confidential Information”) of this paragraph, You shall inform any other Party or such person or entity (i) of this confidentiality provision, and (ii) to maintain Party’s Affiliates; provided that the same level foregoing obligations of confidentiality required by this provision. Any breach of this provision by such person or entity shall be considered a breach by You. You may and non-use will not use this Agreement as evidence, except in a proceeding in which a breach of this Agreement is alleged. The Company shall instruct the Board or other Company executive not to make any disclosures concerning the existence or terms of this Agreement apply to any person Confidential Information that (A) is or entity, including, but not limited to, any representative becomes generally available to the public or otherwise part of the media, Internet web page, social networking site, “blog” public domain and other than through any act or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) the Company’s attorneys, accountants or financial advisors; (b) any employee omission of the Company as required to implement this Agreement; foregoing Persons or (c) any court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena. 1 For purposes of Sections 3, 4, 5, and 6 their Affiliates in breach of this Agreement, the term “Company” includes the CompanyPurchase Agreement, the Company’s current Ancillary Agreements, the Intellectual Property Transfer and former parentsLicense Agreement or the IP License Agreement, subsidiaries, affiliates(B) is disclosed after the date hereof to the foregoing Persons or their Affiliates or Representatives on a non-confidential basis by a third party that is not subject to an obligation of confidentiality with respect to such Confidential Information, and all related companies(C) is independently discovered or developed by the foregoing Persons or their Affiliates without the aid, application, or use of such Confidential Information. (b) Notwithstanding Section 1.7(a), a Party may disclose Confidential Information in order to comply with (i) a request or requirement by deposition, interrogatory, request for documents, subpoena, civil investigation demand or similar process or a formal request from a regulatory examiner, if in the reasonable opinion of counsel, such disclosure is necessary for such compliance (an “External Demand”); and (ii) only with respect to Confidential Information that is not Restricted Information (as well as their respective officersdefined below), directorsto its Affiliates; provided that, shareholders(A) with regard to disclosure under clause (i), employeesprior to making such disclosure, agentsthe Party subject to such demand or request shall (x) immediately notify the other Party of the existence, terms and circumstances surrounding such External Demand, (y) consult with the other Party on the availability of taking legally available steps to resist or narrow such request or disclosure, and any (z) assist the other representativesParty, any employee benefits plan at the other Party’s expense, in seeking a protective order or other appropriate remedy to the extent available under the circumstances and (B) with regard to disclosure under clause (ii), prior to making such disclosure, the recipient of such Confidential Information shall be bound by obligations of confidentiality with respect to the Companyuse and disclosure of such Confidential Information that are at least as stringent as the obligations of confidentiality set forth herein. Recipient shall not, and shall cause its Affiliates and Representatives not to, access any fiduciary Restricted Information. For purposes of those plansthis Section 1.7, “Restricted Information” shall mean information accessed through Veeva Vault that is not necessary to continue operating the Alkermes Gainesville Facility under cGMPs.

Appears in 1 contract

Samples: Transition Services Agreement (Recro Pharma, Inc.)

Mutual Confidentiality. You acknowledge a. AGENT shall hold all proprietary and agree confidential information of ANTERO (collectively, the “Antero Confidential Information”) in strict confidence by exercising at least the same degree of diligence and care that neither You nor anyone acting on Your behalf has made it uses to avoid disclosure or will make any disclosures concerning dissemination of its own highly confidential information, but in no event less than a reasonable standard of diligence and care. In this regard, AGENT may disclose Confidential Information (a) to its owners, principals, directors, managers, officers, employees representatives, agents and affiliates who understand and are bound by the existence or confidentiality and non-circumvention terms of this Agreement, (b) to other parties with the prior written consent of ANTERO and the written agreement of such other parties to be bound by the confidentiality and non-circumvention terms of this Agreement and (c) to the extent required by law; provided, however, in the latter case, AGENT shall give ANTERO prompt written notice of any person request or entitydemand for such disclosure to give ANTERO the opportunity to seek a restraining order to prevent such disclosure and/or a protective order to limit such disclosure. AGENT shall not use the Confidential Information (i) for any purpose other than to operate under this Agreement, including(ii) for its own advantage or economic benefit outside the scope of this Agreement or (iii) in any manner that would harm or otherwise be a detriment to ANTERO. b. ANTERO shall hold all proprietary and confidential information of AGENT (collectively, the “Agent Confidential Information”) in strict confidence by exercising at least the same degree of diligence and Antero Payment Solutions 20000 Xxxxxxx Xxx #000 Xxxxxx Xxxx, Xx. 00000 Office (310) 997-2482 Toll free (000) 000-0000 Fax (000) 000-0000 wxx.xxxxxxxxxxxxxxxxxxxxxx.xxx care that it uses to avoid disclosure or dissemination of its own highly confidential information, but not limited toin no event less than a reasonable standard of diligence and care. In this regard, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, except: ANTERO may disclose Confidential Information (a) Your spouse; to its owners, principals, directors, managers, officers, employees representatives, agents and affiliates who understand and are bound by the confidentiality and non-circumvention terms of this Agreement, (b) Your attorneys, accountants or financial advisors; or (c) any court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena. If You are contacted, served or learn that You will be served with a subpoena to compel Your testimony or the production of documents concerning this Agreement or Your employment other parties with the Company, You agree prior written consent of AGENT and the written agreement of such other parties to immediately notify [Xxxx X. (Xxxxxxx) Xxx, Chief Executive Officer], be bound by telephone. If You disclose the existence or confidentiality and non-circumvention terms of this Agreement pursuant and (c) to sub-clauses (a) the extent required by law; provided, however, in the latter case, ANTERO shall give AGENT prompt written notice of any request or (b) of this paragraph, You demand for such disclosure to give AGENT the opportunity to seek a restraining order to prevent such disclosure and/or a protective order to limit such disclosure. ANTERO shall inform such person or entity not use the Confidential Information (i) of for any purpose other than to operate under this confidentiality provisionAgreement, and (ii) to maintain for its own advantage or economic benefit outside the same level of confidentiality required by this provision. Any breach of this provision by such person or entity shall be considered a breach by You. You may not use this Agreement as evidence, except in a proceeding in which a breach scope of this Agreement is alleged. The Company shall instruct the Board or other Company executive not to make any disclosures concerning the existence or terms of this Agreement to any person or entity, including, but not limited to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) the Company’s attorneys, accountants or financial advisors; (b) any employee of the Company as required to implement this Agreement; or (ciii) in any court manner that would harm or government agency pursuant otherwise be a detriment to an official request by such government agency, court order or legally enforceable subpoenaAGENT. 1 For purposes of Sections 3, 4, 5, and 6 of this Agreement, the term “Company” includes the Company, the Company’s current and former parents, subsidiaries, affiliates, and all related companies, as well as their respective officers, directors, shareholders, employees, agents, and any other representatives, any employee benefits plan of the Company, and any fiduciary of those plans.

Appears in 1 contract

Samples: Private Labeled Agreement (Anoteros, Inc.)

Mutual Confidentiality. You acknowledge In the course of their relationship, the parties may disclose to each other written or electronically communicated or stored information under the at Supplier's risk and expense or charge to Supplier any Agreement which they deem confidential including, additional costs sustained because of the same. If delivery of Products is not accomplished at the time or times indicated in this Agreement, Company reserves the right, without liability and in addition to its other rights and remedies, to terminate this Agreement by notice effective immediately upon receipt by Supplier and to arrange for completion of performance and/or to without limitation, pricing and sales information and customer names ("Confidential Information"). Accordingly, the parties hereby agree that neither You nor anyone acting on Your behalf has made as follows: (A) each party shall not disclose Confidential Information to any other person, firm or will make any disclosures concerning corporation (for Supplier including, without limitation, affiliated corporations and separate business units) except as provided herein, and shall use the same degree of care, but not less than reasonable care, to avoid publication or dissemination of such Confidential Information as they employ with respect to their own information which they do not desire to have published or disseminated. All Confidential Information shall be retained by each party in a secure place with access limited to only such of its employees or agents (including consultants, accountants and attorneys) who need to know such information for purposes of the Agreement and each of the foregoing persons shall be informed of the existence or and terms of this Agreement section and each party hereby acknowledges and agrees that it shall be liable to the other for any breach hereunder by its employees or agents; and (B) each party shall not use any Confidential Information in connection with its own marketing or product pricing or other internal purposes except to the extent necessary to fulfill its obligations under the Agreement; and (C) each party shall not solicit or market any product to any person of the other party's customers based upon information provided to it by the other party (whether by customer list, customer registration or entityotherwise); and (D) at the conclusion of this relationship or upon demand by the other party, includingall Confidential Information, but including marketing documents, other written notes, diagrams, memoranda, or notes taken by each party regarding Confidential Information, shall be returned to the other party or, at the request of the other party, destroyed except for one electronic copy maintained pursuant to a disaster recovery plan. The term "Confidential Information" shall not limited include, and each party shall have no obligation with respect to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, exceptinformation which: (ai) Your spouse; (b) Your attorneys, accountants or financial advisorsis already known to it; or (c) any court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena. If You are contacted, served or learn that You will be served with a subpoena to compel Your testimony or the production of documents concerning this Agreement or Your employment with the Company, You agree to immediately notify [Xxxx X. (Xxxxxxx) Xxx, Chief Executive Officer], by telephone. If You disclose the existence or terms of this Agreement pursuant to sub-clauses (a) or (b) of this paragraph, You shall inform such person or entity (i) of this confidentiality provision, and (ii) to maintain the same level is or becomes publicly known through no wrongful act of confidentiality required by this provision. Any breach of this provision by such person or entity shall be considered a breach by You. You may not use this Agreement as evidence, except in a proceeding in which a breach of this Agreement is alleged. The Company shall instruct the Board or other Company executive not to make any disclosures concerning the existence or terms of this Agreement to any person or entity, including, but not limited to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) the Company’s attorneys, accountants or financial advisors; (b) any employee of the Company as required to implement this Agreementit; or (ciii) is rightfully received from a third party without restriction and without breach of an agreement; or (iv) is independently developed by it; or (v) is approved for release by written authorization of the other party. The parties may disclose any court or government agency Confidential Information received hereunder pursuant to an official request by any applicable law, regulation or court order, provided that such government agencydisclosure will be limited to the minimum acceptable level of disclosure and that the party required to disclose such information will immediately notify the other party of the imminent disclosure and reasonably cooperate to minimize or prevent such disclosure to the maximum extent allowed under applicable law, regulation or court order order. Each party acknowledges that disclosure or legally enforceable subpoena. 1 For purposes improper use of Sections 3, 4, 5, the Confidential Information would cause the other party immediate and 6 of this Agreement, irreparable harm. Each party agrees that the term “Company” includes the Company, the Company’s current and former parents, subsidiaries, affiliates, and all related companies, as well as their respective officers, directors, shareholders, employees, agents, and other party will be entitled to equitable relief in addition to any other representatives, any employee benefits plan of the Company, and any fiduciary of those plansremedies available to it. The parties acknowledge that this section shall be subject to applicable law.

Appears in 1 contract

Samples: Standard Purchasing Terms & Conditions

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