Mutual Nondisclosure. “Disclosing Party” describes each party with respect to Confidential Information it discloses to the other party. “Receiving Party” describes each party with respect to Confidential Information it receives from the other party.
Mutual Nondisclosure. (a) Confidential Information shall mean the (i) Licensed Products and (ii) other information of the parties when it is presented in printed, written, graphic, or photographic or other tangible form (but including information received, stored or transmitted electronically) and marked as “confidential” or “proprietary” by the disclosing party. Confidential Information also includes information of the parties, when presented in oral form, that is summarized as written minutes or notes of such oral presentations and which are marked “confidential" or “proprietary” and provided to recipient within thirty (30) days after the date of disclosure.
(b) Pursuant to this Agreement, each party (the "Discloser") may, from time to time, furnish the other party to this Agreement (the “Recipient”) with certain Confidential Information. Recipient will use at least the same care to avoid disclosure of such Confidential Information as it uses with its own similar confidential information which it does not wish to disclose, but such standard of care shall not be less than a reasonable standard of care. The Confidential Information, including any trade secret, confidential or proprietary information contained within the Confidential Information, is not to be disclosed to any persons other than the employees of Recipient. Confidential Information may, however, be disclosed to counsel and consultants of the Recipient who have a need to know and have been instructed that it is Confidential Information. Recipient shall be liable for any unauthorized use or disclosure of Discloser’s Confidential Information by Recipient’s employees, counsel or consultants.
(c) The nondisclosure obligations of Recipient with respect to any particular portion of Confidential Information shall terminate (or shall not attach) when any of the following occurs:
(1) It was in the public domain at the time of Discloser's communication to Recipient.
(2) It entered the public domain through no fault of Recipient subsequent to the time of Discloser's communication to Recipient.
(3) It was in Recipient's possession free of any obligation of confidence at the time of Discloser's communication to Recipient.
(4) Its disclosure is required by law, valid subpoena, or court or government order, provided, however, that Recipient provides prompt notice of such required disclosure and Recipient shall have made a reasonable effort to obtain a protective order or other reliable assurance affording it confidential treatmen...
Mutual Nondisclosure. The Coach and Client mutually recognize that they may discuss future plans, business affairs, customer lists, financial information, job information, goals, personal information, and other private information. The Coach will not voluntarily communicate the Client’s information to a third party. In order to honor and protect the Coach’s intellectual property, the Client likewise agrees not to disclose or communicate information about the Coach’s practice, materials, or methods to any third parties.
Mutual Nondisclosure. Except as may be otherwise expressly provided herein, the provisions of this Agreement will be held in strictest confidence by both you and the Company and will not be publicized or disclosed in any manner 6 Company Initials /s/ DRM Your Initials /s/ DC whatsoever; provided, however, that: (a) you may disclose this Agreement to your immediate family or any medical or mental health provider, or mental or behavioral health therapeutic support group; (b) you and the Company may disclose this Agreement in confidence to their attorneys, accountants, auditors, tax preparers, financial advisors; (c) you and the Company may disclose this Agreement to the extent such disclosure may be required by law; (d) you and the Company may disclose this Agreement to any local, state, or federal agency for any reason; and (e) you and the Company may disclose the general existence and purpose of this Agreement without any of its specific terms as that fact will be publicly disclosed by the Company in its SEC filings as well as disclose any other terms that are part of these filings or otherwise put in the public domain without breach by you of the nondisclosure obligations of this Section 13. In particular, and to the extent allowed by law, you agree not to disclose the terms of this Agreement to, or with, any current or former Company or Company-related employee, director, consultant or independent contractor, or Company advisors or representatives, except as required for Company business, or as already publicly disclosed through no fault by you, or as otherwise authorized by the Company. This Agreement does not limit your right to discuss your employment or any unlawful acts that may be alleged to have been committed by the Company or any of its affiliates (defined as entities under common ownership or control with Company) and subsidiaries, or any of their respective officers, directors, employees, shareholders, contractors, clients, customers, business partners, or agents and representatives in the Company’s workplace, including but not limited to sexual harassment, or to report possible violations of law or regulation by the Company or its affiliates and subsidiaries, or any of their respective officers, directors, employees, shareholders, contractors, clients, customers, business partners, or agents and representatives with any Government Agency (as defined in Section 20 below), or to discuss the terms and conditions of your employment with others, but only to the extent ...
Mutual Nondisclosure. Except as provided in the Loan Agreement or Governance and Operations Agreement, neither M&P nor RSMM shall at any time or in any manner, directly or indirectly, use or disclose to any third party any trade secrets or other Confidential Information (defined herein) learned or obtained from the other party hereto as a result of its relationship with the other party hereto or any direct or indirect subsidiary or affiliate (i.e., a person which controls, is controlled by or under common control with a party) of the other party, except as may be required by law or legal, regulatory or judicial process; provided that the disclosing party shall give prompt written notice to the other party of such requirement, disclose no more information than is so required, and cooperate with any attempts by the other party to obtain a protective order or similar treatment; or to its or its affiliates’ directors, officers, attorneys, accountants, advisors or consultants who need to know such information in such capacities and who agree to comply with the non-disclosure obligations set forth in this Section 6. As used herein, the term “Confidential Information” means confidential, proprietary or personal information of a party or its affiliates that is not generally known in the industry in which the parties or any of their direct or indirect subsidiaries or (in the case of information of or about clients of either party) clients is engaged, including such information that in any way relates to the products, processes, services, inventions (whether patentable or not), formulas, techniques or know-how, including, but not limited to, information relating to distribution systems and methods, research, development, purchasing, accounting, procedures, marketing, customers, vendors, merchandising and selling, of RSMM or M&P or any of their respective direct or indirect subsidiaries or affiliates, or the clients of either party, and regardless of the format in which it is presented or embodied (written, graphic, electromagnetic or otherwise). The term “Confidential Information,” as used herein, does not include information (a) which was already in the public domain other than through any disclosure in violation of this Section 6, (b) information already in the possession of the other party and not subject to any confidentiality obligations of the other party or (c) which is or was disclosed as a matter of right by a third party source provided such third party source is not bound by c...
Mutual Nondisclosure. Employee and Employer agree that all events in connection with, and leading to, the execution of this Agreement, as well as the terms and provisions of this Agreement, are to remain confidential and shall not be discussed or disclosed to anyone other than applicable advisors and representatives of each party (including Employee’s spouse) or as otherwise required by law or regulation, including U.S. federal securities laws and/or rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), or provided herein. Employee and Employer have agreed on the form of the Current Report on Form 8-K disclosure and the internal statement regarding Employee’s transition of employment and this Agreement, and both parties agree that any other discussion or public statements will be consistent with those two documents. Any further disclosure of this Agreement that is required by applicable law or regulation, including any disclosures that Employer may be required to make under applicable securities laws or stock exchange rules and regulations shall be subject to prior review and comment by the other party hereto; provided that any disclosures by Employee in connection with the preparation and filing of her tax returns shall not be subject to prior review or approval of Employer.
Mutual Nondisclosure. 8.1 In connection with the business relationship between Consultant and the Client, representatives of Consultant and Client may disclose or reveal to the other, either orally, in writing or by inspection, Confidential Information (in hardcopy and/or electronic form) as to their respective businesses.
8.2 Each Party will keep the other Party’s Confidential Information confidential. Specifically, each Party receiving Confidential Information agrees not to disclose such Confidential Information except to those directors, officers, employees and agents of such Party (i) who reasonably need to know such information and (ii) who have been informed of their obligation to maintain the confidential, proprietary and/or trade secret status of such Confidential Information. Each Party acknowledges that it has all requisite authority under applicable laws to provide the other Party with access to Confidential Information. Each Party receiving Confidential Information further agrees that it will not use such Confidential Information except for the purposes set forth in this Agreement. Each Party receiving Confidential Information shall treat such information as confidential, and shall use the same care to prevent disclosure of such information as such Party uses with respect to its own confidential and proprietary information, provided that in any case it shall not use less than the care a reasonable person would use under similar circumstances.
8.3 Notwithstanding anything to the contrary contained here, Client’s student data is Personal Data under this Agreement. Except as required by law, neither Party shall disclose any of Client’s student data in violation of the Family Educational Rights and Privacy Act (FERPA), as may be amended from time to time. Each Party will exercise commercially reasonable efforts not to disclose any Personal Data to the other party and to restrict the other party’s access to its Personal Data. If Consultant requires access to Client’s Personal Data in connection with the Services for a particular project, the parties will agree in the applicable SOW on the procedures and obligations of each party with respect to the access, use and protection of such Personal Data (the “Data Protection Procedures”).
8.4 The receiving Party shall promptly notify the disclosing Party in the event the receiving Party learns of any unauthorized possession, use or disclosure of the Confidential Information and will provide such cooperation as the disclosing Pa...
Mutual Nondisclosure. Neither M&P nor RSMM shall at any time or in any manner, directly or indirectly, use or disclose to any third party any trade secrets or other Confidential Information (defined herein) learned or obtained from the other party hereto as a result of its relationship with the other party hereto or any direct or indirect subsidiary or affiliate (i.e., a person which controls, is controlled by or under common control with a party) of the other party. As used herein, the term “Confidential Information” means information disclosed to or known by one party herein as a consequence of its relationship with the other party hereto (whether before or after the date of this Agreement) and not generally known in the industry in which the parties or any of their direct or indirect subsidiaries or (in the case of information of or about clients of either party) clients is engaged, and that in any way relates to the products, processes, services, inventions (whether patentable or not), formulas, techniques or know-how, including, but not limited to, information relating to distribution systems and methods, research, development, purchasing, accounting, procedures, marketing, customers, vendors, merchandising and selling, of RSMM or M&P or any of their direct or indirect subsidiaries or affiliates, or the clients of either party, and regardless of the format in which it is presented or embodied (written, graphic, electromagnetic or otherwise). The term “Confidential Information,” as used herein, does not include information (a) which was already in the public domain through disclosure by the party or a person owning such Confidential Information or (b) which is disclosed as a matter of right by a third party source after the execution of this Agreement provided such third party source is not bound by confidentiality obligations in favor of the owner of the Confidential Information in question. This Section 6 shall survive the termination of this Agreement. Each party agrees that it will adopt reasonable precautions to guard against unauthorized release or use of Confidential Information, and that it will not use or disclose such Confidential Information in any manner that will unfairly benefit itself or damage the other party hereto. Each party agrees to return to the other party all such Confidential Information pertaining to the other party upon termination of this Agreement. In lieu of returning all Confidential Information, a party may destroy such Confidential Informati...
Mutual Nondisclosure. Landlord and Tenant acknowledge that the content of this Lease and any related documents are confidential information. Except to the extent disclosure is required by law, Landlord and Tenant shall each keep such confidential information strictly confidential and shall not disclosure such confidential information to any person or entity other than to its respective financial, legal and space-planning consultants, provided, however, that Tenant may disclose the terms to prospective subtenants or assignees under this Lease or pursuant to legal requirement.
Mutual Nondisclosure. It is contemplated that the Parties in performing their duties, obligations and covenants as contained herein will have access to and be on the physical premises of the other Parties from time to time. In connection therewith, it is likely that the Parties will be exposed to and learn various trade secrets, know-how and other confidential information (“Confidential Information”) of the other Parties that but for this Agreement they would not have access to. For and in consideration of this Agreement, the Parties hereto do hereby agree not to disclose, use, duplicate, copy or otherwise transfer any right, title or interest in and to any of the Confidential Information of any other Party without the prior written consent of such Party, except as reasonably contemplated by this Agreement or except where prior written authorization of the affected Party has been given. Each Party agrees that it shall afford any other Parties' Confidential Information the same type of protection that it would afford to its own Confidential Information and shall ensure that all of its employees, independent contractors and professional representatives adhere to the foregoing.
