NDA and Confidentiality Obligations Sample Clauses

NDA and Confidentiality Obligations. The parties will comply with the terms of a separate non-disclosure agreement between Supplier and Purchaser (“NDA”). If no such agreement exists, Supplier and Purchaser (a) will protect and keep confidential the existence of this Agreement (including all Orders), its terms and conditions and any other information obtained from the other party in connection with this Agreement or related to the Services that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary (including all information relating to technology, customers, business plans, marketing activities, and finances), (b) Supplier will use such information only for the purpose(s) for which it was originally disclosed and in any case only for the purpose of fulfilling its obligations under this Agreement, or where required by Law; (c) Each Party will restrict Confidential Information to individuals who need to know such Confidential Information and who are bound to confidentiality obligations at least as protective as the restrictions described in this Agreement; (d) Supplier will return all such information to Purchaser promptly upon the termination of this Agreement. All such information will remain exclusive property of the corresponding party, and the other party will have no rights to use such information except as expressly provided herein.
Sample 1
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NDA and Confidentiality Obligations. Except as allowed in Section 16(b) below, the Parties will comply with the terms of the nondisclosure agreement between Fueling Vendor and Amazon (or Affiliate of Amazon) dated as of April 24, 2018 or any other nondisclosure agreement between Fueling Vendor and Amazon (or Affiliate of Amazon) in effect during the term of this Agreement (“NDA”).
Sample 1
NDA and Confidentiality Obligations. The Parties will comply with the terms of that certain Nondisclosure Agreement, between Manufacturer and Purchaser (or Affiliate of Purchaser), dated January 3, 2020 (“NDA”).
Sample 1
NDA and Confidentiality Obligations. The Parties will comply with the terms of the NDA.
Sample 1
NDA and Confidentiality Obligations. The parties will comply with the terms of any nondisclosure agree- ment between Softbrik and Customer (or Affiliate of Customer) ("NDA"). If no such agreement exists, Softbrik and its representatives (a) will protect and keep confidential the existence of this Agreement (including all Orders), its terms and conditions and any other information obtained from Customer in connection with this Agreement or related to the Services that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary (including all infor- mation relating to Customer's technology, customers, business plans, marketing activities, and finances) ("Confiden- tial Information"), (b) will use such Confidential Information only for the purpose(s) for which it was originally dis- closed and in any case only for the purpose of fulfilling its obligations under this Agreement, and (c) will return all such Confidential Information to Customer promptly upon the termination of this Agreement. All such Confidential Information will remain Customer's exclusive property, and Softbrik will have no rights to use such Confidential In- formation except as expressly provided herein. The obligations under the 2nd sentence of this Section shall not apply to any information that (i) has already been common knowledge at the time of disclosure or becomes common knowledge afterwards without any breach of any of these obligations; (ii) Softbrik legally receives or has legally re- ceived from a third party if the third party or the person from whom the third party received the information is not obliged to maintain confidentiality; (iii) has been independently developed by Softbrik; (iv) Softbrik has to disclose to public authorities due to official regulations, provided that Softbrik promptly informs Customer of such disclosure and uses its best efforts to limit the disclosure to the minimum necessary; (v) upon disclosure of the respective information to Softbrik, is already known to Softbrik independent from Customer and without using the Confidential Information received so far provided that Softbrik objects to its confidentiality obligation without undue delay after receipt of the information.
Sample 1

Related to NDA and Confidentiality Obligations

  • Confidentiality Obligations Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

  • Confidentiality Obligation (a) If the Power Producer provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copy righted or trademarked information, and / or technical information regarding the , design, operation and maintenance of the System ("Confidential Information") to Purchaser or, if in the course of performing under the Agreement or negotiating the Agreement Purchaser learns Confidential Information regarding the facilities or plans of the Power Producer, Purchaser shall (a) protect the Confidential information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, Purchaser may provide such Confidential Information to its officers, directors, manager, employees and Affiliates (collectively "Representatives"), in each case whose access is reasonably necessary for purposes of the Agreement. Each such recipient of confidential information shall be informed by Purchaser of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. Purchaser shall be liable for any breach of this provision by any entity to whom it improperly discloses Confidential Information. All Confidential Information shall remain the property of the Power Producer and shall be returned to. It after Purchaser's need for it has expired or upon the request of the Power Producer. (b) If the Purchaser provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copy righted or trademarked information, ("Confidential Information") to the Power Producer or, if in the course of performing under the Agreement or negotiating the Agreement the Power Producer learns Confidential Information regarding the facilities Or plans of the Purchaser, the Power Producer shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, the Power Producer may provide such Confidential Information to its officers, directors, managers, employees and Affiliates (collectively, "Representatives"), in each case whose access is reasonably necessary for purposes of the Agreement. Each such recipient of Confidential. Information shall be informed by the Power Producer of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. The Power Producer shall be liable for any breach, of this provision by any entity to whom it improperly discloses Confidential Information. All Confidential Information shall remain the property of the Purchaser and shall be returned to it after the Power Produce's need for it has expired or upon the request of the Purchaser.

  • Duration of Confidentiality Obligation These obligations apply (1) for Customer Data, until it is deleted from the Online Services; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information. Product warranties.

  • Confidentiality of Vendor Data Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third-party administrators to effectuate Vendor’s TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. If Vendor otherwise considers any portion of Vendor’s Data to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code (the “Public Information Act”) or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of Vendor’s proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor’s proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects Vendor’s interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General

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