Non-Disclosure and Confidentiality. 9.1 In connection with the investment by the Purchaser in the Note contemplated hereunder (the "Transaction"), the Company will furnish to the Purchaser certain information that is either non-public, confidential or proprietary in nature (the "Confidential Information").
9.2 Pursuant to the U.S. Securities and Exchange Commission's Regulation FD, the Company is permitted to disclose to the Purchaser on a confidential basis, Confidential Information so long as the Purchaser agrees to bound by the terms of this Article 9.
9.3 The Purchaser acknowledges that the Confidential Information will be provided to the Purchaser, or the Purchaser will be granted access to the Confidential Information, solely for the purposes of evaluating the Transaction, and the Purchaser agrees to receive the Confidential Information on the following terms and conditions:
(a) that the Confidential Information is to be received and maintained in confidence;
(b) that no copies, summaries or reproductions of the Confidential Information or any part thereof may be made without the prior written consent of the Company except as may be reasonably necessary to evaluate the Transaction;
(c) the Purchaser will not, directly or indirectly, disclose, communicate or make known the Confidential Information or any part thereof to any person, firm or corporation for any purpose other than evaluating the Transaction;
(d) the Purchaser will take all reasonable precautions to safeguard the Confidential Information against unauthorised disclosure;
(e) that upon request by the Company, the Purchaser will promptly return to the Company, all Confidential Information, including all reproductions and copies thereof together with all materials and documents created by the Purchaser containing Confidential Information or references thereto from which reference to the substance of the Confidential Information can be implied or understood;
(f) that the Confidential Information shall be disclosed only to those professional advisers of the Purchaser (collectively, the "Permitted Persons") as are reasonably necessary to accomplish the purpose(s) of this Agreement;
(g) that the confidential and proprietary nature of the Confidential Information shall be communicated to the Permitted Persons; and
(h) the Purchaser will be responsible for any unauthorised use or disclosure of Confidential Information by the Permitted Persons and by any and all other persons to whom it discloses the Confidential Information.
9.4 The ...
Non-Disclosure and Confidentiality. The Participant will not make known to any Competitor and/or any member, manager, officer, director, employee or agent of a Competitor, the Business Contacts of Employer. The Participant further covenants and agrees that at all times during Participant’s employment with the Company, and at all times thereafter, Participant shall not, without the prior written consent of the Company’s Chief Executive Officer, Chief Operating Officer or General Counsel in each and every instance—such consent to be within the Company’s sole and absolute discretion—use, disclose or make known to any person, entity or other third party outside of the Employer any Confidential Information belonging to Employer or its individual members. Notwithstanding the foregoing, the provisions of this paragraph shall not apply to Confidential Information: (A) that is required to be disclosed by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) in any litigation, arbitration, mediation or legislative hearing, with jurisdiction to order Participant to disclose or make accessible any information, provided, however, that Participant provides Company with ten (10) days’ advance written notice of such disclosure to enable Company to seek a protective order or other relief to protect the confidentiality of such Confidential Information; (B) that becomes generally known to the public or within the relevant trade or industry other than due to Participant’s or any third party’s violation of this Section 3.10 or other obligation of confidentiality; or (C) that becomes available to Participant on a non-confidential basis from a source that is legally entitled to disclose it to Participant.
Non-Disclosure and Confidentiality. Each party hereunder may disclose to the other certain Confidential Information of such party or of such party’s associated companies, suppliers, or principals. The Term “Confidential Information” means the MLS Databases and the MLS Content, as well as any other information or data that is of value to its owner, that is clearly designated (in writing) as being confidential and is otherwise treated by its owner as confidential
Non-Disclosure and Confidentiality. (a) Executive acknowledges that, by the nature of his duties, he will or may have access to and become informed of confidential, proprietary, and highly sensitive information relating to Bank and which is a competitive asset of Bank, including, without limitation, information pertaining to: (i) the identities of Bank's existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of Bank's existing and prospective customers or clients; (iii) financial information about Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, Bank's employees; (vi) the identities of and pricing information about Bank's suppliers and vendors; (vii) training programs developed by Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) Bank's financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of Bank and its suppliers and vendors; and (xiv) computer programs and software developed by Bank or its consultants.
(b) The term Proprietary Information does not include information or know-how which: (i) is in Executive's possession prior to its disclosure to him by Bank (as shown by competent written evidence in Executive's files and records immediately prior to the time of disclosure); (ii) is available to the general public other than through any inaction or action (whether or not wrongful) on Executive's part; or (iii) is approved for release by written authorization of the Bank.
(c) Executive agrees not to: (i) use, at any time, any Proprietary Information for his own benefit and for the benefit of another; or (ii) disclose, directly or indirectly, any Proprietary Information to any person who is not a current employee of Bank, except in the performance of the duties assigned to Executive in this Agreement, at any time prior or subsequent to the termination of his employment with Bank, except as such disclosure may be required by law. Executive further agrees not to make copies of any Proprietary Information, except in the performance of the duties assigned to him in this Agreement.
Non-Disclosure and Confidentiality. 9.1. All Personal Data received by the Processor from the Controller and/or compiled by the Processor within the framework of this Data Processing Agreement is subject to a duty of confidentiality vis-à-vis third parties.
9.2. Processor shall take reasonable steps to ensure that any employee engaged in processing data is under the obligations of a confidentiality agreement or otherwise subject to statutory obligations of confidentiality.
9.3. This duty of confidentiality will not apply in the event that the Controller has expressly authorized the furnishing of such information to third parties, where the furnishing of the information to third parties is reasonably necessary in view of the nature of the instructions and the implementation of this Data Processing Agreement, or if there is a legal obligation to make the information available to a third party.
Non-Disclosure and Confidentiality. (a) Each party hereunder may disclose to the other certain Confidential Information of such party or of such party’s associated companies, suppliers, or Users. The Term “Confidential Information” means the MLS Databases and the MLS Content, as well as any other information or data that is of value to its owner, that is clearly designated (in writing) as being confidential and is otherwise treated by its owner as confidential. Notwithstanding the foregoing, Confidential Information does not include information that is (i) generally available to the public; (ii) already in the possession of the recipient without restriction; (iii) received from a third party without an obligation of confidentiality; (iv) developed independently by the recipient without reference to the discloser’s Confidential Information; (v) subject to written consent of the party which supplied such information authorizing disclosure; or (vi) required to be disclosed by the receiving party by applicable law or legal process, provided that the receiving party shall immediately notify the other party so that it can take steps to prevent its disclosure.
Non-Disclosure and Confidentiality. (a) Executive agrees that Executive will keep secret and maintain in confidence all confidential information of the Company and will not use such information other than for the Company’s benefit or disclose such information to anyone outside of the Company, either during or after Executive’s employment with the Company.
(b) Executive will promptly deliver to the Company on the termination of Executive’s employment with the Company, or at any time the Company requests, all memoranda, notes, records and other documents (and all copies thereof) relating to the Company’s business or confidential matters which Executive then has or controls.
(c) All inventions, improvements, new ideas and techniques which relate to the Company’s business which Executive makes or conceives during Executive’s employment with the Company or within six months thereafter will be the Company’s property. Without additional compensation to Executive, Executive will promptly inform the Company of such inventions, improvements, ideas and techniques, and will assist the Company in preserving them and will not disclose them to anyone else without the Company’s consent.
(d) Executive understands that, as used in this Section, the phrase “confidential information of the Company” includes all information of a technical, commercial or other nature of or about the Company (such as formulae, trade secrets, customer lists and know-how) not made available to the general public.
Non-Disclosure and Confidentiality. 9.1 Persons employed by or working for the Processor, as well as the Processor themselves, are obliged to maintain confidentiality with regard to the personal data of which they can take cognizance, except insofar as a provision prescribed by or pursuant to the law makes it obligatory. The employees of the Processor sign a confidentiality statement to this effect.
9.2 If the Processor is required to provide data on the basis of a legal obligation, the processor will verify the basis of the request and the identity of the applicant and the Processor will inform the Responsible immediately in advance of the provision. Unless legal provisions forbid this.
Non-Disclosure and Confidentiality. 9.1. All personal data received by the Processor from the Controller and/or compiled by the Processor within the framework of this Data Processing Addendum is subject to a duty of confidentiality vis-à-vis third parties.
9.2. This duty of confidentiality will not apply in the event that the Controller has expressly authorised the furnishing of such information to third parties, where the furnishing of the information to third parties is reasonably necessary with regard to the nature of the instructions and the implementation of this Data Processing Addendum, or if there is a legal obligation to make the information available to a third party.
Non-Disclosure and Confidentiality. 2.1 The Receiving Party recognizes that in the course of its discussions with the Disclosing Party it shall be privy to Confidential Information relating to the Disclosing Party. Accordingly, the Receiving Party agrees and undertakes:
(a) that the Receiving Party shall not, without the prior written permission of the Disclosing Party, directly or indirectly disclose or cause to be disclosed any Confidential Information to any third party till the time of publication of Patent or other IP’s in the Intellectual Property Office. Further, once the patent is published in the IP office journal, it shall be considered being in the public domain after which there shall not be any confidentiality of that particular invention.