Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this Agreement. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information:
(a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records;
(b) is or becomes properly in the public domain or knowledge;
(c) is subsequently disclosed to a receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or
(d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.
Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the Agreement Term and for a period of seven (7) years thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records;
(b) is or becomes properly in the public domain or knowledge without breach by either Party;
(c) is subsequently disclosed to a receiving Party by a Third Party who, to the knowledge of the receiving Party, is lawfully able do so and, to the knowledge of the receiving Party, is not under an obligation of confidentiality to the disclosing Party; or
(d) is developed by the receiving Party independently of Proprietary Information received from the other Party, as documented by research and development records.
Non-Disclosure and Non-Use Obligations. Except as permitted in this paragraph, Franchisee shall not use, disclose or disseminate any Confidential Information of Poshtel. Franchisee may use the Confidential Information of the Poshtel solely to perform its obligations under this Agreement for the benefit of the Poshtel. Franchisee will exercise the same degree of care as it takes to protect its own confidential information, but in no event less than reasonable care.
Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information:
(a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records;
(b) is or becomes properly in the public domain or knowledge without breach by either Party;
Non-Disclosure and Non-Use Obligations. 1. Employee agrees that all records and Confidential Information obtained by Employee as a result of Employee’s employment with Company, whether original, duplicated, computerized, memorized, handwritten, or in any other form, and all information contained therein, are confidential and the sole and exclusive property of Company. Employee understands and agrees that the business of Company and the nature of Employee’s employment will require Employee to have access to Confidential Information of and about Company, its business, its Candidates, and its Clients. During Employee’s employment and thereafter, Employee will not use Confidential Information or remove any such records from the offices of Company except for the sole purpose of conducting business on behalf of Company. Employee further agrees that during Employee’s employment and thereafter, Employee will not divulge or disclose this Confidential Information to any third party and under no circumstances will Employee reveal or permit this information to become known by any competitor of Company.
2. Employee agrees and acknowledges that all Confidential Information is to be held in confidence and is the sole and exclusive property of Company and/or its affiliates or clients. Employee recognizes the importance of protecting the confidentiality and secrecy of Confidential Information. Employee agrees to use Employee’s best efforts to protect Confidential Information from unauthorized disclosure to others. Employee understands that protecting Confidential Information from unauthorized disclosure is critically important to Company’s success and competitive advantage, and that the unauthorized use or disclosure of Confidential Information would greatly damage Company. Employee recognizes and agrees that taking and using Confidential Information, including trade secrets, by memory is no different from taking it on paper or in some other tangible form, and that all of such conduct is prohibited. Employee agrees that, prior to use or disclosure, Employee will request clarification from Company’s legal department if Employee is at all uncertain as to whether any information or materials are “Confidential Information.”
3. During Employee’s employment and in perpetuity after the termination of Employee’s employment for any or no cause or reason, Employee agrees: (a) not to use any Confidential Information for the benefit of any person (including, without limitation, Employee’s benefit) or entity other than Compa...
Non-Disclosure and Non-Use Obligations. Recipient shall maintain in confidence and agrees not to disclose, disseminate or use any Confidential Information belonging to Releasor, whether or not in written or verbal form. Recipient agrees that Recipient shall treat all Confidential Information of Releasor with at least the same degree of care as Recipient accords its own confidential information. Recipient further represents that Recipient exercises at least reasonable care to protect its own confidential information. If Recipient is not an individual, Recipient agrees that Recipient shall disclose Confidential Information only to those of its employees who need to know such information, and certifies that such employees have previously signed a copy of this Agreement.
Non-Disclosure and Non-Use Obligations. All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Confidential Information to the other Party during the Term and for a period of seven (7) years thereafter. For purposes of this Agreement, “Confidential Information” means any and all Know-How, scientific, clinical, regulatory, marketing, financial, technical, non-technical, commercial or other confidential information or data of a confidential nature, whether communicated in writing, orally or by any other means, that is under the protection of one Party and is provided by that Party to the other Party in connection with this Agreement. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information:
Non-Disclosure and Non-Use Obligations. Each Party shall keep (and shall require that its Affiliates and, in the case of Orion, its Marketing Distributors keep) in confidence all Proprietary Information of the other Party, and may not disclose to any Third Party, other than to Marketing Distributors and subcontractors who are subject to a confidentiality agreement with provisions comparable to those set forth herein or use such Proprietary Information for any other purposes than those set forth in this Agreement without the prior written consent of the Party that disclosed the Proprietary Information to the other Party. The confidentiality obligations shall, however not be applied to the extent that such Proprietary Information, (a) is or becomes generally available or otherwise public through no fault of the receiving Party, or (b) was received from a Third Party, as documented by business records, without any obligation of confidentiality, or (c) was in the possession of the receiving Party prior to receipt of same from the other Party without any obligation of confidentiality related thereto, (d) has been independently developed, as documented by research and development records, without using Proprietary Information received from the other Party, or (e) is required to be disclosed by law, applicable Regulatory Authority or court order, provided that notice is promptly delivered to the non-disclosing Party in order to provide an opportunity to challenge or limit the disclosure.
Non-Disclosure and Non-Use Obligations. All Proprietary Information -------------------------------------- disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information: *Confidential Treatment Requested
Non-Disclosure and Non-Use Obligations. The Contractor agrees to treat all Confidential Information as strictly confidential. The Contractor agrees not to disclose Confidential Information or permit it to be disclosed, in whole or in part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. The Contractor may only furnish or otherwise disclose Confidential Information or portions thereof to those of its partners, members, directors, officers, agents, or employees (collectively, "Representatives") who need to know such information for the purpose of carrying out its obligations under this Agreement; provided that such disclosure shall be made to such Representatives only to the extent necessary and for the sole purpose specified herein, and only after each such Representative has been advised of the confidential nature of Confidential Information, has been provided with a copy of this Agreement, and has agreed to comply with and be bound by the terms and conditions of this Agreement. The Contractor agrees to be responsible for any breach of any provision of this Agreement by any of its Representatives. The Contractor shall immediately give notice to the Company of any unauthorized use or disclosure of Confidential Information. The Contractor shall assist the Company in remedying any unauthorized use or disclosure of Confidential Information. The Contractor agrees not to communicate any information to the Company in violation of the proprietary rights of any third party. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to a valid order of a court of competent jurisdiction or an authorized government agency; provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Contractor agrees to promptly provide written notice of any such order to the Company to permit the Company to contest the order or seek confidentiality protections, as determined in the Company's sole discretion.
