Non-Disclosure and Use of Confidential Information. The Reviewer agrees that, except as set forth below, all Confidential Information shall be used by the Reviewer solely for one or more of the purposes stated in Section 1 of this Agreement. The Reviewer further agrees that it shall not, without the prior written consent of HUD, disclose any of the Confidential Information, or any notes, summaries or other information prepared by or on behalf of the Reviewer using the Confidential Information (the “Related Information”), to any party other than to (i) the Reviewer’s employees, officers, directors, and affiliate users (ii) the Reviewer’s agents and representatives, including attorneys, accountants and financial advisors, (iii) prospective providers of financing, (iv) insurance firms, (v) credit rating agencies and (vi) prospective purchasers of any Mortgage Loans (or interests therein) to be purchased by the Reviewer from HUD (with parties referred to in (i) through (vi) being collectively referred to as the “Representatives”). No Representative shall be permitted to review or use any of the Confidential Information or the Related Information unless such Representative: (i) has a need to review or use the Confidential Information and/or the Related Information for one or more of the purposes stated in Section 1 hereof, and (ii) has entered into an agreement with the Reviewer substantially in the form of this Agreement or is otherwise bound to review and use the Confidential Information subject to and only in accordance with the terms of this Agreement. In addition, the Reviewer acknowledges and agrees as follows:
Non-Disclosure and Use of Confidential Information. (a) The Reviewer agrees that, except as specifically set forth below, all Confidential Information shall be used by the Reviewer solely for the purpose stated in Section 1 hereof. The Reviewer further agrees not to disclose any of the Confidential Information without the prior written consent of the Owner, which consent can be arbitrarily withheld, to any third party (including, without limitation, any member of the brokerage community and/or the print or electronic media, whether “on” or “off” the record) other than to (i) if Reviewer is a corporation or partnership, its officers, directors, shareholders or partners (as the case may be), and (ii) Reviewer's attorneys, accountants and financial advisors (collectively, the "Representatives"), in each case who (i) have a need to know the Confidential Information for the purpose stated in Section 1 hereof and (ii) have entered into an agreement with the Owner in the form of this Agreement prior to being delivered or disclosed any Confidential Information.
(b) The term "Confidential Information" shall not include (i) information which is required to be disclosed by law or by regulatory or judicial process, except such information which may be subject to a protective order or other similar court order, or (ii) information which is known to the Reviewer prior to Reviewer’s execution of this Agreement from non-Owner sources and which is not known to Reviewer to be subject to any confidentiality obligations to Owner, provided the general nature of such information is disclosed to Owner; or (iii) information which is generally available to the public other than as a result of a disclosure by Reviewer.
(c) In the event the Reviewer or any of its Representatives fails in any respect to comply with its representations, warranties, covenants or obligations under this Agreement, the Owner may, in its sole discretion, refuse to consider an offer or bid from the Reviewer for the Property or to allow the Reviewer to continue to conduct due diligence on the Property offered for sale by the Owner. The foregoing right shall be in addition to, and does not preclude the exercise of, any other right, power or remedy available to the Owner under this Agreement or at law or in equity, including, without limitation, the right of the Owner to apply to any court of competent jurisdiction for a temporary or permanent injunction or other appropriate decree of specific performance (without any bond or other security being required or po...
Non-Disclosure and Use of Confidential Information. The Director agrees that during her term as a Board Member and for two (2) years thereafter to:
(a) Hold in confidence and not to directly or indirectly disclose, disseminate, divulge, lecture upon, publish, report, reveal or transfer any Confidential Information to any person or entity;
(b) Not directly or indirectly make use of any Confidential Information except for the purposes of carrying out her responsibilities as a Director; and
(c) Not permit unauthorized use of any Confidential Information by any (c) person or entity.
Non-Disclosure and Use of Confidential Information. Employee recognizes and acknowledges that the trade secrets and confidential information of the Company (the "Proprietary Information"), as they may exist from time-to-time, are valuable, special and unique assets of the Business. Employee further acknowledges that access to such Proprietary Information relating to the Business of the Company is essential to the performance of Employee's duties under this Agreement. Therefore, in order to obtain access to such Proprietary Information, Employee agrees that Employee will not, in whole or in part, disclose such Proprietary Information to any person, firm, corporation, association or any other entity for any reason or purpose whatsoever, nor will Employee make use of any such information for Employee's own purposes or for the benefit of any person, firm, corporation, association or other entity (except the Company). For purposes of this Agreement, the term "trade secrets" means the whole or any portion of any scientific or technical or non-technical information, design, process, procedure, formula, computer software product, documentation or improvement relating to the Business which: (1) derives economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. The term "confidential information" means any and all other data and information relating to the Business which: (1) has value to the Company; (2) is not generally known by its competitors or the public; and (3) is treated as confidential by the Company. The provisions of this Section 6 will apply during Employee's employment by the Company and, with respect to trade secrets, at any and all times thereafter and, with respect to confidential information, for three years thereafter. These restrictions will not apply to any Proprietary Information which: (i) is in the public domain, provided that Employee was not responsible, directly or indirectly, for such Proprietary Information entering the public domain without the Company's consent; (ii) becomes known to Employee, during the term of this Agreement, from a third party not known to Employee to be under a confidential relationship with the Company; or (iii) is required by law or governmental tribunal to be disclosed; provided, however, that if Employee is legally compelled to disclose any Proprietary Informa...
Non-Disclosure and Use of Confidential Information. Each Participating Entity agrees (i) to maintain the confidentiality of all Confidential Information obtained, (ii) without the express permission of the Participating Entity providing such information, not to disclose such information to third parties, and (iii) to use such information only for the express purpose of developing and implementing a Cyber Mutual Assistance initiative, including in connection with any request for or provision of cyber mutual assistance between Participating Entities. Each Participating Entity shall use the Confidential Information received hereunder only for the purposes identified in Section 1. Notwithstanding the forgoing, a Participating Entity may use and internally share Confidential Information as deemed necessary to respond to an actual or threatened cyber emergency that places, or has the potential to place, the Participating Entity’s cyber systems at risk. Any other use shall be only with the prior written consent of the Participating Entity or Participating Entities that provided the Confidential Information sought to be used.
Non-Disclosure and Use of Confidential Information. (a) Reviewer further agrees not to disclose any of the Confidential Information without the prior written consent of Owner, to any third-party other than to Reviewer’s Representatives (defined below), in each case who (a) have a reasonable need to know the Confidential Information for the purposes stated in Section 1 hereof and (b) have been informed of the terms of this Agreement and have agreed to abide by its terms. All parties to whom Reviewer is permitted to and does disclose any of the Confidential Information in accordance with the terms of this Agreement are referred to as “Reviewer’s Representatives”.
Non-Disclosure and Use of Confidential Information. (a) Tenant and Contractor agree that, except as set forth below, all Confidential Information shall be used by Tenant and Contractor solely for the purposes stated in Section 1 hereof. Tenant and Contractor further agree not to disclose any of the Confidential Information without the prior written consent of Landlord to any third party other than to their respective (i) employees, officers, directors, and (ii) agents and representatives, including attorneys, accountants and financial advisors (collectively, the "Representatives"), in each case who (i) have a need to know the Confidential Information for the limited purpose stated in Section 1 hereof, and (ii) have entered into an agreement with Tenant and Contractor substantially in the form of this Agreement.
Non-Disclosure and Use of Confidential Information. 2.1 The Recipient agrees to:
(a) receive and maintain the Confidential Information in confidence, and utilize best efforts to protect and safeguard the Confidential Information from loss, theft, destruction, or the like, and promptly notify in writing the Discloser in the event of an occurrence;
(b) not, directly or indirectly, make known, divulge, publish or communicate the Confidential Information to any individual or entity without the express written consent of the Discloser;
(c) limit the internal dissemination and disclosure of the Confidential Information received from the Discloser to those officers and employees, if any, of the Recipient who have a need to know and an obligation to protect it;
(d) not reproduce, use or utilize the Confidential Information or any part thereof, in any form, or as a basis for the design or creation of any method, system, apparatus, prototype or device similar to any method, system, apparatus, prototype or device embodied in the Confidential Information without the express written consent of the Discloser.
Non-Disclosure and Use of Confidential Information. Receiving Party acknowledges and recognizes that it will have access to and become acquainted with Confidential Information in connection with the discussions contemplated hereunder. Receiving Party agrees that, during the Term (defined below), Receiving Party may only use, and shall only permit its Representatives to use, the Confidential Information for purposes of evaluating, negotiating, consummating and developing the Transaction with FSP, and except as permitted by this Agreement, shall not disclose any Confidential Information to any third party that is not one of Receiving Party’s Representatives. “Representatives” shall mean Receiving Party’s employees, directors, officers, partners, members, agents, contractors, advisors, lenders, financial partners, accountants, brokers, prospective purchasers, prospective and existing lenders, tax advisors, attorneys and other representatives who are actively and directly participating in the Transaction or who otherwise have a need to know the Confidential Information. Receiving Party further agrees to be responsible for the actual damages to FSP caused by any breach of this Agreement by any Representatives. Receiving Party acknowledges that FSP is a wholly-owned subsidiary of Franklin Street Properties Corp., which is a public reporting company with the United States Securities and Exchange Commission. Receiving Party acknowledges that it is aware that the United States and other applicable securities laws prohibit any person who is in possession of material, non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such material, non-public information.
Non-Disclosure and Use of Confidential Information. (a) Tenant and Contractor agree that, except as set forth below, all Confidential Information shall be used by Tenant and Contractor solely for the purposes stated in Section 1 hereof. Tenant and Contractor further agree not to disclose any of the Confidential Information without the prior written consent of Landlord to any third party other than to their respective (i) employees, officers, directors, and (ii) agents and representatives, including attorneys, accountants and financial advisors (collectively, the "Representatives"), in each case who (i) have a need to know the Confidential Information for the limited purpose stated in Section 1 hereof, and (ii) have entered into an agreement with Tenant and Contractor substantially in the form of this Agreement.
(b) The term "Confidential Information" shall not include information which: (a) is already known to Tenant or Contractor from non-Landlord sources not known by Tenant or Contractor to be subject to any confidentiality obligations to Landlord; (b) is or becomes generally available to the public other than as a result of a disclosure by Tenant or Contractor or any of their Representatives; or (c) is required to be disclosed by law or by regulatory or judicial process (including without limitation any action instituted by Tenant to enforce the terms of the Lease.)
