Non-Disclosure of Agreement. Executive and the Company agree that neither party will, unless required by law, talk about, write about or otherwise publicize the terms of this Agreement and the Employment Severance Agreement, the benefits being paid under such agreements or the fact of their payment, except that this information may be disclosed to each party's respective attorneys, accountants or other professional advisors to whom disclosure must be made in order for them to render professional services. Such attorneys, accountants or other professional advisors will, however, be instructed to maintain the confidentiality of this information. Notwithstanding the foregoing, Executive and the Company agree that this Agreement may be used as evidence in any proceeding, administrative, judicial, arbitral or otherwise, relating to Executive's employment with the Company or the termination thereof.
Non-Disclosure of Agreement. Except as otherwise provided under this Agreement or as may be required by law or regulation, neither Party, without the prior written consent of the other Party, will disclose to any other Person either the fact that this Agreement exists, the fact that the Parties have made any information available to each other or the fact that any discussions or negotiations are taking place concerning a possible arrangement or any of the terms, conditions or other facts with respect to any such possible arrangement, including the status thereof; provided that a Party may disclose such information (a) to its advisors and Affiliates who agree or who are under a legal or fiduciary obligation to maintain the confidentiality of such information and (b) to prospective purchasers, investors or lenders (subject to the execution by the prospective purchasers, investors or lenders of written confidentiality agreements with terms at least as stringent as those contained herein); provided, that in no event shall such information be disclosed to a competitor of such other Party unless such competitor is seeking to purchase, invest or lend funds to Supplier. If a receiving Party receives a request to disclose all or any part of the disclosing Party’s Confidential Information under the terms of a valid and effective subpoena, decree or order issued by a court of competent jurisdiction or by a governmental body, the receiving Party hereby agrees to, and agrees to cause its Affiliates to, immediately notify the disclosing Party in writing of the existence, terms and circumstances surrounding the request, so that the disclosing Party may seek an appropriate protective order or waive the receiving Party’s compliance with the provisions of this Agreement (and, if the disclosing Party seeks an order, to provide the cooperation as said owner shall reasonably request); and if disclosure of Confidential Information is required in the written opinion of a receiving Party’s counsel, the receiving Party shall exercise reasonable efforts, with the cooperation of the disclosing Party, to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information.
Non-Disclosure of Agreement. The Employee and the Company agree that, during the term of this Agreement and after the termination of this Agreement, neither shall disclose the terms and provisions of this Agreement to any Person other than their professional advisors, and in the case of the Company, other than to its affiliates, except in connection with a dispute hereunder, or as required in connection with a proceeding before a court, arbitrator, administrative agency or other governmental or judicial entity or as otherwise required by law.
Non-Disclosure of Agreement. Except to the extent required by law, Company and Executive agree not to disclose the terms of this Agreement to any person, other than their attorneys, accountants, financial advisors or, in Executive’s case, members of Executive’s immediate family; provided that this Section shall not be construed to prohibit any disclosure required by law or in any proceeding to enforce the terms and conditions of this Agreement. Executive expressly acknowledges that the Company has an obligation to disclose the termination of Executive’s employment in a filing with the Securities and Exchange Commission and that such filing may require including the terms and conditions of this Agreement and/or this Agreement itself.
Non-Disclosure of Agreement. Executive understands that the Company wishes to maintain the confidentiality of the contents of this Agreement. Executive agrees to limit discussion of this Agreement and its terms to Executive’s immediate family and professional advisors. Failure to comply with this commitment is grounds for the Company to deny payment hereunder.
Non-Disclosure of Agreement. The parties agree that this Agreement, and its terms and conditions, shall remain confidential and shall not be disclosed by either party to any person or entity except by order of a court of competent jurisdiction or with the written consent of the other party.
Non-Disclosure of Agreement. Neither Party shall disclose any information about this Agreement without the prior written consent of the other.
Non-Disclosure of Agreement. Employee agrees that he/she will not, unless required by law or authorized in writing by an officer of the Company, talk about, write about or otherwise publicize the terms of this Agreement, the benefits being paid under it or the fact of their payment, except that this information may be disclosed to Employee’s respective attorneys, accountants or other professional advisors to whom disclosure must be made in order for them to render professional services to Employee. Such attorneys, accountants or other professional advisors will, however, be instructed to maintain the confidentiality of this information. Notwithstanding the foregoing, Employee and the Company agree that this Agreement may be used as evidence in any proceeding, administrative, judicial, arbitral or otherwise, relating to Employee’s employment with the Company or the termination thereof.
Non-Disclosure of Agreement. The Parties agree to keep any and all matters relating to this Separation Agreement, including its existence, terms and the negotiations and circumstances which led to this Separation Agreement, confidential such that they will not disclose such matters to any person or entity at any time; provided that (1) the Company may disclose such matters to (i) any of its officers, directors, partners, owners, agents, auditors, representatives and employees, to the extent necessary to implement this Separation Agreement, (ii) any prospective purchaser of the Company’s business in order to comply with the Company’s disclosure obligations to or due diligence requests by any prospective purchaser of the Company’s business, (iii) its shareholders and prospective investors through filings with the Securities and Exchange Commission in order to comply with its public company reporting and disclosure obligations, and (iv) any party to the extent required by law, and (2) the Executive may disclose this Separation Agreement to his counsel, his tax and financial advisors and his immediate family members, and the Executive may discuss his separation from the Company and this Separation Agreement with persons with whom he has a personal relationship to the extent such persons inquire of him regarding these matters so long as the Executive does not misrepresent in any manner the terms of his separation.
Non-Disclosure of Agreement. Mx. Xxxxxxxxx acknowledges that confidentiality and nondisclosure are material considerations for Raindance entering into this Separation and Release Agreement. As such, the provisions of this Separation and Release Agreement shall be held in strictest confidence and shall not be publicized or disclosed in any manner whatsoever, including but not limited to, the print or broadcast media, any public network such as the Internet, any other outbound data program such as computer generated mail, reports or faxes, or any source likely to result in publication or computerized access. Notwithstanding the prohibition in the preceding sentence: (a) the parties may disclose this Separation and Release Agreement in confidence to their respective attorneys, accountants, auditors, tax preparers, and financial advisors; (b) Raindance may disclose this Separation and Release Agreement as necessary to fulfill standard or legally required corporate or public reporting or disclosure requirements; (c) Raindance may disclose this Separation and Release Agreement upon request from any government entity; and (d) the parties may disclose this Separation and Release Agreement insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law. In the event that Raindance makes a public disclosure of this document pursuant to the exceptions set forth above, Mx. Xxxxxxxxx will be released from the obligations set forth in this paragraph.
