NON-DISCLOSURE of CONFIDENTIAL MATERIAL Sample Clauses

NON-DISCLOSURE of CONFIDENTIAL MATERIAL. The Parties may exchange information that is confidential ("Confidential Information"). Confidential Information of each party includes its trade secrets, methods, processes or procedures, financial, technical and nonpublic business information, information about employees and clients, and all other information identified in writing as confidential. Confidential Information of Netrix includes all proposals, pricing, contract terms, software owned by Netrix, data definitions, database structures, training materials, help system content and any guides or other documentation, and any information about Netrix suppliers, employees and contractors. Confidential Information of Client includes information about Client’s customers, employees and business and all Client data provided to Netrix. Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no act or omission of the recipient; (b) was in the recipient’s lawful possession prior to the disclosure from a source other than disclosing party; (c) is lawfully disclosed to recipient by a third party without restriction on disclosure; (d) is independently developed by recipient without use of disclosing party’s Confidential Information; or (e) is disclosed by operation of law. Each recipient shall protect the disclosing Party’s Confidential Information from disclosure to any unpermitted third party using at least a reasonable degree of care, and each recipient agrees to use the disclosing Party’s Confidential Information only for the purpose of performance under this Agreement. Notwithstanding the foregoing, Netrix may disclose the Client’s Confidential Information to its consultants, agents or employees who have a need to know and who have agreed in writing to protect such confidential information confidential at least to the extent set forth herein. The provisions of this Section 5 shall survive termination of the Agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
NON-DISCLOSURE of CONFIDENTIAL MATERIAL. Each of the parties agrees it will not disclose such Confidential Material to any person or entity other than to their Affiliates and to the Boards of Directors or equivalent governing bodies, agents, employees, professional advisors of the foregoing in connection with the performance of services provided by them, in connection with the enforcement of any of the Sale Documents, any audit, as may otherwise be required by law, regulation or judicial process, or in the case of Buyer, to any prospective financing party or to a participant or assignee of all or any part of Buyer’s interest in the Aircraft. Any party disclosing Confidential Material to any person or entity as aforesaid shall use reasonable efforts to cause such person or entity receiving Confidential Material to agree to the terms of this letter as regards any disclosure by it of Confidential Material. In the case of disclosure of Confidential Material pursuant to judicial process, the party from whom disclosure is sought shall notify each other party of the demand for disclosure. Any party seeking to protect the Confidential Material from such disclosure may at its cost and expense take such action as it reasonably deems necessary to preserve the confidentiality of the Confidential Material, provided such action shall not subject the party from whom disclosure is sought to any risk, liability, penalty or cost (including fees and costs of counsel). 11.3
Sample 1Sample 2
NON-DISCLOSURE of CONFIDENTIAL MATERIAL. The Recipient agrees that the Confidential Material shall be kept confidential by it and its Representatives, and that the Recipient shall not disclose any of the Confidential Material in any manner whatsoever except (a) to those directors, officers, employees, consultants, auditors or counsel of the Recipient (the "Representatives") who need to know such information for purposes directly relating to the Brokerage Agreement, or (b) with the prior written consent of the Company. The Recipient agrees to expressly advise such Representatives that the information is to be kept confidential, and such Representatives shall agree to keep such information confidential and abide by the terms of this Agreement.
Sample 1

Related to NON-DISCLOSURE of CONFIDENTIAL MATERIAL

  • Non-Disclosure of Confidential Information (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive.

  • Disclosure of Confidential Information Any Finance Party may disclose:

  • Nondisclosure of Confidential Information (i) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered.

  • Use of Confidential Information The parties agree that during the term of this Agreement and thereafter, Confidential Information is to be used solely in connection with satisfying their obligations pursuant to this Agreement, and that a party shall neither disclose Confidential Information to any third party, nor use Confidential Information for its own benefit, except as may be necessary to perform its obligations pursuant to this Agreement or as expressly authorized in writing by the other party, as the case may be. Neither party shall disclose any Confidential Information to any other persons or entities, except on a “need to know” basis and then only: (i) to their own employees and Agents (as defined below); (ii) to their own accountants and legal representatives, provided that any such representatives shall be subject to subsection (d) below; (iii) to their own affiliates, provided that such affiliates shall be restricted in use and redisclosure of the Confidential Information to the same extent as the parties hereto. “Agents”, for purposes of this Section, mean each of the parties’ advisors, directors, officers, employees, contractors, consultants affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), or other agents. If and to the extent any Agent of the recipient receive Confidential Information, such recipient party shall be responsible for such Agent’s full compliance with the terms and conditions of this Agreement and shall be liable for any such Agent’s non-compliance.

  • Confidential Information; Non-Disclosure In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!