Nondisclosure and Confidentiality. Contractor agrees that all confidential information shall be used only for purposes of providing the deliverables and performing the services specified herein and shall not disseminate or allow dissemination of confidential information except as provided for in this section. The contractor shall hold as confidential and will use reasonable care (including both facility physical security and electronic security) to prevent unauthorized access by, storage, disclosure, publication, dissemination to and/or use by third parties of, the confidential information. “Reasonable care” means compliance by the contractor with all applicable federal and state law, including the Social Security Act and HIPAA. The contractor must promptly notify the state in writing if it becomes aware of any storage, disclosure, loss, unauthorized access to or use of the confidential information. Confidential information, as used herein, means any data, files, software, information or materials (whether prepared by the state or its agents or advisors) in oral, electronic, tangible or intangible form and however stored, compiled or memorialized that is classified confidential as defined by State of Alaska classification and categorization guidelines (i) provided by the state to the contractor or a contractor agent or otherwise made available to the contractor or a contractor agent in connection with this contract, or (ii) acquired, obtained or learned by the contractor or a contractor agent in the performance of this contract. Examples of confidential information include, but are not limited to: technology infrastructure, architecture, financial data, trade secrets, equipment specifications, user lists, passwords, research data, and technology data (infrastructure, architecture, operating systems, security tools, IP addresses, etc). If confidential information is requested to be disclosed by the contractor pursuant to a request received by a third party and such disclosure of the confidential information is required under applicable state of federal law, regulation, governmental or regulatory authority, the contractor may disclose the confidential information after providing the state with written notice of the requested disclosure ( to the extent such notice to the state is permitted by applicable law) and giving the state opportunity to review the request. If the contractor receives no objection from the state, it may release the confidential information within 30 days. Notice of the re...
Nondisclosure and Confidentiality. In the course of Consultant providing the consulting services under this Agreement, Consultant will have access to the Company's trade secrets, proprietary information and confidential information, the use, application or disclosure of any of which will cause substantial and possible irreparable damage to the business and asset value of the Company. Accordingly, Consultant accepts and agrees to be bound by the following provisions:
Nondisclosure and Confidentiality. 4.1.1 Employee acknowledges that, the information, observations, and data obtained by Employee during employment with the Company pertaining to the business or affairs of the Company are the property of the Company, all of which is hereby agreed to constitute confidential information of the Company ("Confidential Information"). To ensure the continued secrecy and confidentiality of such Confidential Information, Employee hereby covenants and agrees that during the Employee's employment with the Company and for a period of five (5) years after Employee's termination, Employee shall keep secret and shall not divulge any of the names of, or any other information relative to, the clients, business and affairs of Company, and any and all business associations or activities of Company and its clients or any other information, observation, or data that Employee acquires during Employee's employment with the Company. Employee also further covenants and agrees that Employee will not keep, or use for Employee's personal advantage, either directly or indirectly, any written Confidential Information (regardless of the manner or form in which such documentation exists) relative to the business or affairs of the Company or its clients and, furthermore, will not furnish or make available any such information to any third party.
Nondisclosure and Confidentiality. The Consultant understands that it has developed and been exposed to, or may develop or be exposed to highly confidential information and trade secrets of HPI and the other Energy Companies and, including, without limitation, geological and geophysical data and analysis, discoveries, well logs, drilling techniques, drilling locations, drilling results, land acquisitions, technical studies, future plans and strategies (collectively, "Confidential Information"), and that maintenance by HPI and the other Energy Companies of their proprietary Confidential Information to the fullest extent possible is extremely important. Accordingly, the Consultant covenants that, (a) except with the prior written consent of the Partnership, it shall at all times keep confidential and not divulge, furnish or make accessible to anyone (except HEPGP's or the Partnership's authorized representatives), any confidential information to which the Consultant has been or shall become privy relating to the business of the Partnership, the Partnership or any of its affiliates and, (b) except with the prior written consent of HCRC, it shall at all times keep confidential and not divulge, furnish or make accessible to anyone (except HCRC's authorized representatives), any confidential information to which the Consultant has been or shall become privy relating to the business of HCRC or any of its affiliates. The provisions of this Section 3 shall not apply to any information to the extent (i) it is or shall become generally known to the public or the trade (without the commission of a tortious act), (ii) it is or shall become available in trade or other publications, (iii) the Consultant is required by law to disclose such information to any person, or (iv) that agents of Consultant need such information to assist Consultant with the performance of its duties hereunder. With respect to clause (iv), however, Consultant agrees to indemnify the Energy Companies to the extent any agent of Consultant violates any provision contained in this Section 3. Upon termination of the Consultant's appointment for any reason, or if earlier required by HPI, the Consultant agrees to return to HPI all copies of any documents or items previously provided to Consultant and/or its agents containing any Confidential Information.
Nondisclosure and Confidentiality. 8.1 Each party may disclose to the other party certain Trade Secrets and Confidential Information of such party or its affiliates, customers (including Exhibitors) or vendors. For purposes of this Agreement, "
Nondisclosure and Confidentiality. The Employee acknowledges and agrees that during the term of her employment, she has had access to trade secrets and other confidential information unique to the business of the Company and that the disclosure or unauthorized use of such trade secrets or confidential information by the Employee would injure the Company's business. Therefore, the Employee agrees that she will not, for a period of two (2) years following the Separation Date, use, reveal or divulge any trade secrets or any other confidential information which, while not trade secrets or information unique to the Company's business, is highly confidential and constitutes a valuable asset of the Company by reason of the material investment of the Company's time and money in the production of such information. The Employee agrees that she will not use, reveal or divulge any general confidential or customer-related information.
Nondisclosure and Confidentiality. 1. Lambxxx xxx Elalouf shall not hereafter in any action or other proceeding, whether now pending or hereafter commenced, offer into evidence any fact concerning any act or omission of the Vertical Parties, or any of them, which occurred up to the date of this Agreement, unless compelled under judicial process, and shall not hereafter in any action or other proceeding, whether now pending or hereafter commenced, seek to obtain discovery of any act or omission of the Vertical Parties, or any of them, which occurred up to the date of this Agreement.
Nondisclosure and Confidentiality. 15.1. The Policyholder shall not, without EXIM Bank's prior written consent, at any time disclose any terms or conditions of the Policy or any information made available by EXIM Bank to the Policyholder with respect thereto and designated as confidential, to any third party other than government regulators in the country of the Policyholder and the Policyholder's lawyers, auditors, accountants, financial advisors, affiliate companies, syndicate and prospective lenders, and rating agencies (in which case, such information shall only be disclosed on a confidential basis).
Nondisclosure and Confidentiality. 8.1 For purposes of this Agreement, the term "
Nondisclosure and Confidentiality. 9.1 During the term of this Agreement, each party may supply to the other confidential information. The confidential information will, during the term of this Agreement and for a period of three (3) years subsequent to the termination or expiration of this Agreement, be kept confidential by the receiving party using the same standard of care that the receiving party uses to protect its own information of a similar nature, and will not be used by the receiving party outside the scope of this Agreement. When disclosed in writing, the confidential information will be identified and labeled as such. Confidential information shall not include any information which (i) was in the public domain when received, or thereafter enters the public domain through no fault of the receiving party; (ii) is in the receiving party’s possession prior to receipt from the disclosing party; (iii) is independently developed by the receiving party without reference to any confidential information of the disclosing party; or (iv) is required to be disclosed by law or regulation or pursuant to a valid court order. The parties agree the confidential information shall remain the property of the original owner. Upon notice from the disclosing party, the receiving party will return to the disclosing party any requested confidential information which is in tangible form (or, where a delivery is not possible, will destroy such confidential information and certify to the disclosing party that the receiving party has done so), and neither the receiving party nor its employees or representatives will use any of the confidential information for any other purpose whatsoever. Any information not so returned and/or destroyed will remain subject to this provision.
