Nondisclosure Confidentiality. The Custodian expressly agrees that it shall not use the name of, nor identify, the Fund or any of its subsidiaries in any of the Custodian's media or other advertising distributed by the Custodian to its customers or potential customers. The Custodian shall maintain the confidentiality of the Fund's Custody Account information and not disclose any such information except as permitted by this Agreement or as required by laws, rules, regulations or orders having the force of law, but only after notice to Fund. The Shareholders Communications Act of 1985 and subsequent amendments to the act authorize Custodian to release to issuers of Securities and to other security holders of an issue, Fund name, address and Securities position if Fund Custody Account was opened after December 28, 1985, unless Fund states its objection. Custodian hereby acknowledges Fund's objection.
Nondisclosure Confidentiality. Contractor shall maintain the security, nondisclosure, and confidentiality of all information in accordance with the following clauses in the performance of its activities under the Contract. Contractor shall ensure that its agents, employees, officers, partners, and subcontractors, if any, are fully aware of the obligations arising under the Contract and shall take all commercially reasonable steps to ensure their compliance to prevent unauthorized use, access, or disclosure of NYS Confidential Information. Failure by Contractor or its agents, employees, officers, partners, or subcontractors to fully comply with these requirements shall be deemed a failure to meet Contractor's obligations under the Contract and may result in ITS suspending, canceling, and/or terminating the Contract for cause or to pursue any other legal or equitable remedies available.
Nondisclosure Confidentiality. Notwithstanding any other provision of this Agreement, the Parties recognize that they will share certain confidential, proprietary, and nonpublic information (“confidential information”) with each other in connection with this Agreement. Accordingly, all such confidential information exchanged by the parties in connection with this Agreement is governed by the Non−Disclosure Agreement dated 12/8/2021 attached to this Agreement as Exhibit A (“NDA”). The NDA shall continue to govern the Agreement notwithstanding any expiration or termination of such NDA. DocuSign Envelope ID: 0F500C0F-8C3B-4243-BE3B-728B40799121
Nondisclosure Confidentiality. The Executive agrees that if his employment terminates during the term of this Agreement, he will not for one (1) year after such termination, directly or indirectly disclose or give to others any confidential fact or information not generally available to the public concerning the Corporation's or the Bank's financial operations and businesses, including but not limited to the provision of financial data processing services to banks, thrift institutions, credit unions and mortgage servicers, and the providing of merchant credit card authorization, settlement and related services, data imaging, micrographic, and electronic data management services to others generally. Such financial information, financial systems, financing arrangements, trade secret or confidential business information includes business plans, financial information, financial systems, financing arrangements, and any other secret or confidential work, knowledge, "know-how," trade secret or confidential information including confidential information relating to customer accounts, customer needs, organization, strategy, research and development, design, drawings, specifications, techniques, processes, procedures, "know-how," marketing techniques and materials, marketing and development plans, fee lists, fee policies or any other confidential information relating to customers.
Nondisclosure Confidentiality. During my assignment with GDLS, it will provide me with access to confidential information and trade secrets of both GDLS and its customers, all of which are essential to GDLS’ business and the continued confidentiality of which is critical to GDLS’ economic well-being. The sole purpose of this Nondisclosure, Nonsolicitation and Assignment of Inventions Agreement (“Agreement”) is to protect, to the maximum extent permitted by law, GDLS’ protectable business interests in such proprietary, confidential and/or trade secret information. Such proprietary, confidential and trade secret information includes, but is not limited to, GDLS’ financial information, business operations and plans, prospects, inside information (including information regarding financial performance, earnings, existing products, existing techniques, new products, new techniques and business strategies), proprietary processes and know-how, research and development programs, personnel information (including, without limitation, skills and compensation), product development information, and information regarding possible acquisitions or sales of businesses or facilities. Such proprietary, confidential and trade secret information does not include any information that has become part of the public domain by means other than my breach of this Agreement. I agree not to use or disclose, at any time during my assignment or at any time thereafter, any such proprietary, confidential or trade secret information to any third party for any reason, except with written consent from GDLS and as authorized and necessary to perform my job.
Nondisclosure Confidentiality. You may not directly or indirectly disclose or use any Confidential Information at any time during or after your independent contractor relationship with HouseLens. This restriction includes the use of Confidential Information for personal, commercial, or proprietary advantage or profit. You shall take all appropriate steps to safeguard the information and to protect it against disclosure, misuse, espionage, loss, and theft. Upon HouseLens’ request, you will promptly return or destroy all copies of the Confidential Information.
Nondisclosure Confidentiality. The CLIENT agrees that unless it receives prior written consent of Pronet, the CLIENT shall neither execute nor attempt to execute the action of making available, selling, disclosing, or releasing, directly or indirectly, any contents, papers, excerpts, or information contained in this Agreement, except for the exclusive internal use by the CLIENT and its legal representatives. The CLIENT agrees that all information contained herein will be treated as confidential information of Pronet. The CLIENT acknowledges that this Agreement has been custom designed for the CLIENT by Pronet, and the unauthorized disclosure of this Agreement to 3rd parties by the CLIENT, which may or may not include Pronet competitors, will be a direct violation of this Agreement, an unauthorized and improper disclosure of Pronet’s trade secrets, and highly prejudicial to Pronet’s interests. In the event that CLIENT fails to provide confidentiality of the information contained in this Agreement, CLIENT shall provide remedy for this violation which may include, but is not limited to, the following: direct and indirect punitive damages due to lost revenue and opportunity costs and related attorneys’ fees and court costs.
Nondisclosure Confidentiality. The CLIENT agrees that unless it receives prior written consent of All in IT, the CLIENT shall neither execute nor attempt to execute the action of making available, selling, disclosing, or releasing, directly or indirectly, any contents, papers, excerpts, or information contained in this Agreement, except for the exclusive internal use by the CLIENT and its legal representatives. The CLIENT agrees that all information contained herein will be treated as confidential information of All in IT. The CLIENT acknowledges that this Agreement has been custom designed for the CLIENT by All in IT, and the unauthorized disclosure of this Agreement to 3rd parties by the CLIENT, which may or may not include All in IT competitors, will be a direct violation of this Agreement, an unauthorized and improper disclosure of All in IT’s trade secrets, and highly prejudicial to All in IT’s interests. In the event that CLIENT fails to provide confidentiality of the information contained in this Agreement, CLIENT shall provide remedy for this violation which may include, but is not limited to, the following: direct and indirect punitive damages due to lost revenue and opportunity costs and related attorneys’ fees and court costs.
Nondisclosure Confidentiality. Confidential Information" refers to the following items one party to this Agreement ("Discloser") discloses to the other ("Recipient"): (a) any document Discloser marks "Confidential"; (b) any information Discloser orally designates as "Confidential" at the time of disclosure; (c) any source code disclosed by Skip-Line and any names of actual or potential customers disclosed by Skip-Line to Customer, whether or not marked as confidential; and (d) any other nonpublic, sensitive information disclosed by Discloser (but not including processed or anonymized data). Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient's possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient's improper action or inaction; or (iv) is approved for release in writing by Discloser. Recipient shall not use Confidential Information for any purpose other than to facilitate the transactions contemplated by this Agreement (the “Purpose”). Recipient: (a) shall not disclose Confidential Information to any employee or contractor of Recipient unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Recipient with terms no less restrictive than those of this Section; and (b) shall not disclose Confidential Information to any other third party without Discloser’s prior written consent. Prior to Recipient disclosing Confidential Information to any employee, contractor, agent, or third party, Recipient shall ensure that each person to be granted access is bound by a written agreement or by a legally enforceable code of professional responsibility protecting the confidentiality of the Discloser’s Confidential Information with at least those measures that Recipient employs for the protection of its own confidential information, but in any event not less than a reasonable degree of care. Without limiting the generality of the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient shall promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient...
Nondisclosure Confidentiality. From and after the date of this Agreement, Xxxxx shall not disclose to any third party or use for any purpose other than as contemplated by this Agreement, any proprietary or confidential information regarding Company, Cerprobe and Acquisition. The preceding sentence shall not apply to information that (a) is, was, or becomes generally known or available to the public or the industry other than as a result of a disclosure by Xxxxx in violation of this Agreement; (b) was previously known by Xxxxx; (c) is subsequently obtained by Xxxxx from an independent third-party source having no obligation of confidentiality to Company, Cerprobe or Acquisition; or (d) is required to be disclosed by law. Xxxxx shall advise Company, Cerprobe and Acquisition, in writing, of any request, including a subpoena or similar legal inquiry, to disclose any such confidential information, so that Company, Cerprobe and Acquisition can seek appropriate legal relief. Xxxxx acknowledges that the covenants contained in this Section 8.2 are a material inducement for Cerprobe and Acquisition to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Accordingly, Xxxxx acknowledges that the restrictions contained in this Section 8.2 are reasonable and necessary for the protection of the business of Company, Cerprobe and Acquisition, and that a breach of any such restriction could not adequately be compensated by damages in an action at law. In the event of a breach or threatened breach by Xxxxx of any of the provisions of this Section 8.2, Company, Cerprobe and/or Acquisition shall be entitled to obtain, without the necessity of posting bond therefor, an injunction (preliminary or permanent, or a temporary restraining order) restraining Xxxxx from the activity or threatened activity constituting or which would constitute a breach, as well as damages and an equitable accounting of all 35 earnings, profits and other benefits arising from a violation, which right shall be cumulative and in addition to any other rights or remedies to which Company, Cerprobe and/or Acquisition may be entitled. Each and every provision set forth in this Section 8.2 is independent and severable from the others, and no provision shall be rendered unenforceable by virtue of the fact that, for any reason, any other or others of them may be unenforceable in whole or in part. The parties hereto agree that if any provision of this Section 8.2 shall be declared by a court of competent j...
