Nondisclosure Requirements. Each Party agrees to hold Proprietary Information of the other Party in strictest confidence and not to copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information of the other Party to any third party, or utilize such Proprietary Information for any purpose whatsoever other than as expressly contemplated by this Agreement or as otherwise agreed to in writing by the Parties. Each Party may only disclose the other Party’s Proprietary Information to employees, representatives and consultants of such Party who are under a written obligation to comply with the nondisclosure obligations set forth herein. Each Party agrees to notify the other Party in writing of any suspected or known breach of the obligations or restrictions set forth in this Section 13. The obligations of this Section 13.2 shall continue for so long as such information constitutes a Trade Secret under applicable law and for Confidential Information, for the term of this Agreement and for a period of three (3) years following termination or expiration of this Agreement. Notwithstanding the foregoing, any previously executed nondisclosure agreement between the Parties shall continue in full force and effect, provided that to the extent of any inconsistency or ambiguity between such non-disclosure agreement and this Agreement, this Agreement shall take precedence and control and govern in all respects.
Nondisclosure Requirements. If the parties have not executed a mutual nondisclosure agreement, this provision will govern their exchange of information. Each party will not disclose any Confidential Information (defined below) received from the other party, or otherwise discovered by the receiving party, to any third party, except as expressly permitted in the Agreement. This obligation will continue until two years after the Agreement expires or terminates. Confidential Information includes, but is not limited to, pricing and terms of the Agreement, and information relating to the disclosing party's technology, business affairs, trade secrets, development and research information, and marketing or sales plans (collectively the "Confidential Information"). The receiving party may disclose Confidential Information to its subsidiaries, Affiliates, agents and consultants with a need to know, if they are not competitors of the disclosing party and are subject to a confidentiality agreement at least as protective of the disclosing party’s rights as this provision. The parties will use Confidential Information only for the purpose of performing under the Agreement or for the provision of other CenturyLink services. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (A) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (B) is or becomes publicly known, through no wrongful act or omission of the receiving party; (C) is received without restriction from a third party free to disclose it without obligation to the disclosing party; (D) is developed independently by the receiving party without reference to the Confidential Information, or (E) is required to be disclosed by law, regulation, or court or governmental order. The parties acknowledge that the receiving party’s unauthorized disclosure or use of Confidential Information may result in irreparable harm. If there is a breach or threatened breach of the Agreement, the disclosing party may seek a temporary restraining order
Nondisclosure Requirements. If the parties have not executed a mutual nondisclosure agreement, this provision will govern their exchange of information. Each party will not disclose any Confidential Information (defined below) received from the other party, or otherwise discovered by the receiving party, to any third party, except as expressly permitted in the Agreement. This obligation will continue until two years after the Agreement expires or terminates. Confidential Information includes, but is not limited to, pricing and terms of the Agreement, and information relating to the disclosing party's technology, business affairs, trade secrets, development and research information, and marketing or sales plans (collectively the "Confidential Information"). The receiving party may disclose Confidential Information to its subsidiaries, Affiliates, agents and consultants with a need to know, if they are not competitors of the disclosing party and are subject to a confidentiality agreement at least as protective of the disclosing party’s rights as this provision.
Nondisclosure Requirements. The provisions of the parties’ Nondisclosure Agreement, dated December 2002, supercede and replace this Section 12 in its entirety. Ok
Nondisclosure Requirements. Each party shall hold Proprietary Information of the other party in strictest confidence and not to copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information to any third party, or utilize the Proprietary Information for any purpose whatsoever other than as expressly contemplated by this Agreement or as otherwise mutually agreed to in writing. Proprietary Information shall only be disclose to employees, representatives and consultants of the parties who are under a written obligation to comply with the nondisclosure obligations set forth herein. Each party shall cause such employees, representatives and consultants to comply with the nondisclosure obligations set forth herein. Each party shall immediately notify the other party in writing of any suspected or known breach of the obligations or restrictions set forth in this Section 6. Each party shall cooperate with the other party to prevent, cure and mitigate any harmful or potentially harmful effects of any suspected or known breach. Notwithstanding the foregoing, any previously executed Confidentiality Agreements between the Parties shall continue in full force and effect, provided that to the extent of any inconsistency or ambiguity between such agreements and this Agreement, this Agreement shall control and govern in all respects.
Nondisclosure Requirements. During the Term of this Agreement, either Child Watch or XXXXX SYSTEMS (the "Provider") may provide Confidential Information to the other party (the "Recipient"). The Recipient shall not publish, reproduce, disclose or release the Confidential Information of the Provider, in whole or in part, to any third party (including without limitation to any contractor, agent, government agency, or customer) without the prior written consent of the Provider in its sole discretion. Notwithstanding anything stated to the contrary, the Recipient may publish such information to its accountants, auditors and pursuant to any appropriate and required court or administrative order. The Recipient shall not disclose Confidential Information to any subsidiary or other Affiliate of the Recipient unless that company has a need to know and agrees to be bound by the provisions of this Agreement.
Nondisclosure Requirements. If the parties have not executed a mutual nondisclosure agreement, this provision will govern their exchange of information. Each party will not disclose any confidential information received from the other party, or otherwise discovered by the receiving party, to any third party, except as expressly permitted in this Agreement. This obligation will continue until two years after this Agreement terminates. Confidential information includes, but is not limited to, pricing and terms of the Agreement, and information relating to the disclosing party's technology, business affairs, and marketing or sales plans (collectively the "Confidential Information"). Each party may disclose Confidential Information to its subsidiaries, affiliates, agents and consultants with a need to know, if they are not competitors of the disclosing party and are subject to a confidentiality agreement at least as protective of the disclosing party’s rights as this provision. The parties will use Confidential Information only for the purpose of performing under this Agreement or for the provision of other Sprint services. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (A) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (B) is or becomes publicly known, through no wrongful act or omission of the receiving party; (C) is received without restriction from a third party free to disclose it without obligation to the
Nondisclosure Requirements. Each party shall hold Proprietary Information of the other party in strictest confidence and shall not copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information to any third party, or utilize the Proprietary Information for any purpose whatsoever other than as expressly contemplated by this Agreement or as otherwise mutually agreed to in writing. Proprietary Information shall only be disclosed to employees, representatives and consultants of the Parties with a need to know such information in order to further the intent and purposes of this Agreement. Each Party shall cause such employees, representatives and consultants to comply with the nondisclosure obligations set forth herein and shall be responsible for any breach of this Agreement by any such employee, representative or consultant. Each Party shall immediately notify the other party in writing of any suspected or known breach of the obligations or restrictions set forth in this Section 6. Each Party shall cooperate with the other party to prevent, cure and mitigate any harmful or potentially harmful effects of any suspected or known breach. Notwithstanding the foregoing, any previously executed Confidentiality Agreements between the Parties shall continue in full force and effect, provided that to the extent of any inconsistency or ambiguity between such agreements and this Agreement, this Agreement shall control and govern in all respects.
Nondisclosure Requirements. Employee understands that during her tenure she shall be exposed to Confidential Information, which is defined as information or material that has or could have commercial value or other utility in the business, is related to Agency regulation or contracts, or which is deemed by the General Manager to be confidential. Employee shall hold and maintain the Confidential Information in strictest confidence. Employee shall carefully restrict access to Confidential Information to employees and contractors and shall not use the Confidential Information for Employee’s own benefit, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Agency. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement. Employee's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Employee; (b) learned by the Employee through legitimate means other than from the Agency; or (c) is disclosed by the Employee with the Agency's prior written approval.
Nondisclosure Requirements. If the parties have not executed a nondisclosure agreement, the following provisions will govern the parties' exchange of information.
A. During the Agreement Term and for a 3 year period after the Agreement Term, neither party will disclose any Agreement terms, including pricing, or the other party's proprietary information. Proprietary information will remain the property of the disclosing party. The obligation not to disclose software and related information will survive after this 3 year period. Customer will only disclose the software to its employees who have a need to know.
B. The receiving party may use the proprietary information only to further the proposed relationship between the parties. Proprietary information may not be disclosed to any third party except upon written consent of the disclosing party. No rights, licenses, trademarks, inventions, copyrights, or patents are granted under this Agreement.
C. Proprietary information disclosed to the other party must be clearly identified. Written proprietary information must be clearly marked in a conspicuous place as proprietary. Verbal proprietary information must be confirmed in writing within 15 days following disclosure. Proprietary information includes, but is not limited to, all tangible, intangible, present and future information such as:
(1) financial information including pricing;
(2) technical information including software, research, development, procedures, algorithms, data, designs and AppliedTheory 9 of 12 12/30/99 ================================================================================ ================================================================================ SPRINT PROPRIETARY INFORMATION 10 [SPRINT LOGO] Agreement No. BSG-9912-294 know-how; and
(3) business information including operations, planning, marketing interests and products.
D. Proprietary information does not include information that is:
(1) published or is in the public domain through no fault of the receiving party; (2) within the receiving party's legitimate possession prior to disclosure with no confidentiality obligations; (3) lawfully received from a third party having rights with no restriction; (4) independently developed by the receiving party without breaching this Agreement; or (5) revealed with the disclosing party's consent.
E. If the proprietary information is required to be produced by court order or government authority, the receiving party must immediately notify the disclosing party of th...
