Obligation of Nondisclosure. Except as otherwise provided in this Agreement, each Party agrees that it will with respect to the Confidential & Privileged Information and Trade Secrets (collectively, the "Proprietary Information") of the other Party: (i) protect the confidential and proprietary nature of the Proprietary Information of the Disclosing Party from disclosure to Persons who are not employees of the Receiving Party; and (ii) use great care in the selection and assignment of personnel who receive the Disclosing Party’s Proprietary Information and in that regard to restrict access to the Disclosing Party’s Proprietary Information within the organization to a limited number of persons who must necessarily have such information for the purposes of giving effect to this Agreement and who have been advised of the restrictions contained herein, including the limitations placed on the use of Proprietary Information; and (iii) under no circumstances give any competitor of the Disclosing Party, or other third Party, direct access to the Disclosing Party’s Proprietary Information without the prior written consent of the Disclosing Party; and (iv) use the Proprietary Information of the Disclosing Party solely for the purpose of properly and lawfully performing and exercising of the Receiving Party's obligations and rights under this Agreement; and (v) not reproduce the Proprietary Information received from the Disclosing Party in any form except for internal use of the Receiving Party or as otherwise permitted by this Agreement and to include in any such reproduction any ownership or confidentiality legends that the Disclosing Party may have included in or with the original disclosure.
Obligation of Nondisclosure. All Information communicated by one party to the other party under this Agreement shall be maintained by the receiving party in strict confidence and shall not be disclosed to any third party without the express written permission of the disclosing party, which permission may be granted or withheld in such disclosing party's sole discretion. Notwithstanding the foregoing, either party may disclose Information of the other party to its professional advisors, provided that such advisors are bound by similar obligations of confidentiality to those contained herein. In addition, either party may reveal Information of the other party where required to do so by law or court order; provided, however, that the party intending to so reveal shall provide the other party with notice of its intent to reveal at least twenty (20) days prior to such revelations. The confidentiality obligations of the parties hereunder shall continue for a period of five (5) years from the expiration or termination of this Agreement.
Obligation of Nondisclosure. In connection with and as a condition to the Disclosing Party furnishing Confidential Material to the Receiving Party, the Manager hereby agrees that, during the term of this Agreement and for a period of three years thereafter, the Receiving Party shall treat all Confidential Material confidentially, and not disclose it except in accordance herewith. Notwithstanding the foregoing or any other provision contained herein, unless otherwise agreed to by the parties hereto, the Receiving Party may not in any manner use any Confidential Material for any purpose other than in connection with conduct of the Business.
Obligation of Nondisclosure. Except as otherwise provided in this Agreement, each Party agrees that it will with respect to the Confidential & Privileged Information and Trade Secrets (collectively, the
Obligation of Nondisclosure. The Parties promise and hereby agree:
1. To hold Confidential Information in strict confidence;
2. To use Confidential Information only for purposes of carrying out this Agreement;
3. To only disclose the Confidential Information to those PARTY’s officers, employees and agents as are necessary to carry out the purpose of this Agreement; and
4. Not to disclose Confidential Information to third parties without the other PARTY’s prior written approval. The Parties hereby agree that these obligations shall remain in full force and effect during the term of the Agreement and for three years following termination of this Agreement.
Obligation of Nondisclosure. The Recipient agrees to hold the Owner's Confidential Information in confidence and to use it solely for the Purpose and to cause its Representatives to hold the Owner’s Confidential Information in confidence and to use it solely for the Purpose. Confidential Information may not be used for any other purpose and must not be disclosed to any third party without the prior written consent of the Owner; unless disclosure is required by law or a court of competent jurisdiction. The Recipient will apply the same level of confidential treatment to the Owner’s Confidential Information as it does to its own Confidential Information and will restrict access to only those Representatives who require access to the Confidential Information in order to carry out the Purpose. The Recipient must notify Owner in writing of any actual or threatened misuse or misappropriation of the Confidential Information of which Recipient may become aware. In addition, each party may not disclose to any third party that the parties are discussing a potential transaction or the content of their discussions except to its Representatives who are assisting the Company with the potential transaction and who are advised of the Company’s confidentiality obligations, and except as required by law. Each party is responsible for disclosure of this information by its Representatives. These obligations continue regardless of whether the parties consummate the transaction
Obligation of Nondisclosure a. Receiving Party will maintain the Confidential Information in the strictest confidence and will not use or copy any Confidential Information, or disclose it to any third-parties except for purposes of performing its obligations or exercising its rights under this Agreement or an applicable SOW (or with prior written consent of Disclosing Party). Under no circumstance may Receiving Party use the Confidential Information to market or develop any products or services, aid in development or manufacturing processes or assist or accelerate research and development.
b. Receiving Party will safeguard all Confidential Information, using processes (including security measures) no less rigorous than it uses to protect, avoid unauthorized access, use, disclosure, destruction, loss, publication, alteration, or dissemination of its own confidential information of a similar nature and importance, provided that in no event will such measures be less than what is commercially reasonable under the circumstances. At a minimum, Receiving Party agrees to (i) securely store and segregate
Obligation of Nondisclosure a) Receiving Party will maintain the Confidential Information in the strictest confidence and will not use or copy any Confidential Information, or disclose it to any third-parties except for purposes of performing its obligations or exercising its rights under the Agreement (or with prior written consent of Disclosing Party). Under no circumstance may Receiving Party use the Confidential Information to market or develop any products or services, aid in development or manufacturing processes or assist or accelerate research and development.
b) Receiving Party will safeguard all Confidential Information, using processes and security measures no less rigorous than it uses to protect its own confidential information of a similar nature, provided that in no event will such measures be less than what is commercially reasonable under the circumstances. At a minimum, Receiving Party agrees to (i) securely store and segregate Confidential Information from its or other’s confidential information; and (ii) disclose Confidential Information only to Receiving Party’s employees or consultants (provided such consultants are not competitors of Disclosing Party) on a need-to-know basis and ensure that all such individuals are aware of and adhere to the terms of the Agreement. Receiving Party will not copy, alter, modify, disassemble, reverse engineer or decompile any of Disclosing Party’s Confidential Information without Disclosing Party’s prior written consent. Receiving Party shall comply with all state and federal privacy laws, including the provisions of the Xxxxx- Xxxxx-Xxxxxx Act.
c) To the extent permitted by law, should Receiving Party receive a governmental order to disclose the information, Receiving Party will: promptly notify Disclosing Party of the order’s existence and scope; assist Disclosing Party with any challenge to the validity or scope of the order; and comply with any applicable protective order or equivalent.
Obligation of Nondisclosure. Receiver: (i) shall hold all of Discloser’s Confidential Information in absolute confidence, (ii) shall use Discloser’s Confidential Information only for the purpose of determining whether and how to proceed with the business arrangement with Discloser, (iii) shall not use Discloser’s Confidential Information in any way directly or indirectly detrimental to the interests of Discloser, (iv) shall not reproduce Discloser’s Confidential Information except to the extent absolutely necessary for preparing its evaluation, (v) shall restrict disclosure of Discloser’s Confidential Information to its employees and consultants with a need to know, and (vi) shall not disclose Discloser’s Confidential Information to any third party by any means, without prior written approval of Discloser.
Obligation of Nondisclosure. I will use all of Energy Trust's Confidential Information solely for the purpose of performing the services Energy Trust has retained me to perform. I will not disclose any Confidential Information, directly or indirectly, under any circumstances or by any means, to any person who does not meet the criteria described in the “Permitted Disclosure” paragraph, below.
