Obligation to Keep Information Confidential Sample Clauses

Obligation to Keep Information Confidential. A. Except as Company otherwise consents in writing, during and after my employment I will not publish, disclose or use any information, knowledge, or data of Company that I receive or develop during the course of my employment, relating to the Company's business processes, computer programs, methods, machines, manufactures, Inventions, accounting methods, information systems, business or financial plans or reports, customer lists, customer preferences, or other matters which are of a secret or confidential nature (except as my duties to Company require).
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Obligation to Keep Information Confidential. Each party agrees to hold, and to cause its respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence the terms of the Agreements, and all documents and information concerning the other party, whether oral or written, furnished or made known to such party in connection with either of the Agreements or any project or discussion under, or related to, either of the Agreements; provided that no party shall be required to keep any information confidential (i) if such party is compelled to disclose such information by judicial or administrative process or by other requirements of law (including without limitation the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended) and such party has provided prior written notice to the other party and given such other party reasonable opportunity to contest disclosure or (ii) to the extent such information can be shown to have been (A) previously known to such party on a nonconfidential basis, (B) in the public domain through no fault of such party, (C) later lawfully acquired from a third party source or (D) independently developed by such party without reference to confidential information. The foregoing notwithstanding, any party may disclose information concerning the other party or the Agreements to its and its affiliates’ officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with its performance of this Agreement so long as such persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially, it being understood and agreed that such party shall be responsible for any failure to treat such information confidentially by such persons. The obligation of each party to hold any information in confidence shall be satisfied if it exercises the same care with respect to such information as it would to preserve the confidentiality of its own similar information. The confidentiality provisions of this Schedule 2 shall remain in effect for so long as this Agreement is in effect and for a period of three (3) years thereafter.
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Obligation to Keep Information Confidential. (a) Each Party agrees to keep confidential, and not to use or disclose, other than as permitted in this Agreement, any Confidential Information of the other Party.
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Obligation to Keep Information Confidential. During the term hereof and thereafter, Executive shall preserve the confidential nature of, and will not disclose or make accessible to anyone other than the Company's officers, directors, employees, consultants or agents, and otherwise than within the scope of her employment duties and responsibilities hereunder, any and all information, knowledge or data of or pertaining to the Company, its subsidiaries or affiliates or their respective businesses which information, knowledge or data is not in the public domain, including trade secrets, names and lists of manufacturers, suppliers and customers, manufacturing and production methods, processes, and techniques, pricing policies, marketing strategies, design sketches and specifications, color and fabric samples and swatches, or any other similar matters acquired by Executive in connection with her relationship with the Company at any time prior to and after the date hereof (hereinafter referred to as "Confidential Information") by the Company. In addition, during the term hereof and thereafter Executive will not make use of Confidential Information for her own personal gain. The restrictions on the disclosure of Confidential Information imposed by this subparagraph (i) shall not apply to any Confidential Information that was part of the public domain at the time of its receipt by Executive or becomes part of the public domain in any manner and for any reason other than an act by Executive, unless she is legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose such Confidential Information, in which event Executive shall provide the Company with prompt notice of such requirement so that the Company may seek a.protective order or other appropriate remedy.
Sample 1
Obligation to Keep Information Confidential. Where the Discloser discloses Confidential Information to the Recipient, the Recipient must: (i) use the Confidential Information solely for the purposes of performing its obligations under this Agreement; and (ii) keep all Confidential Information confidential and not disclose, circulate or disseminate it in any way except as expressly permitted under this Agreement or to the extent necessary to fulfil its obligations under this Agreement, or as otherwise expressly agreed to in writing by the Discloser. Without limiting the foregoing, the Recipient may disclose Confidential Information only to those of its officers, directors, employees, consultants or agents who have a need to know such Confidential Information for the purposes provided above, and provided that the Recipient ensures that any party receiving such disclosure, circulation or dissemination are under an obligation to keep the Confidential Information confidential under terms at least as restrictive as those in this Section 10.2.
Sample 1
Obligation to Keep Information Confidential. (a) Each Finance Party must keep confidential all information relating to the Company, any Guarantor, the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either (i) any Group Member or any of its advisers; or (ii) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Group Member or any of its advisers (regardless of the form such information takes, and including information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information) and shall not use any such information except in connection with the Finance Documents and the Facilities.
Sample 1
Obligation to Keep Information Confidential. During the term hereof and for one year thereafter, you shall preserve the confidential nature of, and will not disclose or make accessible to anyone other than the Company's officers, directors, employees, consultants or agents, and otherwise than within the scope of your employment duties and responsibilities hereunder, any and all information, knowledge or data of or pertaining to the Company, its subsidiaries or affiliates or their respective businesses which information, knowledge or data is not in the public domain, including trade secrets, names and lists of licensors, licensees, manufacturers, suppliers and customers, manufacturing and production methods, processes, and techniques, pricing policies, marketing strategies, or any other similar matters acquired by you in connection with your relationship with the Company (hereinafter referred to as "Confidential Information") by the Company. In addition, during the term hereof and thereafter you will not make use of Confidential Information for your own personal gain. The restrictions on the disclosure of Confidential Information imposed by this subparagraph (i) shall not apply to any Confidential Information that was part of the public domain at the time of its receipt by you or becomes part of the public domain in any manner and for any reason other than an act by you, unless you are legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose such Confidential Information, in which event you shall provide the Company with prompt notice of such requirement so that the Company may seek a protective order or other appropriate remedy.
Sample 1
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Related to Obligation to Keep Information Confidential

  • Information Confidential As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

  • Access, Information and Confidentiality (i) From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will permit, and shall cause each of the Company’s Subsidiaries to permit, Treasury, the Oversight Officials and their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the Company and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that:

  • Non-Confidential Information The term “Confidential Information” shall not include any information which: (i) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of the receiving Party, (ii) the receiving Party, through competent evidence, can demonstrate knowledge prior to disclosure, (iii) is disclosed to the receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality or (iv) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information as evidenced by the written records of the receiving Party.

  • Access to Information; Confidentiality (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

  • Obligation to Keep Company Informed During the period of my employment and for six (6) months after termination of my employment with the Company, I will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose to the Company all patent applications filed by me or on my behalf within a year after termination of employment. At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection under Section 2870; and I will at that time provide to the Company in writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will not use for any purpose or disclose to third parties without my consent any confidential information disclosed in writing to the Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the provisions of Section 2870. I will preserve the confidentiality of any Invention that does not fully qualify for protection under Section 2870.

  • Non Public Information Confidentiality (a) Each Lender acknowledges and agrees that it may receive material non-public information hereunder concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in compliance with all relevant policies, procedures and Contractual Obligations and applicable Requirements of Laws (including United States federal and state security laws and regulations).

  • Cooperation; Confidentiality Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Fund. Subject to the foregoing, the Sub-Adviser shall treat as confidential all information pertaining to the Fund and actions of the Fund, the Manager and the Sub-Adviser, and the Manager shall treat as confidential and use only in connection with the Series all information furnished to the Fund or the Manager by the Sub-Adviser, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under applicable law, if generally available to the public through means other than by disclosure by the Sub-Adviser or the Manager, or if available from a source other than the Manager, Sub-Adviser or the Fund.

  • Proprietary Information; Confidentiality All drawings, models, documents, confidential records, software and other information supplied by Seller are supplied on the express understanding that all copyright and design rights are reserved to Seller and that Buyer will not, without the written consent of Seller, either give away, loan, exhibit, or sell such drawings, models, documents, confidential records, computer software or other information or extracts therefrom or copies thereof or use them in any way except in connection with the Goods in respect of which they are issued. Buyer shall consider all information furnished by Seller, which was not previously publicly disclosed by Seller, to be confidential and shall not copy nor disclose any such information to any other person, nor use any such information for commercial purposes, nor make copies of such information without written permission from Seller. Buyer shall not disclose any information relating to any order without Seller’s written permission. Unless otherwise agreed in writing by the parties, no commercial, financial or technical information disclosed in any manner or at any time by Buyer to Seller shall be deemed secret or confidential and Buyer shall have no rights against Seller with respect thereto.

  • Access to Confidential Information Each party acknowledges that the other party, its employees or agents, may be given access to Confidential Information relating to the other parties' business or the operation of this Agreement or any negotiations relating to this Agreement.

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