Obligation to Maintain Confidentiality. Each Party agrees that the existence of this Agreement may be considered public information and either Party may disclose the fact that it has entered into this Agreement and the general purposes of the Agreement; however, any press releases or other public announcements shall be approved by the other Party before issuance. Furthermore, each Party shall maintain all specific parts and contents of this Agreement in strict confidence and shall not cause or permit disclosure thereof to any third party without the express written consent of the other Party; provided, however, that no specific written consent is required if (i) such information has already become public through no act or omission on the part of either Party, (ii) such disclosure is reasonably required in order to arrange for the Capacity Release and to effectuate the transportation of Gas, or (iii) either Party is required to make such disclosure by order or regulation of any court or agency exercising jurisdiction over the Parties or the subject matter hereof. Counterparty reserves the right to disclose this Agreement and the terms hereof if Counterparty determines, in Counterparty’s reasonable discretion, that such disclosure to its regulatory commissions is advisable, in which case Counterparty shall use its best efforts to have this Agreement and the terms hereof disclosed only pursuant to an agreement whereby the viewing party or parties agree to maintain the confidentiality of the Agreement and terms hereof. Each Party hereby consents to the disclosure of this Agreement to the outside auditors of the other Party, provided that such auditors agree to maintain the confidentiality of this Agreement. In the event that this Agreement or any of the terms hereof are required to be disclosed pursuant to the provisions of this Section 14.01, the Party who is required to make such disclosure shall as soon as reasonably possible notify the other Party hereto of the requirement of such disclosure, and the non-disclosing Party shall be entitle to take all reasonable actions to prevent or to minimize such disclosure if, in the non-disclosing Party’s sole reasonable judgment, such disclosure would be materially detrimental to such Party.
Appears in 4 contracts
Samples: Natural Gas Asset Management Agreement, Natural Gas Asset Management Agreement (RGC Resources Inc), Natural Gas Asset Management Agreement (RGC Resources Inc)
Obligation to Maintain Confidentiality. Each With respect to Confidential Information:
a. Receiving Party agrees that and its Representatives agree to retain the existence Confidential Information of this Agreement may be considered public the Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such information and either to not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination of Confidential Information except in conformity with this Agreement;
b. Receiving Party may disclose the fact that it has entered into this Agreement and the general purposes of the Agreement; however, any press releases or other public announcements its Representatives shall be approved by the other Party before issuance. Furthermore, each Party shall adopt and/or maintain all specific parts security processes and contents of this Agreement in strict confidence and shall not cause or permit disclosure thereof procedures to any third party without the express written consent of the other Party; provided, however, that no specific written consent is required if (i) such information has already become public through no act or omission on the part of either Party, (ii) such disclosure is reasonably required in order to arrange for the Capacity Release and to effectuate the transportation of Gas, or (iii) either Party is required to make such disclosure by order or regulation of any court or agency exercising jurisdiction over the Parties or the subject matter hereof. Counterparty reserves the right to disclose this Agreement and the terms hereof if Counterparty determines, in Counterparty’s reasonable discretion, that such disclosure to its regulatory commissions is advisable, in which case Counterparty shall use its best efforts to have this Agreement and the terms hereof disclosed only pursuant to an agreement whereby the viewing party or parties agree to maintain safeguard the confidentiality of all Confidential Information received by Disclosing Party using a reasonable degree of care, but not less than that degree of care used in safeguarding its own similar information or material;
c. Upon the Agreement and terms hereof. Each Party hereby consents to the disclosure of this Agreement to the outside auditors of the other Party, provided that such auditors agree to maintain the confidentiality termination of this Agreement. In , Receiving Party will ensure that all documents, memoranda, notes and other writings or electronic records prepared by it that include or reflect any Confidential Information are returned or destroyed as directed by Disclosing Party;
d. If there is an unauthorized disclosure or loss of any of the event that this Agreement Confidential Information by Receiving Party or any of its Representatives, Receiving Party will promptly, at its own expense, notify Disclosing Party in writing and take all actions as may be necessary or reasonably requested by Disclosing Party to minimize any damage to the terms Disclosing Party or a third party as a result of the disclosure or loss; and
e. The obligation not to disclose Confidential Information shall: (Check one) ☐ Survive the termination of this Agreement, and at no time will Receiving Party or any of its Representatives be permitted to disclose Confidential Information, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Paragraph 2 above. ☐ Remain in effect until __________ (Check one) ☐ months ☐ years from the date hereof are required or until the Confidential Information ceases to be disclosed a trade secret, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to the provisions of this Section 14.01, the Party who is required to make such disclosure shall as soon as reasonably possible notify the other Party hereto of the requirement of such disclosure, and the non-disclosing Party shall be entitle to take all reasonable actions to prevent or to minimize such disclosure if, in the non-disclosing Party’s sole reasonable judgment, such disclosure would be materially detrimental to such PartyParagraph 2 above.
Appears in 2 contracts
Samples: Non Disclosure and Confidentiality Agreement, Non Disclosure and Confidentiality Agreement
Obligation to Maintain Confidentiality. Each Confidential Information is being furnished to Receiving Party agrees solely in connection with its considering potentially acquiring all or a portion of the Assets and shall be treated as “secret” and “confidential” and no portion of the Confidential Information shall be disclosed to others; except that the existence of this Agreement may be considered public information and either Receiving Party may disclose the fact that it has entered into this Agreement Confidential Information to its employees, agents, and the general purposes advisors whose knowledge of the Confidential Information is necessarily required for Receiving Party to evaluate the potential for submitting an offer for all or any portion of the Assets so long as any person or entity receiving the Confidential Information agrees to be bound by this Agreement; however. The Receiving Party hereby assumes full legal responsibility for any non-compliance of the Receiving Party’s employees, any press releases agents, or other public announcements shall be approved by advisors with this Agreement. The Receiving Party further agrees to the other following with respect to Confidential Information:
a. Receiving Party before issuance. Furthermore, each and its Representatives agree to retain the Confidential Information of the Disclosing Party shall maintain all specific parts and contents of this Agreement in strict confidence confidence, to protect the security, integrity and shall not cause or permit disclosure thereof to any third party without the express written consent confidentiality of the other Party; provided, however, that no specific written consent is required if (i) such information has already become public through no act or omission on the part of either Party, (ii) such disclosure is reasonably required in order to arrange for the Capacity Release and to effectuate the transportation not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination of Gas, or (iii) either Confidential Information except in conformity with this Agreement;
b. Receiving Party is required and its Representatives shall adopt and/or maintain security processes and procedures to make such disclosure by order or regulation of any court or agency exercising jurisdiction over the Parties or the subject matter hereof. Counterparty reserves the right to disclose this Agreement and the terms hereof if Counterparty determines, in Counterparty’s reasonable discretion, that such disclosure to its regulatory commissions is advisable, in which case Counterparty shall use its best efforts to have this Agreement and the terms hereof disclosed only pursuant to an agreement whereby the viewing party or parties agree to maintain safeguard the confidentiality of all Confidential Information received by Disclosing Party using a reasonable degree of care, but not less than that degree of care used in safeguarding its own similar information or material;
c. Upon the Agreement and terms hereof. Each Party hereby consents to the disclosure of this Agreement to the outside auditors of the other Party, provided that such auditors agree to maintain the confidentiality termination of this Agreement. In , Receiving Party will ensure that all documents, memoranda, notes and other writings or electronic records prepared by it that include or reflect any Confidential Information are returned or destroyed as directed by Disclosing Party;
d. If there is an unauthorized disclosure or loss of any of the event that this Agreement Confidential Information by Receiving Party or any of its Representatives, Receiving Party will promptly, at its own expense, notify Disclosing Party in writing and take all actions as may be necessary or reasonably requested by Disclosing Party to minimize any damage to the terms hereof are required Disclosing Party or a third party as a result of the disclosure or loss; and
e. The obligation not to disclose Confidential Information shall survive the termination of this Agreement, and at no time will Receiving Party or any of its Representatives be disclosed permitted to disclose Confidential Information, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to the provisions of this Section 14.01, the Party who is required to make such disclosure shall as soon as reasonably possible notify the other Party hereto of the requirement of such disclosure, and the non-disclosing Party shall be entitle to take all reasonable actions to prevent or to minimize such disclosure if, in the non-disclosing Party’s sole reasonable judgment, such disclosure would be materially detrimental to such PartyParagraph 2 above.
Appears in 1 contract
Samples: Non Disclosure Agreement
Obligation to Maintain Confidentiality. Each Party agrees that the existence of this Agreement may be considered public information and either Party may disclose the fact that it has entered into this Agreement and the general purposes of the Agreement; however, any press releases or other public announcements shall be approved by the other Party before issuance. Furthermore, each Party shall maintain all specific parts and contents of this Agreement in strict confidence and shall not cause or permit disclosure thereof to any third party without the express written consent of the other Party; provided, however, that no specific written consent is required if (i) such information has already become public through no act or omission on the part of either Party, (ii) such disclosure is reasonably required in order to arrange for the Capacity Release and to effectuate the transportation of Gas, or (iii) either Party is required to make such disclosure by order or regulation of any court or agency exercising jurisdiction over the Parties or the subject matter hereof. Counterparty reserves the right to disclose this Agreement and the terms hereof if Counterparty determines, in Counterparty’s 's reasonable discretion, that such disclosure to its regulatory commissions is advisable, in which case Counterparty shall use its best efforts to have this Agreement and the terms hereof disclosed only pursuant to an agreement whereby the viewing party or parties agree to maintain the confidentiality of the Agreement and terms hereof. Each Party hereby consents to the disclosure of this Agreement to the outside auditors of the other Party, provided that such auditors agree to maintain the confidentiality of this Agreement. In the event that this Agreement or any of the terms hereof are required to be disclosed pursuant to the provisions of this Section 14.01, the Party who is required to make such disclosure shall as soon as reasonably possible notify the other Party hereto of the requirement of such disclosure, and the non-disclosing Party shall be entitle to take all reasonable actions to prevent or to minimize such disclosure if, in the non-disclosing Party’s 's sole reasonable judgment, such disclosure would be materially detrimental to such Party.
Appears in 1 contract
Samples: Natural Gas Asset Management Agreement (RGC Resources Inc)
Obligation to Maintain Confidentiality. Each With respect to Confidential Information:
2.1. Receiving Party agrees that and its Representatives agree to retain the existence Confidential Information of this Agreement may be considered public the Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such information and either to not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination of Confidential Information except in conformity with this Agreement;
2.2. Receiving Party may disclose and its Representatives shall adopt and/or maintain security processes and procedures to safeguard the fact confidentiality of all Confidential Information received by Disclosing Party using a reasonable degree of care, but not less than that it has entered into this Agreement degree of care used in safeguarding its own similar information or material;
2.3. Receiving Party and its Representatives will use Confidential Information solely for the general purposes of the Agreement; howeverevaluating, any press releases negotiating or other public announcements shall be approved by the other Party before issuance. Furthermore, each Party shall maintain all specific parts and contents of this Agreement in strict confidence and shall not cause or permit disclosure thereof to any third party without the express written consent of the other Party; provided, however, that no specific written consent is required if (i) such information has already become public through no act or omission advising on the part of either Party, (ii) such disclosure is reasonably required in order to arrange Project and not for the Capacity Release any other purpose;
2.4. Receiving Party and to effectuate the transportation of Gas, or (iii) either Party its Representatives may only retain Confidential Information that is required to make be retained by the Applicable Laws. If the Receiving Party is under legal obligations to disclose any Confidential Information, the Receiving Party shall, as soon as reasonably practicable and to the extent permitted by applicable laws, communicate to the Disclosing Party the fact and details of the same, discuss the contents of the information required to disclose and how it will be disclosed, co-operate in a commercially reasonable manner with the Disclosing Party in taking steps to minimize such disclosure by order or regulation of and only make any court or agency exercising jurisdiction over the Parties or the subject matter hereof. Counterparty reserves the right to disclose this Agreement and the terms hereof if Counterparty determines, in Counterparty’s reasonable discretion, that such disclosure to its regulatory commissions is advisable, in which case Counterparty shall use its best efforts to have this Agreement and the terms hereof disclosed only pursuant to an agreement whereby the viewing party or parties agree to maintain the confidentiality of the Agreement and terms hereofextent actually required;
2.5. Each Party hereby consents All provided information to the disclosure of this Agreement to Receiving Party (in writing, orally, visually, electronically or by any other means) shall be considered Confidential Information, unless explicitly agreed otherwise;
2.6. Upon the outside auditors of the other Party, provided that such auditors agree to maintain the confidentiality termination of this Agreement, Receiving Party will ensure that all documents, memoranda, notes and other writings or electronic records prepared by it that include or reflect any Confidential Information are returned or destroyed as directed by Disclosing Party;
2.7. In the event that the Disclosing Party requests so in writing, the Receiving party shall return, destroy and/or permanently erase all copies of Confidential Information supplied by the Disclosing Party and the Receiving party shall use all reasonable endeavours to ensure that anyone to whom Confidential Information was disclosed to shall return, destroy and/or permanently erase all copies of Confidential Information as well, in each case save (i) to the extent that Parties are required to retain any such Confidential Information by any Applicable Law, rule or regulation or by any competent judicial, governmental, banking, taxation, supervisory, other regulatory or similar body; or (ii) in accordance with a Parties’ internal policy; or (iii) where the Confidential Information has been disclosed under this Agreement agreement.
2.8. If there is an unauthorized disclosure or loss of any of the Confidential Information by Receiving Party or any of its Representatives, Receiving Party will promptly, at its own expense, notify Disclosing Party in writing and take all actions as may be necessary or reasonably requested by Disclosing Party to minimize any damage to the terms hereof are required Disclosing Party or a third party as a result of the disclosure or loss;
2.9. The obligation not to disclose Confidential Information shall survive the termination of this Agreement, and at no time will Receiving Party or any of its Representatives be disclosed permitted to disclose Confidential Information, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Section 1.2; and
2.10. Receiving Party will also, if applicable, comply with the provisions of this Section 14.01, the Party who is required to make such disclosure shall as soon as reasonably possible notify the other Party hereto of the requirement of such disclosure, and the non-disclosing Party shall be entitle to take all reasonable actions to prevent or to minimize such disclosure if, in the non-disclosing Party’s sole reasonable judgment, such disclosure would be materially detrimental to such PartyEU General Data Protection Regulation (‘GDPR’).
Appears in 1 contract
Samples: Non Disclosure Agreement
Obligation to Maintain Confidentiality. Each Party agrees that the existence of this Agreement may be considered public information and either Party may disclose the fact that it has entered into this Agreement and the general purposes of the Agreement; however, any press releases or other public announcements shall will be approved by the other Party before issuance. Furthermore, each Party shall maintain all specific parts and contents of this Agreement in strict confidence and shall not cause or permit disclosure thereof to any third party without the express written consent of the other Party; provided, however, that no specific written consent is required if (i) such information has already become public through no act or omission on the part of either Party, (ii) such disclosure is reasonably required in order to arrange for the Capacity Release and to effectuate the transportation of Gas, or (iii) either Party is required to make such disclosure by order or regulation of any court or agency exercising jurisdiction over the Parties or the subject matter hereof. hereof Counterparty reserves the right to disclose this Agreement and the terms hereof if Counterparty determines, in Counterparty’s 's reasonable discretion, that such disclosure to its regulatory commissions is advisable, in which case Counterparty shall use its best efforts to have this Agreement and the terms hereof disclosed only pursuant to an agreement whereby the viewing party or parties agree to maintain the confidentiality of the Agreement and terms hereof. Each Party hereby consents to the disclosure of this Agreement to the outside auditors of the other Party, provided that such auditors agree to maintain the confidentiality of this Agreement. In the event that this Agreement or any of the terms hereof are required to be disclosed pursuant to the provisions of this Section 14.0115.01, the Party who is required to make such disclosure shall as soon as reasonably possible notify the other Party hereto of the requirement of such disclosure, disclosure and the non-disclosing Party shall be entitle to take all reasonable actions to prevent or to minimize such disclosure if, in the non-disclosing Party’s 's sole reasonable judgment, such disclosure would be materially detrimental to such Party.
Appears in 1 contract
Samples: Natural Gas Asset Management Agreement (RGC Resources Inc)
Obligation to Maintain Confidentiality. Each Party agrees that the existence of this Agreement may be considered public information and either Party may disclose the fact that it has entered into this Agreement and the general purposes of the Agreement; however, any press releases or other public announcements shall will be approved by the other Party before issuance. Furthermore, each Party shall maintain all specific parts and contents of this Agreement in strict confidence and shall not cause or permit pen-nit disclosure thereof to any third party without the express written consent of the other Party; provided, however, that no specific written consent is required if (i) such information has already become public through no act or omission on the part of either Party, (ii) such disclosure is reasonably required in order to arrange for the Capacity Release and to effectuate the transportation of Gas, or (iii) either Party is required to make such disclosure by order or regulation of any court or agency exercising jurisdiction over the Parties or the subject matter hereof. hereof Counterparty reserves the right to disclose this Agreement and the terms hereof if Counterparty determines, in Counterparty’s 's reasonable discretion, that such disclosure to its regulatory commissions is advisable, in which case Counterparty shall use its best efforts to have this Agreement and the terms hereof disclosed only pursuant to an agreement whereby the viewing party or parties agree to maintain the confidentiality of the Agreement and terms hereof. Each Party hereby consents to the disclosure of this Agreement to the outside auditors of the other Party, provided that such auditors agree to maintain the confidentiality of this Agreement. In the event that this Agreement or any of the terms hereof are required to be disclosed pursuant to the provisions of this Section 14.0115.01, the Party who is required to make such disclosure shall as soon as reasonably possible notify the other Party hereto of the requirement of such disclosure, disclosure and the non-disclosing Party shall be entitle to take all reasonable actions to prevent or to minimize such disclosure if, in the non-disclosing Party’s 's sole reasonable judgment, such disclosure would be materially detrimental to such Party.
Appears in 1 contract
Samples: Natural Gas Asset Management Agreement (RGC Resources Inc)
Obligation to Maintain Confidentiality. Each With respect to Confidential Information:
2.1. Receiving Party agrees that and its Representatives agree to retain the existence Confidential Information of this Agreement may be considered public the Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such information and either to not permit unauthorized access to or unauthorized use, disclosure, publicationor dissemination of Confidential Information except in conformity with this Agreement;
2.2. Receiving Party may disclose and its Representatives shall adopt and/or maintain security processes and procedures to safeguard the fact confidentiality of all Confidential Information received by Disclosing Party using a reasonable degree of care, but not less than that it has entered into this Agreement degree of care used in safeguarding its own similar information or material;
2.3. Receiving Party and its Representatives will use Confidential Information solely for the general purposes of the Agreement; howeverevaluating, any press releases negotiating or other public announcements shall be approved by the other Party before issuance. Furthermore, each Party shall maintain all specific parts and contents of this Agreement in strict confidence and shall not cause or permit disclosure thereof to any third party without the express written consent of the other Party; provided, however, that no specific written consent is required if (i) such information has already become public through no act or omission advising on the part of either Party, (ii) such disclosure is reasonably required in order to arrange Project and not for the Capacity Release any other purpose;
2.4. Receiving Party and to effectuate the transportation of Gas, or (iii) either Party its Representatives may only retain Confidential Information that is required to make be retained by the Applicable Laws. If the Receiving Party is under legal obligations to disclose any Confidential Information, the Receiving Party shall, as soon as reasonably practicable and tothe extent permitted by applicable laws, communicate to the Disclosing Party the fact and details of the same, discuss the contents of the information required to disclose and how it will be disclosed, co-operate in a commercially reasonable manner with the Disclosing Party in taking steps to minimize such disclosure by order or regulation of and only make any court or agency exercising jurisdiction over the Parties or the subject matter hereof. Counterparty reserves the right to disclose this Agreement and the terms hereof if Counterparty determines, in Counterparty’s reasonable discretion, that such disclosure to its regulatory commissions is advisable, in which case Counterparty shall use its best efforts to have this Agreement and the terms hereof disclosed only pursuant to an agreement whereby the viewing party or parties agree to maintain the confidentiality of the Agreement and terms hereofextent actually required;
2.5. Each Party hereby consents All provided information to the disclosure of this Agreement to Receiving Party (in writing, orally, visually, electronically or by anyother means) shall be considered Confidential Information, unless explicitly agreed otherwise;
2.6. Upon the outside auditors of the other Party, provided that such auditors agree to maintain the confidentiality termination of this Agreement, Receiving Party will ensure that all documents, memoranda, notes and other writings or electronic records prepared by it that include or reflectany Confidential Information are returned or destroyed as directed by Disclosing Party;
2.7. In the event that the Disclosing Party requests so in writing, the Receiving party shall return, destroy and/or permanently erase all copies of Confidential Information supplied by the DisclosingParty and the Receiving party shall use all reasonable endeavours to ensure that anyone to whomConfidential Information was disclosed to shall return, destroy and/or permanently erase all copiesof Confidential Information as well, in each case save (i) to the extent that Parties are required to retain any such Confidential Information by any Applicable Law, rule or regulation or by any competent judicial, governmental, banking, taxation, supervisory, other regulatory or similar body; or (ii) in accordance with a Parties’ internal policy; or (iii) where the Confidential Information has been disclosed under this Agreement agreement.
2.8. If there is an unauthorized disclosure or loss of any of the Confidential Information by Receiving Party or any of its Representatives, Receiving Party will promptly, at its own expense, notify Disclosing Party in writing and take all actions as may be necessary or reasonably requested by Disclosing Party to minimize any damage to the terms hereof are required Disclosing Party or a third party as a result of thedisclosure or loss;
2.9. The obligation not to disclose Confidential Information shall survive the termination of this Agreement, and at no time will Receiving Party or any of its Representatives be disclosed permitted to disclose Confidential Information, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Section 1.2; and
2.10. Receiving Party will also, if applicable, comply with the provisions of this Section 14.01, the Party who is required to make such disclosure shall as soon as reasonably possible notify the other Party hereto of the requirement of such disclosure, and the non-disclosing Party shall be entitle to take all reasonable actions to prevent or to minimize such disclosure if, in the non-disclosing Party’s sole reasonable judgment, such disclosure would be materially detrimental to such PartyEU General Data Protection Regulation(‘GDPR’).
Appears in 1 contract
Samples: Non Disclosure Agreement