Obligations with Respect to Confidential Information. Employee agrees to:
(i) hold the Confidential Information in strict confidence;
(ii) not give, sell or disclose Confidential Information to any other third party, unless such party is an auditor or contractor hired by any member of the Company Group and then only upon written approval of the Board;
(iii) not share or otherwise use the Confidential Information in violation of or in any manner inconsistent with the Company’s information protection and transfer policies in place from time to time, applicable privacy laws, applicable state and federal law, any other applicable laws, and GDPR (EU General Data Protection Regulation 2016/679) to the extent that it applies; and
(iv) not share or otherwise use the Confidential Information in violation of or in any manner inconsistent with the Company’s policies or reasonable requests made by the Company from time to time. For avoidance of doubt, nothing in this Agreement shall prevent Employee from responding to any lawful subpoena or legal process, or sharing any Confidential Information or other information with regulators or appropriate governmental agencies without notice to the Company, whether in response to subpoena or otherwise, under the whistleblower provisions of federal law or regulation, and no prior authorization or notification is required prior to Employee making any such reports or disclosures, provided that no attorney client privilege shall be waived.
Obligations with Respect to Confidential Information. Each party agrees: (a) that it will not disclose to any third party, or use for the benefit of any third party, any Confidential Information disclosed to it by the other party except as expressly permitted by this Agreement; and (b) that it will use at least reasonable measures to maintain the confidentiality of Confidential Information of the other party in its possession or control but no less than the measures it uses to protect its own confidential information . Either party may disclose Confidential Information of the other party: (i) pursuant to the order or requirement of a court, administrative or regulatory agency, or other governmental body, provided that the receiving party, if feasible and/or legally permitted to do so, gives reasonable notice to the disclosing party to allow the disclosing party to contest such order or requirement; or (ii) to the parties’ agents, representatives, subcontractors or service providers who have a need to know such information provided that such party shall be under obligations of confidentiality at least as restrictive as those contained in this Agreement. Each party will promptly notify the other party in writing upon becoming aware of any unauthorized use or disclosure of the other party’s Confidential Information.
Obligations with Respect to Confidential Information. Each party agrees: (a) that it will not disclose to any third party, or use for its own benefit or the benefit of any third party, any Confidential Information disclosed to it by the other party except as expressly permitted in this Agreement; and (b) that it will use reasonable measures to maintain the confidentiality of Confidential Information of the other party in its possession or control. Either party may disclose Confidential Information of the other party: (i) pursuant to the order or requirement of a court, administrative or regulatory agency, or other governmental body, provided that the receiving party, if feasible and/or legally permitted to do so, gives reasonable notice to the disclosing party to contest such order or requirement; or (ii) to the parties agents, representatives, subcontractors or service providers who have a need to know such information provided that such party maintain the Confidential Information on a confidential basis.
Obligations with Respect to Confidential Information. The Executive agrees that, during the Term and thereafter, the Executive will:
(i) hold the Confidential Information in strict confidence; and
(ii) not give, sell or disclose Confidential Information to any other third party, unless such party is an auditor or contractor hired by the Company and then only upon written approval of the Board. For avoidance of doubt, nothing in this Agreement shall prevent the Executive from sharing any Confidential Information or other information with regulators or appropriate governmental agencies without notice to the Company, whether in response to subpoena or otherwise, under the whistleblower provisions of federal law or regulation, and no prior authorization or notification is required prior to the Executive making any such reports or disclosures, provided, that no attorney client privilege shall be waived.
Obligations with Respect to Confidential Information. The Receiving Party agrees that the Receiving Party and the Receiving Party’s employees, subcontractors, agents and affiliates (“Contractor Personnel”) will (a) hold the Confidential Information in strict confidence; (b) not give, sell or disclose Confidential Information to its Personnel or any other third party who does not have an absolute necessity to access such Confidential Information in order to perform the Services under the terms and conditions of this Agreement, unless such party is an auditor or other consultants hired by TIAA to perform internal audits; (c) advise each party who may be exposed to the Confidential Information under the terms of this Agreement, that it is to be kept strictly confidential and (d) ensure that neither the Receiving Party, nor the parties to who the Receiving Party legally discloses the Confidential Information will share or otherwise use the Confidential Information in violation of or in any manner inconsistent with applicable privacy laws described in Section 11 below, and/or the Privacy or Security polices and procedures of TIAA and its affiliates. Any copies or reproductions of the Confidential Information shall bear the patent, copyright, trademark or proprietary notices contained in the original. Upon the Disclosing Party’s request, but in any event upon termination of this Agreement, the Receiving Party shall surrender to TIAA all memoranda, notes, records, drawings, manuals, computer software, and other documents or materials (and all copies of them) relating to or containing Proprietary Information. These restrictions will apply during and after Contractor’s engagement with TIAA.
Obligations with Respect to Confidential Information. A recipient of Confidential Information:
(a) may use the Confidential Information only for the purposes of this Agreement or with the prior consent of the discloser (which may be given or withheld at the discloser’s absolute discretion);
(b) must keep confidential all Confidential Information except:
(i) for disclosure permitted under this clause 6; and
(ii) to the extent (if any) the recipient is required by law to disclose such Confidential Information; and
(c) must cease to use and destroy or return all Confidential Information immediately upon request.
Obligations with Respect to Confidential Information. Contractor will hold all Confidential Information in strict confidence and not copy, reproduce, sell, transfer, give, or disclose Confidential Information to third parties other than its employees, agents, or subcontractors who have a need to know the information for purposes of the Work. Contractor will require its employees, agents, and subcontractors to keep such information confidential. Contractor shall use its best efforts to prevent any unauthorized use or disclosure of Confidential Information. Contractor shall advise College immediately in the event that it knows or has reason to believe that Confidential Information has been disclosed or accessed in violation of this Agreement. Contractor will cooperate with College in seeking injunctive or other equitable relief against any such person.
Obligations with Respect to Confidential Information. Each party agrees: (a) that it will not disclose to any third party, or use for the benefit of any third party, any Confidential Information disclosed to it by the other party except as expressly permitted by this Agreement, and (b) that it will use the same degree of care as it uses to protect its own Confidential Information of a like nature, but not less than a reasonable degree of care, to protect the confidentiality of Confidential Information of the other party in its possession or control. Either party may disclose Confidential Information of the other party: (i) pursuant to the order or requirement of a court, administrative or regulatory agency, or other governmental body, provided that the receiving party, if feasible and/or legally permitted to do so, gives reasonable notice to the disclosing party to allow the disclosing party to contest such order or requirement, or (ii) to the parties’ agents, representatives, subcontractors or service providers who have a need to know such information; provided that, such party shall be under obligations of confidentiality at least as restrictive as those contained in this Agreement. Each party will promptly notify the other party, in writing, upon becoming aware of any unauthorized use or disclosure of the other party’s Confidential Information.
Obligations with Respect to Confidential Information. 2.1 It is understood that unauthorized disclosure or use, whether intentional or unintentional, of any of the Confidential Information would be detrimental to the Disclosing Party. Accordingly, each Party agrees:
Obligations with Respect to Confidential Information. Receiving Party agrees to protect the Confidential Information by using the same degree of care as Receiving Party uses to protect its own confidential or proprietary information (but not less than a reasonable degree of care): (i) to prevent the unauthorized use, dissemination or publication of the Confidential Information, (ii) not to divulge Confidential Information to any third party, (iii) not to make any use of such Confidential Information except as necessary to perform its obligations or exercise its rights under this Subscription Agreement (the “Subscription Purpose”), (iv) not to copy except as reasonably required in direct support of the Subscription Purpose, and any copies made will include appropriate marking identifying same as constituting or containing Confidential Information of the
