Ownership of Information; Confidentiality Sample Clauses

Ownership of Information; Confidentiality. (a) Any information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to Article IV, Article V, Article VI, or this Article IX shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information. (b) From and after the Effective Time, except as otherwise permitted by this Agreement or any other Split-Off Agreement or with the prior written consent of the other Party, each Party and its Affiliates shall hold, and shall use their reasonable best efforts to cause their respective Representatives to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law or the rules of any stock exchange on which such Person’s securities are listed or sought to be listed, all confidential documents and information concerning the other Party and its Affiliates, except (i) to the extent that such information can be shown to have been in the public domain through no fault of such Party or its Affiliates, (ii) to the extent that such information can be shown to have been later lawfully acquired by such Party (in the case of Newco and its Affiliates, from sources other than those related to its prior affiliation with the Company and the other members of the Part D Group), and in the case of the Company and its Affiliates, from sources other than those related to the transactions contemplated by this Agreement and the Merger Agreement and the due diligence investigation undertaken in connection therewith, (iii) that a Party may disclose, or may permit disclosure of, such information to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information for auditing and other non-commercial purposes and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, and (iv) that a Party may disclose, or may permit disclosure of, such information as required in connection with any legal or other proceeding by one Party against any other Party. The obligation of each Party and its Affiliates to hold any such information in confidence shall be satisfied if they exercis...
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Ownership of Information; Confidentiality. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notes and internal documents, shall become the property of the City upon payment to Consultant for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant's expense, provide such reports, plans, studies, documents and other writings to City upon written request. Consultant shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose. All memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input recorded data, written information, and other documents and data, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant. Consistent with the professional standard of care and unless otherwise specifically provided herein, Consultant shall be entitled to rely upon the accuracy of data and information provided by
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Ownership of Information; Confidentiality. (a) Manager Systems - Ownership. Manager retains all ownership and --------------------------- other rights in all systems, manuals, computer software, materials, and other information, in whatever form, provided by or developed by Manager in the performance of its obligations hereunder (hereinafter collectively referred to as "Systems"); and nothing contained in this Agreement shall be construed as a ------- license or transfer of such Systems or any portion thereof, either during the Term of this Agreement or thereafter. Upon the termination or expiration of this Agreement, Manager shall have the right to retain all such Systems, and the Trust shall upon request deliver to Manager all such Systems in its possession;
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Ownership of Information; Confidentiality. NewCare retains all ownership and other rights in all systems, manuals, computer software, materials, and other information, in whatever form, provided by or developed by NewCare in the performance of its obligations hereunder (hereinafter collectively referred to as "Systems"). The Hospital shall maintain the confidentiality of the Systems and shall not duplicate or permit the duplication of any portion of the Systems. Any Systems specifically developed for, or tailored for, the Hospital may be retained by the Hospital following the termination of this Agreement.
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Ownership of Information; Confidentiality 
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Related to Ownership of Information; Confidentiality

  • Confidentiality of Information 8.1. By accessing this EHSAN AUCTIONEERS SDN. BHD. website, the E-Bidders acknowledge and agree that EHSAN AUCTIONEERS SDN. BHD. website may collect, retain, or disclose the E-Bidder’s information or any information by the e-bidders for the effectiveness of services, and the collected, retained or disclosed information shall comply with Personal Data Protection Act 2010 and any regulations, laws or rules applicable from time to time. 8.2. E-Bidders agree to accept all associated risks when using the service in the EHSAN AUCTIONEERS SDN. BHD. website shall not make any claim for any unauthorized access or any consequential loss or damages suffered. 8.3. E-Bidders shall be responsible for the confidentiality and use of password and not to reveal the password to anyone at any time and under any circumstances, whether intentionally or unintentionally. 8.4. E-Bidders agree to comply with all the security measures related to safety of the password or generally in respect of the use of the service. 8.5. E-Bidders accept the responsibility that in any event that the password is in the possession of any other person whether intentionally or unintentionally, the E-Bidders shall take precautionary steps for the disclosure, discovery, or the Bidders shall immediately notify EHSAN AUCTIONEERS SDN. BHD.

  • 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. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

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