PERIOD OF CONFIDENTIALITY AND NON-USE Sample Clauses

PERIOD OF CONFIDENTIALITY AND NON-USE. Recipient (including its affiliates, employees, agents and consultants) shall maintain in strict confidence for a period of five (5) years from the Effective Date and not disclose any Confidential Information it receives from Accuride to any third party or use the Confidential Information for its own or any other party’s benefit, except in furtherance of its obligations to Accuride pursuant to any business transaction it may enter into with Accuride. Recipient shall use, as a minimum, the same degree of care to avoid disclosure or use of the Confidential Information as it employs with respect to its own confidential, proprietary and secret information of like importance, but in any case using no less than a reasonable degree of care. Recipient shall limit access to all Confidential Information to only those of Recipient’s personnel, agents and representatives who need to know such information for carrying out Recipient’s obligations to Accuride pursuant to any business transaction it may enter into with Accuride and the Confidential Information will be used only for carrying out Recipient’s obligations to Accuride pursuant to any business transaction it may enter into with Accuride. Recipient shall insure that its affiliates, employees, officers, directors, owners, agents, consultants, and representatives who are given access to the Confidential Information by or on behalf of Recipient shall be bound by and shall comply with the terms of this Agreement.
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PERIOD OF CONFIDENTIALITY AND NON-USE. Intern shall maintain in strict confidence for a period of _____________________ from the Effective Date and not disclose any Confidential Information it receives from Sponsor to any third party or use the Confidential Information for its own or any other party's benefit, except in furtherance of its obligations to Sponsor pursuant to any business transaction it may enter into with Sponsor. Intern shall use, as a minimum, the same degree of care to avoid disclosure or use of the Confidential Information as it employs with respect to its own confidential, proprietary and secret information of like importance, but in any case using no less than a reasonable degree of care. Intern shall limit access to all Confidential Information to only those of Intern’s personnel, agents and representatives who “need to know” such information for carrying out Intern’s obligations to Sponsor pursuant to any business transaction it may enter into with Sponsor and the Confidential Information will be used only for carrying out Intern’s obligations to Sponsor pursuant to any business transaction it may enter into with Sponsor. Intern shall insure that anyone who is given access to the Confidential Information by or on behalf of Intern shall be bound by and shall comply with the terms of this Agreement.
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PERIOD OF CONFIDENTIALITY AND NON-USE. Except for the purposes of carrying out its obligations to Client under any business transaction it may enter into with Client, Independent Contractor (including its affiliates, employees, agents, and consultants) shall keep all Confidential Information received from Client in strict confidence for a period of [TIME PERIOD] following the Effective Date and not disclose or use the Confidential Information for its own or any other party's benefit. In order to prevent disclosure or use of the Confidential Information, Independent Contractor shall exercise at least the same level of care that it does with respect to its own confidential, proprietary, and secret information of comparable importance—in other words, no less than a reasonable degree of care. In order to fulfill its obligations to Client under any business transaction it may enter into with Client, Independent Contractor shall restrict access to all Confidential Information to those of Independent Contractor's employees, agents, and representatives who "need to know" such information. The Confidential Information will only be used for fulfilling Independent Contractor's obligations to Client under any business transaction it may enter into with Client. When given access to Confidential Information by or on behalf of Independent Contractor, its affiliates, employees, officers, directors, owners, agents, consultants, and representatives must agree to be bound by and adhere to the terms of this Agreement.
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PERIOD OF CONFIDENTIALITY AND NON-USE. The Intern shall keep all Confidential Information received from Sponsor in strict confidence for a period of [TIME PERIOD] following the Effective Date and shall not use or disclose the Confidential Information for its own or any other party's benefit, unless necessary to fulfill its obligations to Sponsor under any business agreement it may enter into with Sponsor. The Intern must take at least as much care to prevent disclosing or using the Confidential Information as it does with respect to its own proprietary, confidential, and secret information of comparable importance and any situation with at least a reasonable level of care. All Confidential Information will only be made available to Intern's employees, agents, and representatives who "need to know" about it in order to carry out its obligations to the Sponsor under any business agreement it may enter into with the Sponsor. Confidential Information will only be used for fulfilling Intern's obligations to the Sponsor under any business transaction it may enter into with the Sponsor. Anyone who is granted access to the confidential information by or on behalf of Intern must abide by the terms of this Agreement and be bound by it.
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PERIOD OF CONFIDENTIALITY AND NON-USE. The Recipient will use Confidential Information only in connection with the Purpose as set forth in this Agreement. Recipient shall use the same degree of care to avoid disclosure or use of the Confidential Information as it uses for its own confidential, proprietary and trade secret information, but in no case use less than a reasonable degree of care. Recipient agrees to limit disclosure of Confidential Information to employees and employees of Affiliates having a specific need to know such Confidential Information for the Purpose and in the case of Affiliates only to the extent that such Affiliate is under obligation to hold such information in confidence and is made aware of these terms and conditions. Recipient will not disclose or permit access to Confidential Information to contract workers, consultants or contractors of Recipient or its Affiliates unless authorized by Disclosing Party in writing and on condition that such persons are bound by obligations of confidentiality inuring to the benefit of Disclosing Party and its Affiliates at least as restrictive as these terms and conditions. Recipient shall not without Disclosing Party’s prior written consent reverse engineer, disassemble or decompile any prototypes, software or other objects which embody the Disclosing Party’s Confidential Information to obtain access to Disclosing Party’s trade secrets and to the extent such consent is granted Recipient shall receive and hold such Confidential Information subject to the terms of this Agreement.
Sample 1Sample 2
PERIOD OF CONFIDENTIALITY AND NON-USE. Intern shall maintain in strict confidence for a period of _____________________ from the Effective Date and not disclose any Confidential Information it receives from Company to any third party or use the Confidential Information for its own or any other party's benefit.
Sample 1
PERIOD OF CONFIDENTIALITY AND NON-USE. Recipient (including its affiliates, employees, agents and consultants) shall maintain in strict confidence for a period of five (5) years from the date of disclosure and not disclose any Confidential Information it receives from Disclosing Party to any third party or use the Confidential Information for its own or any other party’s benefit, except in furtherance of its obligations to Disclosing Party pursuant to any business transaction it may enter into with Disclosing Party. Notwithstanding the preceding sentence, Recipient’s non-disclosure obligations and restrictions on use with respect to Confidential Information that constitutes a trade secret shall continue in effect as long as the Confidential Information remains a trade secret under applicable law or five (5) years, whichever is longer. Recipient shall use, as a minimum, the same degree of care to avoid disclosure or use of the Confidential Information as it employs with respect to its own confidential, proprietary and secret information of like importance, but in any case using no less than a reasonable degree of care. The parties agree that access to all Confidential Information will be limited to only those of their personnel, agents and representatives who need to know such information for carrying out the obligations of Recipient to Disclosing Party pursuant to any business transaction entered into with Disclosing Party, and the Confidential Information will be used only for carrying out the obligations of Recipient to Disclosing Party pursuant to any business transaction entered into with Disclosing Party. Recipient shall ensure that its affiliates, parents, subsidiaries, employees, officers, directors, owners, agents, consultants, and representatives who are given access to the Confidential Information by or on behalf of Recipient shall be bound by and shall comply with the terms of this Agreement. The obligations imposed by this Agreement are supplementary to, and do not supersede, any obligations imposed by law, including, without limitation, the Uniform Trade Secrets Act. The term “affiliates” as used in this Agreement shall mean any persons, corporations, partnerships, limited liability companies, or other business entities which directly or indirectly control, are controlled by, or are in common control with such party to this Agreement. As used herein, the term “control” shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies...
Sample 1
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Related to PERIOD OF CONFIDENTIALITY AND NON-USE

  • Confidentiality and Non-Use The recipient of a disclosing Party’s Confidential Information shall maintain such Confidential Information in confidence, and shall disclose such Confidential Information only to its employees, agents, consultants, Affiliates, licensors, sublicensees, attorneys, accountants, investors, potential acquirors and advisors who have a reasonable need to know such Confidential Information and who are bound by obligations of confidentiality and non-use no less restrictive than those set forth herein and for whom each Party shall be responsible for any breach of this Section 6. The recipient of the disclosing Party’s Confidential Information shall use such Confidential Information solely to exercise its rights and perform its obligations under this Agreement (including, without limitation, the right to use and disclose such Confidential Information in regulatory applications and filings), unless otherwise mutually agreed in writing. The recipient of the other Party’s Confidential Information shall take the same degree of care that it uses to protect its own confidential and proprietary information of a similar nature and importance (but in any event no less than reasonable care).

  • Period of Confidentiality The obligations under this clause 17 continue, notwithstanding the expiry or termination of this Agreement:

  • Confidentiality and Non-Disclosure The Executive hereby agrees at all times during the term of the Employment and after his termination, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without prior written consent of the Company, any Confidential Information. The Executive understands that “Confidential Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients, customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of other employees of the Company or other business information disclosed to the Executive by or obtained by the Executive from the Company, its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the Executive.

  • Confidentiality and Nondisclosure (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer relating to the business of Employer and/or its Affiliates (as defined below). Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employer. Employee acknowledges that the provisions of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is bound.

  • CONFIDENTIALITY AND NON-SOLICITATION (a)Optionee hereby acknowledges that Optionee has or in the future may have access to the Company's trade secrets and proprietary or confidential information developed or acquired by or licensed to the Company, including, but not limited to, information regarding the Company's operations, business plans, customers or prospects, products, computer passwords or other information regarding network or systems access and research and development information, as such trade secrets and proprietary or confidential information may exist from time to time ("Confidential Information"). As consideration for the Option granted to Optionee hereunder, Optionee will not, at any time during Optionee's relationship with the Company, in whole or in part, disclose or cause any other person to disclose the Confidential Information to any other person or entity (except the Company) under any circumstances. In addition, Optionee will not, during the term of Optionee's relationship with the Company, and for a period of one (1) year thereafter, solicit or assist any other person or entity in soliciting any employee of the Company to terminate the employee's employment with the Company under any circumstances.

  • Confidentiality and Use In accordance with Article 3(7) of the IGA, all information exchanged pursuant to the IGA is subject to the confidentiality and other protections provided for in the Convention (hereinafter “Confidentiality Protections”), including the provisions limiting the use of the information exchanged. The Competent Authorities intend to maintain appropriate safeguards and infrastructure as described in Article 3(8) of the IGA (“Data Safeguards”).

  • Confidentiality; Non-Disclosure The State shall exercise at least the same degree of care to safeguard any trade secrets or confidential information of Contractor as the State does its own property of a similar nature and shall take reasonable steps to ensure that neither the confidential information of Contractor nor any part of it will be disclosed for reasons other than its own business interests. Such prohibition on disclosures does not apply to disclosures by the State to its employees, agents or representatives, provided such disclosures are reasonably necessary to the State’s use of the Deliverable, and provided further that the State will take all reasonable steps to ensure that the Deliverable is not disclosed by such parties in contravention of this Contract. The State’s performance of the requirements of this Section shall be subject to the State of Connecticut Freedom of Information Act ("FOIA"). All Records, Client Agency Data, and any Data owned by the State in any form, in the possession of the Contractor or Contractor Parties, whether uploaded, collected, stored, held, hosted, located or utilized by Contractor and Contractor Parties directly or indirectly, must remain within the continental United States.

  • Confidentiality and Proprietary Information 6.1 For the purposes of this Agreement, "

  • Confidentiality/ Nondisclosure Employee covenants and agrees that any and all information concerning the customers, businesses and services of the Corporation of which he has knowledge or access as a result of his association with the Corporation in any capacity, shall be deemed confidential in nature and shall not, without the proper written consent of the Corporation, be directly or indirectly used, disseminated, disclosed or published by Employee to third parties other than in connection with the usual conduct of the business of the Corporation. Such information shall expressly include, but shall not be limited to, information concerning the Corporation’s trade secrets, business operations, business records, customer lists or other customer information. Upon termination of employment Employee shall deliver to the Corporation all originals and copies of documents, forms, records or other information, in whatever form it may exist, concerning the Corporation or its business, customers, products or services. In construing this provision it is agreed that it shall be interpreted broadly so as to provide the Corporation with the maximum protection. This Section 11 shall not be applicable to any information which, through no misconduct or negligence of Employee, has previously been disclosed to the public by anyone other than Employee.

  • Confidentiality; FERPA Re disclosure. Family Education Rights and Privacy Act (“FERPA”) prohibits the re- disclosure of confidential student information. Except in very specific circumstances in accordance with the law, Contractor shall not disclose to any other party without prior consent of the parent/guardian any information or records regarding students or their families that Contractor may learn or obtain in the course and scope of its performance of this Contract. Any re-disclosure of confidential student information must be in compliance with the re- disclosure laws of FERPA. Contractor is not to re-disclose information without prior written notification to and written permission of District. If District grants permission, Contractor is solely responsible for compliance with the re- disclosure under §99.32(b). Consistent with FERPA’s requirements, personally identifiable information obtained by Contractor in the performance of this Contract must be used only for the purposes identified in this Contract. Subject to any state or federal laws requiring disclosure (e.g., the California Public Records Act), the Parties agree, during the term of this Agreement and for five (5) years after termination or expiration of Agreement, to hold each other’s proprietary or confidential information in strict confidence, except for any information protected under confidentiality laws which shall be held in such confidence in perpetuity. Parties agree not to provide each other’s proprietary or confidential information in any form to any third party or to use each other’s proprietary or confidential information for any purpose other than the implementation of, and as specified in, this Agreement. Each Party agrees to take all reasonable steps to ensure that proprietary or confidential information of either Party is not disclosed or distributed by its employees, agents or Contractors in violation of the provisions of this Agreement.

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