Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Services.
Permitted Disclosure. Confidential Information does not include information which:
(i) Has become generally known to the public through no wrongful act by the Recipient;
(ii) Has been rightfully received by Recipient from a third party without restriction on disclosure and without breach of an obligation of confidentiality running either directly or indirectly to the Recipient;
(iii) Has been approved for release to the general public by written authorization of the Company;
(iv) Has been disclosed pursuant to the requirement of a governmental agency or a court of law without similar restrictions or other protections against public disclosure; or,
(v) Has been independently developed by the Recipient without use, directly or indirectly of the Company’s Confidential Information.
Permitted Disclosure. The Receiving Party shall advise its employees, agents, contractors, subcontractors and licensees, and shall require its affiliates to advise their employees, agents, contractors, subcontractors and licensees, of the Receiving Party’s obligations of confidentiality and non-use under this Section 11, and shall be responsible for ensuring compliance by its and its affiliates’ employees, agents, contractors, subcontractors and licensees with such obligations. In addition, the Receiving Party shall require all Persons that are provided access to the Disclosing Party’s Confidential Information, other than the Receiving Party’s accountants and legal counsel, to execute confidentiality or non-disclosure agreements containing provisions substantially similar to those set forth in this Section 11. The Receiving Party shall promptly notify the Disclosing Party in writing upon learning of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information by such Persons.
Permitted Disclosure. We agree that you may disclose Confidential Information and those matters referred to in paragraph 1(b) above:
(a) to members of the Participant Group and their officers, directors, employees, professional advisers and auditors to the extent necessary for the Permitted Purpose and to any auditors of members of the Participant Group if any person to whom the Confidential Information is to be given pursuant to this paragraph 2(a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information, except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
(i) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, (ii) where required by the rules of any stock exchange on which the shares or other securities of any member of the Participant Group are listed or (iii) where required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Participant Group provided that, prior to any disclosures under any of the preceding clauses you shall give, if legally permitted, advance written notice to us so that we may determine whether to seek to void such required disclosure or take any other remedy;
(c) notwithstanding paragraphs 2(a) and 2(b) above, Confidential Information to such persons to whom, and on the same terms as, a Finance Party is permitted to disclose Confidential Information under the Agreement, as if such permissions were set out in full in this letter and as if references in those permissions to Finance Party were references to you; or
(d) with the prior written consent of us and the Company.
Permitted Disclosure. This Agreement does not limit or interfere with Executive’s right, without notice to or authorization of the Company, to communicate and cooperate in good faith with any self-regulatory organization or U.S. federal, state, or local governmental or law enforcement branch, agency, commission, or entity (collectively, a “Government Entity”) for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Entity, including by providing documents or other information, or (iii) filing a charge or complaint with a Government Entity, provided that in each case, such communications, participation, and disclosures are consistent with applicable law. Additionally, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of law, Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. All disclosures permitted under this Section 13(b) are herein referred to as “Permitted Disclosures.” Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any Confidential and Proprietary Information as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of Company’s General Counsel or other authorized officer designated by the Company.
Permitted Disclosure. We agree that you may disclose Confidential Information:
(a) to members of the Purchaser Group and their officers, directors, employees and professional advisers to the extent necessary for the Permitted Purpose and to any auditors of members of the Purchaser Group;
(b) [subject to the requirements of the Agreement, in accordance with the Permitted Purpose so long as any prospective purchaser has delivered a letter to you in equivalent form to this letter;] [(b/c)]3 subject to the requirements of the Agreement, to any person to (or through) whom you assign or transfer (or may potentially assign or transfer) all or any of the rights, benefits and obligations which you may acquire under the Agreement or with (or through) whom you enter into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Agreement or the Borrower or any member of the Group so long as that person has delivered a letter to you in equivalent form to this letter; and [(c/d)]3 (i) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, (ii) where required by the rules of any stock exchange on which the shares or other securities of any member of the Purchaser Group are listed or (iii) where required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Purchaser Group.
Permitted Disclosure. We agree that you may disclose Confidential Information:
Permitted Disclosure. Notwithstanding the obligation of non-use and non-disclosure set forth in Section 16.1, the Parties recognize the need for certain exceptions to this obligation, specifically set forth below, with respect to press releases, patent rights, publications, and certain commercial considerations.
Permitted Disclosure. We agree that you may disclose the Confidential Information and such of those matters referred to in paragraph 1(b) of this Agreement (“Confidential Matters”) as you shall consider appropriate:
(a) To essential parties or members of the Participant Group and their officers, directors, employees, professional advisers, sub-contractors, agents or auditors if any person to whom:
(i) the Confidential Information is to be given; and/or
(ii) any Confidential Matters are to be disclosed, pursuant to this paragraph 2(a) is informed in writing of its confidential nature, except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of such information and/or such matters or is otherwise bound by requirements of confidentiality in relation to the Confidential Information and/or Confidential Matters on terms at least as strict as those set out in this Agreement;
(b) To any person to whom information is required or requested to be disclosed (but even then only to the extent strictly necessary);
(i) pursuant to any request having the force of law by any judicial, governmental, supervisory, banking, taxation, regulatory or similar body having the force of law;
(ii) by the rules of any relevant stock exchange having the force of law; and/or
(iii) pursuant to any applicable law or regulation; and
(c) With our express prior written consent.
Permitted Disclosure. You agree that we may disclose Confidential Information:
(a) to members of the Purchaser Group and their officers, directors, employees and professional advisers to the extent necessary for the Permitted Purpose and to any auditors of members of the Purchaser Group;
(b) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, (ii) where required by the rules of any stock exchange on which the shares or other securities of any member of the Purchaser Group are listed or (iii) where required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Purchaser Group.