Prohibition on disclosure Sample Clauses
A Prohibition on Disclosure clause serves to prevent parties from sharing certain information with unauthorized third parties. Typically, this clause applies to confidential or proprietary information exchanged during the course of a business relationship, such as trade secrets, client lists, or financial data. By restricting disclosure, the clause protects sensitive information from being leaked or misused, thereby safeguarding the interests and competitive advantage of the disclosing party.
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Prohibition on disclosure. Except as required in his duties to the Company, the Employee shall not, directly or indirectly use, disseminate or disclose any Confidential Information. If in the course of fulfilling his responsibilities, the Employee has to communicate some Confidential Information to people in other companies, he will inform them of the confidential nature of the information and make them aware of their responsibility of keeping such information confidential and use every reasonable effort to see that they do keep such information confidential.
Prohibition on disclosure. (a) Subject to clause 20.4, the Recipient must not, without the prior written consent of the Commonwealth, disclose any Commonwealth’ Confidential Information to a third party, or use such Confidential Information other than for the purpose of the Project.
(b) Subject to clause 20.4, the Commonwealth must not, without the prior written consent of the Recipient, disclose any Recipient’ Confidential Information to a third party, or use such Confidential Information other than for the purpose of the Project.
Prohibition on disclosure. Each of the Sellers hereby undertakes with the Buyer and the Company that he shall both during and after the term of this agreement preserve the confidentiality of, and not directly or indirectly reveal, report, publish, disclose or transfer or use for his own or any other purposes Confidential Information except:
(a) in the circumstances set out in clause 21.2 below;
(b) to the extent otherwise expressly permitted by this agreement; or
(c) with the prior consent in writing of the party to whose affairs such Confidential Information relates.
Prohibition on disclosure. Except as required in his duties to the Company, the Employee shall not, directly or indirectly use, disseminate or disclose any Confidential Information.
Prohibition on disclosure. (a) A party must not disclose the other party’s Confidential Information to any person except:
(i) to its employees, legal and financial advisers, and subcontractors who have a genuine need to receive such Confidential Information, and provided those persons first agree to observe the confidentiality of the information;
(ii) with the other party’s prior written consent;
(iii) to the extent required by Law, any stock exchange or any regulatory authority; or
(iv) if the Information is in the public domain.
(b) Each party will, however, be permitted to disclose relevant aspects of the disclosing party’s Confidential Information to its officers, agents, professional advisors, including attorneys, contractors, subcontractors and employees who have a need to know the Confidential Information in connection with performance of its duties and obligations under this Agreement; provided, however, that such party must:
(i) take all reasonable measures to ensure that Confidential Information of the disclosing Party is not disclosed or duplicated in contravention of the provisions of this Agreement by such officers, agents, professional advisors, contractors, subcontractors and employees,
(ii) inform such individuals of the confidential nature of the Confidential Information; and
(iii) ensure that such individuals treat the Confidential Information in accordance with the terms of this Agreement.
(c) Each recipient of Confidential Information must:
(i) ensure at all times that each employee, legal and financial adviser, and subcontractor to whom the Confidential Information has been disclosed under this clause keeps that Confidential Information secure;
(ii) safeguard the Confidential Information disclosed to it by exercising the same degree of care to protect and safeguard the Confidential Information as the receiving Party uses to protect and safeguard its own Confidential Information, which must in no event be less than reasonable care; and
(iii) promptly notify the other party of a suspected or actual unauthorized use, copying or disclosure of the Confidential Information.
Prohibition on disclosure. Recipient agrees that it will not disclose any Confidential Information disclosed by Discloser to any third party without Discloser’s prior written consent. Notwithstanding the foregoing, Recipient shall be permitted to disclose Confidential Information to its or the Discloser’s affiliates, agents or vendors that have a need to know the Confidential Information in connection with the Services to be provided under this Agreement.
Prohibition on disclosure. 2.1 The Recipient shall not at any time during the course of its dealings with the Disclosing Party, or at any time thereafter (including after termination of this Agreement) except as expressly provided in this Agreement or as otherwise expressly agreed by the Disclosing Party in writing, disclose to any person or copy or make use of in any manner any Confidential Information of the Disclosing Party.
2.2 Nothing in this Agreement shall obligate either party to provide any Confidential Information to the other party.
2.3 The Recipient shall maintain all Confidential Information of the Disclosing Party in confidence and shall disclose such Confidential Information only to those of its Affiliates:
2.3.1 who the Disclosing Party has agreed to in writing; and
2.3.2 who, before disclosure of Confidential Information, agree unconditionally to be bound by the terms of this Agreement by signing and returning to the Disclosing Party a document to that effect.
2.4 The Recipient shall take all necessary and reasonable steps to prevent Confidential Information from being disclosed to any person not authorised to receive it under this Agreement.
2.5 Notwithstanding any provision of this Agreement or rule of law to the contrary the Recipient acknowledges that any subsequent unauthorised disclosure of such Confidential Information by its Affiliates shall be deemed to be a disclosure in breach of this Agreement and the Recipient will be responsible for such breach.
2.6 The Recipient shall indemnify the Disclosing Party against any loss, claims, damages, expenses, liabilities, costs (including solicitor-client costs), proceedings or demands arising from any breach of the Recipient’s obligations, whether such breach arises due to any act or omission of the Recipient or any person the Recipient discloses the Confidential Information to, including the Affiliates pursuant to clause 2.3 of this Agreement.
2.7 The Recipient agrees that if it, or any Affiliate, is required by any law, court order, or regulatory authority having jurisdiction over the Recipient or such Affiliate, or the listing rules of any stock exchange, to disclose any Confidential Information, such disclosure may be made only after the Disclosing Party has been notified and has had an opportunity to consult with the Recipient or the relevant Affiliate as to the content of any such disclosure (keeping in mind any time constraints imposed on the Recipient by law). The provisions of this clause 2.7 shall not affec...
Prohibition on disclosure. Each of the parties to this Agreement hereby undertakes that it shall both during and after the term of this Agreement preserve the confidentiality of, and not directly or indirectly reveal, report, publish, disclose or transfer or use for its own or any other purposes Confidential Information except:
23.1.1 to the extent otherwise expressly permitted by this Agreement;
23.1.2 with the prior consent in writing of the party to whose affairs such Confidential Information relates; or
23.1.3 in the circumstances set out in 23.2 ("Permitted Disclosures").
Prohibition on disclosure. Each of the Seller and the Seller’s Guarantor undertakes with the Purchaser, and each of the Purchaser and the Purchaser’s Guarantor undertakes with the Seller, to keep confidential (except as expressly provided in this Agreement) at all times after the date of this Agreement, and not directly or indirectly reveal, report, publish, disclose or transfer or use for its own or any other purposes, any confidential information received or obtained as a result of entering into or performing, or supplied by or on behalf of another Party in the negotiations leading to, this Agreement and which relates to:
Prohibition on disclosure. The Vendor hereby undertakes with the Purchaser that it shall and that it shall procure that each member of the Vendor's Group shall and the Purchaser hereby undertakes with the Vendor that it shall and that it shall procure that each member of the Purchaser's Group shall preserve the confidentiality of, and not directly or indirectly reveal, report, publish or disclose or any information obtained by such party about any member of the other party's group or the business of any member of the other party's group as a result of negotiating, entering into or performing its obligations under this Agreement or make any announcement or disclosure concerning such matters except:
13.1.1 in the circumstances set out in clause 13.2 below;
13.1.2 to the extent otherwise expressly permitted by this Agreement; or
13.1.3 with the prior consent in writing of the other parties to this Agreement.