Proprietary Information; Confidentiality. All drawings, models, documents, confidential records, software and other information supplied by Seller are supplied on the express understanding that all copyright and design rights are reserved to Seller and that Buyer will not, without the written consent of Seller, either give away, loan, exhibit, or sell such drawings, models, documents, confidential records, computer software or other information or extracts therefrom or copies thereof or use them in any way except in connection with the Goods in respect of which they are issued. Buyer shall consider all information furnished by Seller, which was not previously publicly disclosed by Seller, to be confidential and shall not copy nor disclose any such information to any other person, nor use any such information for commercial purposes, nor make copies of such information without written permission from Seller. Buyer shall not disclose any information relating to any order without Seller’s written permission. Unless otherwise agreed in writing by the parties, no commercial, financial or technical information disclosed in any manner or at any time by Buyer to Seller shall be deemed secret or confidential and Buyer shall have no rights against Seller with respect thereto.
Proprietary Information; Confidentiality. PROMOTER acknowledges that (i) this Agreement, (ii) any technical, business or financial information or documents used, provided or disclosed by NASCAR or any NASCAR Rights Affiliate in connection therewith or pursuant thereto, (iii) customer lists of any kind or nature used, provided or disclosed by NASCAR or any NASCAR Rights Affiliate, (iv) the manner in which NASCAR or any NASCAR Rights Affiliate engages in the exploitation of Live Broadcast Rights or Ancillary Rights, (v) the manner in which NASCAR conducts and controls the Competition, (vi) the manner in which NASCAR promotes the Event, the series of which the Event is a part, and the sport of stock car racing in general, and (vii) the manner in which NASCAR forms, promotes and maintains relationships with sponsors, Competitors, Officials, other promoters, fans and other third parties involved in the Event (collectively “NASCAR Proprietary Information”), constitutes information that is proprietary to NASCAR and/or the NASCAR Rights Affiliate(s) and may not be used by PROMOTER except in connection with the performance of PROMOTER’s duties under this Agreement. Except for that purpose, PROMOTER shall at all times and forever maintain NASCAR Proprietary Information in a confidential manner and shall not disclose it or use it on behalf of itself or any third party unless it is in the public domain as a result of an act or omission caused by a person or entity other than PROMOTER. PROMOTER acknowledges that any unauthorized use or disclosure of NASCAR Proprietary Information that is in violation of this Section 36, or other violation or threatened violation of this Section 36, could cause irreparable damage to NASCAR and/or the NASCAR Rights Affiliate(s) and, therefore, that NASCAR and or the NASCAR Rights Affiliate(s) shall be entitled to an injunction prohibiting PROMOTER or any related party from engaging in such violation and to attorney’s fees and costs for having to bring any action to enforce this Section 36.
Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Purchaser shall not use the Property Documents for any purpose other than as set forth in the preceding sentence. Purchaser shall not disclose the contents to any person other than to those persons who are responsible for determining the feasibility of Purchaser's acquisition of the Property and who have agreed to preserve the confidentiality of such information as required hereby, including, without limitation, Purchaser's attorneys, accountants, agents, consultants, lenders, partners, shareholders or as otherwise may be required by law or court order (collectively, "Permitted Outside Parties"). At any time and from time to time, within two (2) business days after Seller's request, Purchaser shall deliver to Seller a list of all parties to whom Purchaser has provided any Property Documents or any information taken from the Property Documents. Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.8. In permitting Purchaser to review the Property Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created.
Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and shall remain proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in evaluating the Property. The term confidential or proprietary information does not include any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public other than as a result of a disclosure by Purchaser or its representatives, (ii) is already in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunder. Purchaser shall not disclose the contents to any person other than to those persons who are responsible for evaluating Purchaser’s acquisition or financing of the Property, including Purchaser’s investors, and those who have agreed to preserve the confidentiality of such information as required hereby (collectively, “Permitted Outside Parties”). Notwithstanding the foregoing, Purchaser may disclose such contents as (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first give Seller written notice of the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed). Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the standards set forth in this Section 4.5. In permitting Purchaser to review the Property Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no ...
Proprietary Information; Confidentiality. During the course of performance under this Agreement, a Party (the “Owner”) or its Representative may make available to the other Party (the “Recipient”) or its Representative certain materials such as manuals, contract owner lists, data files and the data contained therein, systems, forms, methods, processes, and procedures and other information or data (collectively “Proprietary Information”) which are proprietary or trade secret in nature. Information known in the public domain, or which is or was publicly disclosed to Recipient by any Party not under a duty to retain such information as confidential, shall not constitute Proprietary Information.
Proprietary Information; Confidentiality. 24.01 During the course of performance under this Agreement, a Party (the “Owner”) or its Representative may make available to the other Party (the “Recipient”) or its Representative certain materials such as manuals, contract owner lists, data files and the data contained therein, systems, forms, methods, processes, and procedures and other information or data (collectively “Proprietary Information”) which are proprietary or trade secret in nature. Information known in the public domain, or which is or was publicly disclosed to Recipient by any Party not under a duty to retain such information as confidential, shall not constitute Proprietary Information.
24.02 Each Party acknowledges that all Proprietary Information is offered for the sole purpose of facilitating the rendering of services under this Agreement. Further, each Party agrees that the Owner is deemed to be the sole owner of such Proprietary Information.
24.03 The Parties shall hold all Proprietary Information in trust and confidence and shall use Proprietary Information only for purposes of this Agreement. Unless required by law or regulation (including in connection with any judicial or administrative proceeding(s)), neither Party shall disclose any Proprietary Information without the express written consent of the other Party. Notwithstanding the foregoing, the Parties may disclose Proprietary Information to their Representatives who need to know such Proprietary Information to carry out the purposes for which it was disclosed (it being understood that the Party disclosing the Proprietary Information shall inform its Representatives of the confidential nature of the Proprietary Information, shall cause such Representatives to observe the terms of this Agreement and shall be liable for any breach of this Agreement by itself or any of its Representatives). Xxxxxxx Resolution Life and Annuity Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 33
24.04 In the event a Party or its Representative breaches this obligation, the Owner shall have all rights and remedies available under law and equity, including the right to protect its Proprietary Information by injunction, without proving economic loss, which the Parties acknowledge and concede is appropriate and necessary to protect the value of the Owner’s Proprietary Information.
24.05 Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities law...
Proprietary Information; Confidentiality. Vendor shall consider all data, documentation, drawings, specifications software and other information furnished by FHI360 to be confidential and proprietary and shall not disclose any such information to any other person, or use such information itself for any purpose other than that for which it was intended in completing this order, unless Vendor obtains written permission from FHI360 to do so. Vendor agrees to execute FHI360’s standard Non-Disclosure Agreement upon request.
Proprietary Information; Confidentiality. The Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or a third party constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or the third party. The Trust agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided under this Agreement. The Transfer Agent acknowledges that the shareholder lists and all information related to shareholders of the Funds that is furnished to the Transfer Agent by the Funds or a shareholder in connection with this Agreement shall constitute proprietary information of substantial value to the Fund. The Transfer Agent agrees on behalf of itself and its employees to treat confidentially all records and other information relative to the Trust and its shareholders received by the Transfer Agent in connection with this Agreement, including any non-public personal information as defined by Regulation S-P, and that it shall not use or disclose any such information except for the purpose of carrying out the terms of this Agreement; provided, however, that the Transfer Agent may disclose such information as required by law or in connection with any requested disclosure to a regulatory authority with appropriate jurisdiction after prior notification to, and approval of the Trust. Upon termination of this Agreement, each party shall return to the other party all copies of confidential or Proprietary Information received from such other party hereunder, other than materials or information required to be retained by such party under applicable laws or regulations. Each party hereby agrees to dispose of any “consumer report information,” as such term is defined in Regulation S-P.
Proprietary Information; Confidentiality. Supplier shall keep confidential any technical, process or economic information derived from drawings, specifications and prototype articles, and other data furnished by Company or Supplier learns during the performance of its services and shall not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining Company's prior written consent. Except as required for the efficient performance of this Order, Supplier shall not use such information or make copies or permit copies to be made of such drawings specifications, or other data without the prior written consent of Company. Upon completion or termination of this Order, Supplier shall promptly return to Company all materials and any copies thereof; such request may be made at any time during or after completion of Supplier's performance. The obligations under this clause shall survive the cancellation, termination or completion of this Order. Supplier shall not advertise or publish the fact that Company has contracted for services from Supplier without prior written permission from Company. Any inventions, processes or other patentable or marketable idea or product developed as a result of Supplier's performance of the services hereunder shall become the exclusive property of Company, and Supplier shall deliver all data, drawings and other documents associated with such development to Company upon completion of the services.
Proprietary Information; Confidentiality. All non-public materials and information furnished by Seller or any other person acting on behalf of Seller and all information learned or observed about Seller or its operations through performance of Buyer’s order is confidential and Buyer shall not disclose any such information to any other person, or use such information for any purpose other than performing Buyer’s order without Seller’s express written consent.
