PROPRIETARY INFORMATION, NONDISCLOSURE AND PUBLICITY. 10.1 Both parties agree that all information furnished to it by the other party which is identified as being proprietary or confidential or which the receiving party knows or has reason to know is confidential, trade secret or proprietary information (the “Proprietary Information”) is to be treated in a confidential manner and shall remain the sole and exclusive property of the providing party. Proprietary Information may not be directly or indirectly disseminated to any third party without the prior written consent of the disclosing party; provided, however, that the receiving party may disclose the same to its employees and subcontractors that have a need to know because of their involvement in this Agreement and have agreed to maintain the confidential nature of the Proprietary Information. Both parties acknowledge that the Proprietary Information of the other party is a valuable asset of the disclosing party, that any unauthorized disclosure or use thereof may cause irreparable harm and loss, that monetary damages may not be sufficient to compensate, and that injunctive relief is an appropriate remedy to prevent any actual or threatened unauthorized use or disclosure of the Proprietary Information. Without limiting the foregoing, the terms and conditions of this Agreement are Proprietary Information. Both parties shall return any copies of Proprietary Information to the disclosing party upon the request of the disclosing party and upon the termination or expiration of this Agreement. 10.2 The confidentiality and non-disclosure obligations set forth herein do not apply to any portion of the Proprietary Information that (i) is or becomes public knowledge through no fault of the receiving party; (ii) is disclosed to the receiving party without a restriction on disclosure by a third party that has the lawful right to disclose the same; or (iii) is required to be disclosed by the receiving party pursuant to a lawful and formal request of a governmental or regulatory authority (so long the receiving party provides the disclosing party with prior written notice of such governmental or regulatory request and a reasonable opportunity under the circumstances to contest such request). 10.3 Neither party shall use any confidential information belonging to a third party in furtherance of their obligations hereunder, unless otherwise authorized by that third party. 10.4 Comcast must pre-approve and control the dissemination of any public announcement, press release or other publicity arising from or in connection with this Agreement or any SOW including, but not limited to: (i) the existence and financial terms of this Agreement or SOW; (ii) any contractual awards that may occur as a result of this Agreement or SOW; and (iii) any Comcast Product information.
Appears in 2 contracts
Samples: Master Services Agreement (StarTek, Inc.), Master Services Agreement (StarTek, Inc.)
PROPRIETARY INFORMATION, NONDISCLOSURE AND PUBLICITY. 10.1 9.1 Both parties Parties agree that all information furnished to it by the other party Party which is identified as being proprietary or confidential or which the receiving party Party knows or has reason to know is confidential, trade secret or proprietary information (the “"Proprietary Information”") is to be treated in a confidential manner and shall remain the sole and exclusive property of the providing partyParty. Proprietary Information may not be directly or indirectly disseminated to any third party without the prior written consent of the disclosing partyParty; provided, however, that the receiving party Party may disclose the same to its employees and subcontractors that have a need to know because of their involvement in this Agreement and have agreed to maintain the confidential nature of the Proprietary Information. Both parties Parties acknowledge that the Proprietary Information of the other party Party is a valuable asset of the disclosing partyParty, that any unauthorized disclosure or use thereof may cause irreparable harm and loss, that monetary damages may not be sufficient to compensate, and that injunctive relief is an appropriate remedy to prevent any actual or threatened unauthorized use or disclosure of the Proprietary Information. Without limiting the foregoing, the terms and conditions of this Agreement are Proprietary Information. Both parties Parties shall return any copies of Proprietary Information to the disclosing party Party upon the request of the disclosing party Party and upon the termination or expiration of this Agreement.
10.2 9.2 The confidentiality and non-disclosure obligations set forth herein do not apply to any portion of the Proprietary Information that (ia) is or becomes public knowledge through no fault of the receiving partyParty; (iib) is disclosed to the receiving party Party without a restriction on disclosure by a third party that has the lawful right to disclose the same; or (iiic) is required to be disclosed by the receiving party Party pursuant to a lawful and formal request of a governmental or regulatory authority (so long the receiving party Party provides the disclosing party Party with prior written notice of such governmental or regulatory request and a reasonable opportunity under the circumstances to contest such request).
10.3 9.3 Neither party Party shall use any confidential information belonging to a third party in furtherance of their obligations hereunder, unless otherwise authorized by that third party.
10.4 9.4 [publicity] ****
9.5 Vendor hereby acknowledges that Comcast must pre-approve has a special responsibility under the law to keep personally identifiable information of its customers (“PII”) private and control confidential. PII is subject to the dissemination subscriber privacy protections set forth in Section 631 of any public announcementthe Cable Communications Policy Act of 1984, press release or as amended (47 USC Sec. 551), as well as other publicity arising from applicable federal and state laws. Vendor agrees that it shall use such information in strict compliance with Section 631, all other applicable laws governing the use, collection, disclosure and storage of such information, and the protocols set forth hereunder. In addition to and without limiting the foregoing, in no event shall Vendor use, disclose or in connection any way provide personally identifiable information of a customer in violation of 47 USC 551 (as amended and supplemented, “Section 551”) and Vendor further agrees to comply with this Agreement or any SOW including, but not limited to: (i) the existence all requirements and financial terms provisions of Section 551. The provisions of this Agreement Section 9 shall survive the expiration or SOW; (ii) any contractual awards that may occur as a result termination of this Agreement or SOW; and (iii) any Comcast Product informationAgreement.
Appears in 1 contract
PROPRIETARY INFORMATION, NONDISCLOSURE AND PUBLICITY. 10.1 Both parties agree that all information furnished to it by the other party which is identified as being proprietary or confidential or which the receiving party knows or has reason to know is confidential, trade secret or proprietary information (the “"Proprietary Information”") is to be treated in a confidential manner and shall remain the sole and exclusive property of the providing party. Proprietary Information may not be directly or indirectly disseminated to any third party without the prior written consent of the disclosing party; provided, however, that the receiving party may disclose the same to its employees and subcontractors that have a need to know because of their involvement in this Agreement and have agreed to maintain the confidential nature of the Proprietary Information. Both parties acknowledge that the Proprietary Information of the other party is a valuable asset of the disclosing party, that any unauthorized disclosure or use thereof may cause irreparable harm and loss, that monetary damages may not be sufficient to compensate, and that injunctive relief is an appropriate remedy to prevent any actual or threatened unauthorized use or disclosure of the Proprietary Information. Without limiting the foregoing, the terms and conditions of this Agreement are Proprietary Information. Both parties shall return any copies of Proprietary Information to the disclosing party upon the request of the disclosing party and upon the termination or expiration of this Agreement.
10.2 The confidentiality and non-disclosure obligations set forth herein do not apply to any portion of the Proprietary Information that (i) is or becomes public knowledge through no fault of the receiving party; (ii) is disclosed to the receiving party without a restriction on disclosure by a third party that has the lawful right to disclose the same; or (iii) is required to be disclosed by the receiving party pursuant to a lawful and formal request of a governmental or regulatory authority (so long the receiving party provides the disclosing party with prior written notice of such governmental or regulatory request and a reasonable opportunity under the circumstances to contest such request).
10.3 Neither party shall use any confidential information belonging to a third party in furtherance of their obligations hereunder, unless otherwise authorized by that third party.
10.4 Comcast must pre-approve and control the dissemination of any public announcement, press release or other publicity arising from or in connection with this Agreement or any SOW including, but not limited to: (i) the existence and financial terms of this Agreement or SOW; (ii) any contractual awards that may occur as a result of this Agreement or SOW; and (iii) any Comcast Product information.
Appears in 1 contract