Protection of Proprietary Information. “Proprietary Information” means a disclosing party’s ( including DirectTrust, any Participant, or any Participant’s CA or RA) business operations, financial condition, customers, products, services, technical knowledge, information, materials, processes, ideas, and techniques (whether or not reduced to writing) (i) which are not generally known in the relevant industry; (ii) which afford possessors of the information a commercial advantage over others; (iii) which are considered trade secrets under Applicable Law; and/or (iv) which, if utilized or disclosed by a party receiving such information, would place the party disclosing such information at a competitive disadvantage. Except as necessary for a party to perform its obligations under this Agreement, as permitted under a written consent of a disclosing party, or as required under Applicable Law, a party will not use or disclose Proprietary Information received from DirectTrust, any Participant, or any Participant’s CA or RA. Each party’s Proprietary Information will remain the confidential information of that party except as otherwise expressly provided in this Agreement. Each of the parties will use at least the same degree of care to safeguard and to prevent disclosing to third parties the Proprietary Information of the other as it employs to avoid unauthorized disclosure or publication of its own information of a similar nature, and in any event, no less than reasonable care. Each party may disclose relevant aspects of the other party’s Proprietary Information to its employees, affiliates, subcontractors and agents to the extent such disclosure is reasonably necessary for the performance of its obligations, or the enforcement of its rights, under this Agreement; provided, however, that such party will cause such employees, affiliates, subcontractors or agents to comply with these confidentiality provisions. Neither party will (i) make any use or copies of the Proprietary Information of the other except as contemplated by this Agreement; or (ii) acquire any right in or assert any lien against the Proprietary Information of the other; or (iii) sell, assign, lease or otherwise commercially exploit the Proprietary Information of the other party. Neither party may withhold the Proprietary Information of the other party or refuse for any reason (including due to the other party’s actual or alleged breach of this Agreement) to promptly return to the other party its Proprietary Information (including copies thereof) if requested to do so. Upon expiration or termination of this Agreement and completion of a party’s obligations under this Agreement, each Party will, at the request of the other party, (and except as otherwise provided in this Agreement) return or destroy, as the other party may direct, all documentation in any medium that contains or refers to the other party’s Proprietary Information, and retain no copies. This Section III.a will not apply to any particular information that either party can demonstrate
Appears in 3 contracts
Samples: Federated Services Agreement, Federated Services Agreement, Federated Services Agreement
Protection of Proprietary Information. Except to the extent required by law, following my Termination Date, I will have a continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or Proprietary Information” means a disclosing party’s ( including DirectTrust, any Participant, (as defined below) of the Corporation or any Participant’s CA or RA) business operationsof its affiliates, financial conditionsubsidiaries, related companies, joint ventures, partnerships, customers, productssuppliers, servicespartners, technical knowledgecontractors or agents, information, materials, processes, ideas, and techniques (whether or not reduced to writing) (i) which are not generally known in each case in accordance with the relevant industry; (ii) which afford possessors terms of the information a commercial advantage over others; (iii) which are considered trade secrets under Applicable Law; and/or (iv) which, if utilized or disclosed by a party receiving such information, would place the party disclosing such information at a competitive disadvantageagreements. Except as necessary for a party to perform its obligations under this Agreement, as permitted under a written consent of a disclosing party, or as required under Applicable Law, a party I will not use or disclose Proprietary Information received from DirectTrust, or allow the use or disclosure by others to any Participant, person or any Participant’s CA entity of Confidential or RA. Each party’s Proprietary Information will remain the confidential information of that party except as otherwise expressly provided in this Agreement. Each of the parties will use at least the same degree of care to safeguard and to prevent disclosing to third parties the Proprietary Information of the other Corporation or others to which I had access or that I was responsible for creating or overseeing during my employment with the Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or confidential information, I will immediately notify the Corporation’s Senior Vice President, General Counsel, and Corporate Secretary as it employs to avoid the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to protect the information. All materials to which I have had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of this PECA, “Confidential or Proprietary Information” means trade secrets, as defined by the federal Defend Trade Secrets Act of 2016 and/or applicable state trade secret law, and Sensitive Information within the meaning of CRX-015 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to protect from unauthorized disclosure to third parties that can provide the person or publication of entity with a business, technological, or economic advantage over its own information of a similar naturecompetitors, and or which, if known or used by third parties or if used by the person’s or entity’s employees or agents in any eventan unauthorized manner, no less than reasonable caremight be detrimental to the person’s or entity’s interests. Each party may disclose relevant aspects of the other party’s Confidential or Proprietary Information to its employeesmay include, affiliates, subcontractors and agents to the extent such disclosure but is reasonably necessary for the performance of its obligations, or the enforcement of its rights, under this Agreement; provided, however, that such party will cause such employees, affiliates, subcontractors or agents to comply with these confidentiality provisions. Neither party will (i) make any use or copies of the Proprietary Information of the other except as contemplated by this Agreement; or (ii) acquire any right in or assert any lien against the Proprietary Information of the other; or (iii) sell, assign, lease or otherwise commercially exploit the Proprietary Information of the other party. Neither party may withhold the Proprietary Information of the other party or refuse for any reason (including due to the other party’s actual or alleged breach of this Agreement) to promptly return to the other party its Proprietary Information (including copies thereof) if requested to do so. Upon expiration or termination of this Agreement and completion of a party’s obligations under this Agreement, each Party will, at the request of the other party, (and except as otherwise provided in this Agreement) return or destroy, as the other party may direct, all documentation in any medium that contains or refers to the other party’s Proprietary Information, and retain no copies. This Section III.a will not apply to any particular information that either party can demonstratelimited to:
Appears in 2 contracts
Samples: Long Term Incentive Performance Award Agreement (Lockheed Martin Corp), Long Term Incentive Performance Award Agreement (Lockheed Martin Corp)
Protection of Proprietary Information. Except to the extent required by law, following my Termination Date, I will have a continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or Proprietary Information” means a disclosing party’s ( including DirectTrust, any Participant, (as defined below) of the Corporation or any Participant’s CA or RA) business operationsof its affiliates, financial conditionsubsidiaries, related companies, joint ventures, partnerships, customers, productssuppliers, servicespartners, technical knowledgecontractors or agents, information, materials, processes, ideas, and techniques (whether or not reduced to writing) (i) which are not generally known in each case in accordance with the relevant industry; (ii) which afford possessors terms of the information a commercial advantage over others; (iii) which are considered trade secrets under Applicable Law; and/or (iv) which, if utilized or disclosed by a party receiving such information, would place the party disclosing such information at a competitive disadvantageagreements. Except as necessary for a party to perform its obligations under this Agreement, as permitted under a written consent of a disclosing party, or as required under Applicable Law, a party I will not use or disclose Proprietary Information received from DirectTrust, or allow the use or disclosure by others to any Participant, person or any Participant’s CA entity of Confidential or RA. Each party’s Proprietary Information will remain the confidential information of that party except as otherwise expressly provided in this Agreement. Each of the parties will use at least the same degree of care to safeguard and to prevent disclosing to third parties the Proprietary Information of the other Corporation or others to which I had access or that I was responsible for creating or overseeing during my employment with the Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or confidential information, I will immediately notify the Corporation’s Senior Vice President, General Counsel and Corporate Secretary as it employs to avoid the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to protect the information. All materials to which I have had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of this PECA, “Confidential or Proprietary Information” means trade secrets, as defined by the federal Defend Trade Secrets Act of 2016 and/or applicable state trade secret law, and Sensitive Information within the meaning of CRX-015 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to protect from unauthorized disclosure to third parties that can provide the person or publication of entity with a business, technological, or economic advantage over its own information of a similar naturecompetitors, and or which, if known or used by third parties or if used by the Award Date: February 23, 2022 person’s or entity’s employees or agents in any eventan unauthorized manner, no less than reasonable caremight be detrimental to the person’s or entity’s interests. Each party may disclose relevant aspects of the other party’s Confidential or Proprietary Information to its employeesmay include, affiliates, subcontractors and agents to the extent such disclosure but is reasonably necessary for the performance of its obligations, or the enforcement of its rights, under this Agreement; provided, however, that such party will cause such employees, affiliates, subcontractors or agents to comply with these confidentiality provisions. Neither party will (i) make any use or copies of the Proprietary Information of the other except as contemplated by this Agreement; or (ii) acquire any right in or assert any lien against the Proprietary Information of the other; or (iii) sell, assign, lease or otherwise commercially exploit the Proprietary Information of the other party. Neither party may withhold the Proprietary Information of the other party or refuse for any reason (including due to the other party’s actual or alleged breach of this Agreement) to promptly return to the other party its Proprietary Information (including copies thereof) if requested to do so. Upon expiration or termination of this Agreement and completion of a party’s obligations under this Agreement, each Party will, at the request of the other party, (and except as otherwise provided in this Agreement) return or destroy, as the other party may direct, all documentation in any medium that contains or refers to the other party’s Proprietary Information, and retain no copies. This Section III.a will not apply to any particular information that either party can demonstratelimited to:
Appears in 1 contract
Samples: Performance Stock Unit Award Agreement (Lockheed Martin Corp)
Protection of Proprietary Information. Except to the extent required by law, following my Termination Date, I will have a continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or Proprietary Information” means a disclosing party’s ( including DirectTrust, any Participant, (as defined below) of the Corporation or any Participant’s CA or RA) business operationsof its affiliates, financial conditionsubsidiaries, related companies, joint ventures, partnerships, customers, productssuppliers, servicespartners, technical knowledgecontractors or agents, information, materials, processes, ideas, and techniques (whether or not reduced to writing) (i) which are not generally known in each case in accordance with the relevant industry; (ii) which afford possessors terms of the information a commercial advantage over others; (iii) which are considered trade secrets under Applicable Law; and/or (iv) which, if utilized or disclosed by a party receiving such information, would place the party disclosing such information at a competitive disadvantageagreements. Except as necessary for a party to perform its obligations under this Agreement, as permitted under a written consent of a disclosing party, or as required under Applicable Law, a party I will not use or disclose Proprietary Information received from DirectTrust, or allow the use or disclosure by others to any Participant, person or any Participant’s CA entity of Confidential or RA. Each party’s Proprietary Information will remain the confidential information of that party except as otherwise expressly provided in this Agreement. Each of the parties will use at least the same degree of care to safeguard and to prevent disclosing to third parties the Proprietary Information of the other Corporation or others to which I had access or that I was responsible for creating or overseeing during my employment with the Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or confidential information, I will immediately notify the Corporation’s Senior Vice President, General Counsel and Corporate Secretary as it employs to avoid the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to protect the information. All materials to which I have had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of this PECA, “Confidential or Proprietary Information” means trade secrets, as defined by the federal Defend Trade Secrets Act of 2016 and/or applicable state trade secret law, and Sensitive Information within the meaning of CRX-015 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to protect from unauthorized disclosure to third parties that can provide the person or publication of entity with a business, technological, or economic advantage over its own information of a similar naturecompetitors, and or which, if known or used by third parties or if used by the Award Date: February 22, 2023 person’s or entity’s employees or agents in any eventan unauthorized manner, no less than reasonable caremight be detrimental to the person’s or entity’s interests. Each party may disclose relevant aspects of the other party’s Confidential or Proprietary Information to its employeesmay include, affiliates, subcontractors and agents to the extent such disclosure but is reasonably necessary for the performance of its obligations, or the enforcement of its rights, under this Agreement; provided, however, that such party will cause such employees, affiliates, subcontractors or agents to comply with these confidentiality provisions. Neither party will (i) make any use or copies of the Proprietary Information of the other except as contemplated by this Agreement; or (ii) acquire any right in or assert any lien against the Proprietary Information of the other; or (iii) sell, assign, lease or otherwise commercially exploit the Proprietary Information of the other party. Neither party may withhold the Proprietary Information of the other party or refuse for any reason (including due to the other party’s actual or alleged breach of this Agreement) to promptly return to the other party its Proprietary Information (including copies thereof) if requested to do so. Upon expiration or termination of this Agreement and completion of a party’s obligations under this Agreement, each Party will, at the request of the other party, (and except as otherwise provided in this Agreement) return or destroy, as the other party may direct, all documentation in any medium that contains or refers to the other party’s Proprietary Information, and retain no copies. This Section III.a will not apply to any particular information that either party can demonstratelimited to:
Appears in 1 contract
Samples: Performance Stock Unit Award Agreement (Lockheed Martin Corp)
Protection of Proprietary Information. “Proprietary Information” means a disclosing party’s ( including DirectTrust, any Participant, or any Participant’s CA or RA) business operations, financial condition, customers, products, services, technical knowledge, information, materials, processes, ideas, 6.4.1 From and techniques (whether or not reduced to writing) after the Contract Date: (i) which are not generally known in Buyer shall use and disclose, and shall cause their Representatives, including Parent Guarantor, to use and disclose, Sellers Proprietary Information only to the relevant industryextent necessary to consummate the transactions contemplated by, and perform their obligations under, this Agreement and the Ancillary Agreements; and (ii) which afford possessors of Sellers shall use and disclose, and shall cause its Representatives to use and disclose, Buyer’s Proprietary Information only to the information a commercial advantage over others; (iii) which are considered trade secrets under Applicable Law; and/or (iv) whichextent necessary to consummate the transactions contemplated by, if utilized or disclosed by a party receiving such information, would place the party disclosing such information at a competitive disadvantage. Except as necessary for a party to and perform its obligations under, this Agreement and the Ancillary Agreements. Any disclosure to third parties by either Sellers or Buyer shall only be made subject to confidentiality agreements with such third parties that are at least as stringent as the requirements of this Section 6.4. If the Closing occurs, the obligations of the Parties under this AgreementSection 6.4.1 shall expire as of the Closing Date.
6.4.2 Upon Buyer’s or Sellers’ (as the case may be) prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed), Sellers, or Buyer or Parent Guarantor (as the case may be) may provide Proprietary Information of any other Party to the NRC or any other Governmental Authority having jurisdiction over the Assets or any portion thereof, as may be necessary to obtain Sellers’ Required Regulatory Approvals or Buyer’s Required Regulatory Approvals, respectively. The disclosing Party shall seek confidential treatment for the Proprietary Information provided to any such Governmental Authority and the disclosing Party shall notify the other Party whose Proprietary Information is to be disclosed, as far in advance as reasonably practical, of its intention to release to any Governmental Authority any such Proprietary Information. In the event that disclosure of Proprietary Information is required by order of a court or other Governmental Authority or by subpoena or other similar legal process, the Party subject to such order, subpoena or other legal process shall, to the extent permitted under by Law, notify the other Party whose Proprietary Information is to be disclosed and the Parties shall consult and cooperate in seeking a written protective order or other relief to preserve the confidentiality of Proprietary Information.
6.4.3 Sellers or Buyer or Parent Guarantor (as the case may be) may, without the prior consent of a disclosing partythe other Party, or as required under Applicable Law, a party will not use or disclose Proprietary Information received from DirectTrust, of any Participant, other Party as may be necessary to comply generally with any applicable Laws or with the rules of any Participant’s CA or RAapplicable stock exchange. Each party’s The disclosing Party shall notify the other Party whose Proprietary Information will remain is to be disclosed, as far in advance as reasonably practical, of its intention to release to any third party any such Proprietary Information.
6.4.4 Notwithstanding anything to the contrary in the foregoing, nothing in this Section 6.4 authorizes or permits Buyer or Parent Guarantor to disclose any Third-Party Proprietary Information that Buyer or Parent Guarantor obtains as part of the Sellers Proprietary Information to any other Person. Buyer and Parent Guarantor each acknowledge and agree that to the extent Sellers are prohibited or restricted by any non-disclosure or confidentiality obligation to any third party from disclosing any Third-Party Proprietary Information to Buyer or Parent Guarantor, Sellers shall have the right to not disclose such Third-Party Proprietary Information to Buyer and Parent Guarantor until Buyer and Parent Guarantor have reached agreement with such third party and such third party has notified Sellers in writing that Sellers may disclose such Third-Party Proprietary Information to Buyer and Parent Guarantor. Sellers shall notify Buyer if there is any Third-Party Proprietary Information of which Sellers are aware that Sellers are prohibited or restricted from disclosing to Buyer or Parent Guarantor, and advise Buyer and Parent Guarantor of such third party so that Buyer and Parent Guarantor may make appropriate arrangements with such third party. Sellers’ failure to disclose any Third-Party Proprietary Information pursuant to this Section 6.4.4 shall not serve as the basis for a claim of any breach of a representation, warranty or other obligation of Sellers hereunder.
6.4.5 The Confidentiality Agreement shall terminate and be of no further force or effect after the Closing Date except for remedies for any breach of the Confidentiality Agreements arising prior to the Closing Date. After the Closing Date, Sellers shall keep confidential information all Proprietary Information provided by Buyer or Parent Guarantor or which Sellers possesses with respect to the Assets, to the extent permitted by Law, and to the same extent and under the same conditions applicable to the obligations of that party except Buyer and Parent Guarantor prior to the Closing Date with respect to Sellers Proprietary Information (other than Third-Party Proprietary Information) as otherwise expressly provided contained in this Agreement. Each After the Closing Date, Buyer and Parent Guarantor shall keep confidential all Proprietary Information provided by Sellers or which Buyer or Parent Guarantor possesses with respect to the Assets, to the extent permitted by Law, and to the same extent and under the same conditions applicable to the obligations of Sellers prior to the Closing Date with respect to Buyer’s Proprietary Information as contained in this Agreement, except that Buyer and Parent Guarantor’s obligations with respect to any Third-Party Proprietary Information obtained by Buyer or Parent Guarantor as part of the parties will use at least the same degree of care to safeguard and to prevent disclosing to third parties the Sellers Proprietary Information of shall be subject to Section 6.4.4.
6.4.6 If this Agreement is terminated before the other as it employs to avoid unauthorized disclosure or publication of its own information Closing, Buyer and Parent Guarantor shall, within thirty (30) days after receipt of a similar naturewritten request from Sellers, at their option, return or destroy (with such destruction to be certified following Sellers’ request) Sellers Proprietary Information in the possession or control of Buyer or Parent Guarantor or their Representatives, and Sellers shall, within thirty (30) days after receipt of a written request from Buyer or Parent Guarantor, at their option, return or destroy (with such destruction to be certified following Sellers’ request) Xxxxx’s Proprietary Information in any eventthe possession or control of Sellers or its Representatives. Notwithstanding the foregoing, no less than reasonable care. Each party may disclose relevant aspects of the a recipient or another Party’s Proprietary Information shall not be required to return or destroy such other partyParty’s Proprietary Information to its employees, affiliates, subcontractors and agents to the extent such disclosure is reasonably necessary for the performance of its obligations, or the enforcement of its rights, under this Agreement; provided, however, that such party will cause such employees, affiliates, subcontractors or agents to comply with these confidentiality provisions. Neither party will (i) make any use it directly relates to a matter that is or copies is expected to be the subject of the Proprietary Information of the other except as contemplated by this Agreement; litigation or claims, (ii) acquire any right is commingled with other electronic records that are collected and maintained in or assert any lien against a separate secure facility as part of information technology backup procedures in accordance with the Proprietary Information normal course of the other; or business, (iii) sell, assign, lease is included in a Party’s disclosures to its or otherwise commercially exploit its Affiliate’s board of directors or similar governing body or the Proprietary Information records of deliberations of such body in connection with the consideration of the other party. Neither party may withhold the Proprietary Information of the other party or refuse for any reason (including due to the other party’s actual or alleged breach of this Agreement) to promptly return to the other party its Proprietary Information (including copies thereof) if requested to do so. Upon expiration or termination authorization and approval of this Agreement and completion of a party’s obligations under this Agreement, each Party will, at the request of the other partytransactions contemplated hereby, (and except as otherwise provided in this Agreementiv) return the recipient is required to retain such Proprietary Information under applicable Law, or destroy, as (v) the recipient is a legal or other party may direct, all documentation in any medium that contains or refers professional advisor to the other party’s Proprietary Information, and retain no copies. This Section III.a will not apply a Party with professional responsibilities to any particular information that either party can demonstratemaintain client confidences.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement
Protection of Proprietary Information. Except to the extent required by law, following my Termination Date, I will have a continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or Proprietary Information” means a disclosing party’s ( including DirectTrust, any Participant, (as defined below) of the Corporation or any Participant’s CA or RA) business operationsof its affiliates, financial conditionsubsidiaries, related companies, joint ventures, partnerships, customers, productssuppliers, servicespartners, technical knowledgecontractors or agents, information, materials, processes, ideas, and techniques (whether or not reduced to writing) (i) which are not generally known in each case in accordance with the relevant industry; (ii) which afford possessors terms of the information a commercial advantage over others; (iii) which are considered trade secrets under Applicable Law; and/or (iv) which, if utilized or disclosed by a party receiving such information, would place the party disclosing such information at a competitive disadvantageagreements. Except as necessary for a party to perform its obligations under this Agreement, as permitted under a written consent of a disclosing party, or as required under Applicable Law, a party I will not use or disclose Proprietary Information received from DirectTrust, or allow the use or disclosure by others to any Participant, person or any Participant’s CA entity of Confidential or RA. Each party’s Proprietary Information will remain the confidential information of that party except as otherwise expressly provided in this Agreement. Each of the parties will use at least the same degree of care to safeguard and to prevent disclosing to third parties the Proprietary Information of the other Corporation or others to which I had access or that I was responsible for creating or overseeing during my employment with the Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or confidential information, I will immediately notify the Corporation’s Senior Vice President, General Counsel and Corporate Secretary as it employs to avoid the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to protect the information. All materials to which I have had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of this PECA, “Confidential or Proprietary Information” means trade secrets, as defined by the federal Defend Trade Secrets Act of 2016 and/or applicable state trade secret law, and Sensitive Information within the meaning of CRX-015 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to protect from unauthorized disclosure to third parties that can provide the person or publication of entity with a business, technological, or economic advantage over its own information of a similar naturecompetitors, and or which, if known or used by third parties or if used by the person’s or entity’s employees or agents in any eventan unauthorized manner, no less than reasonable caremight be detrimental to the Award Date: February 22, 2023 person’s or entity’s interests. Each party may disclose relevant aspects of the other party’s Confidential or Proprietary Information to its employeesmay include, affiliates, subcontractors and agents to the extent such disclosure but is reasonably necessary for the performance of its obligations, or the enforcement of its rights, under this Agreement; provided, however, that such party will cause such employees, affiliates, subcontractors or agents to comply with these confidentiality provisions. Neither party will (i) make any use or copies of the Proprietary Information of the other except as contemplated by this Agreement; or (ii) acquire any right in or assert any lien against the Proprietary Information of the other; or (iii) sell, assign, lease or otherwise commercially exploit the Proprietary Information of the other party. Neither party may withhold the Proprietary Information of the other party or refuse for any reason (including due to the other party’s actual or alleged breach of this Agreement) to promptly return to the other party its Proprietary Information (including copies thereof) if requested to do so. Upon expiration or termination of this Agreement and completion of a party’s obligations under this Agreement, each Party will, at the request of the other party, (and except as otherwise provided in this Agreement) return or destroy, as the other party may direct, all documentation in any medium that contains or refers to the other party’s Proprietary Information, and retain no copies. This Section III.a will not apply to any particular information that either party can demonstratelimited to:
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Lockheed Martin Corp)
Protection of Proprietary Information. Except to the extent required by law, following my Termination Date, I will have a continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or Proprietary Information” means a disclosing party’s ( including DirectTrust, any Participant, (as defined below) of the Corporation or any Participant’s CA or RA) business operationsof its affiliates, financial conditionsubsidiaries, related companies, joint ventures, partnerships, customers, productssuppliers, servicespartners, technical knowledgecontractors or agents, information, materials, processes, ideas, and techniques (whether or not reduced to writing) (i) which are not generally known in each case in accordance with the relevant industry; (ii) which afford possessors terms of the information a commercial advantage over others; (iii) which are considered trade secrets under Applicable Law; and/or (iv) which, if utilized or disclosed by a party receiving such information, would place the party disclosing such information at a competitive disadvantageagreements. Except as necessary for a party to perform its obligations under this Agreement, as permitted under a written consent of a disclosing party, or as required under Applicable Law, a party I will not use or disclose Proprietary Information received from DirectTrust, or allow the use or disclosure by others to any Participant, person or any Participant’s CA entity of Confidential or RA. Each party’s Proprietary Information will remain the confidential information of that party except as otherwise expressly provided in this Agreement. Each of the parties will use at least the same degree of care to safeguard and to prevent disclosing to third parties the Proprietary Information of the other Corporation or others to which I had access or that I was responsible for creating or overseeing during my employment with the Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or confidential information, I will immediately notify the Corporation’s Senior Vice President, General Counsel and Corporate Secretary as it employs to avoid the existence of the obligation and will cooperate with any Award Date: February 21, 2019 reasonable request by the Corporation for assistance in seeking to protect the information. All materials to which I have had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of this PECA, “Confidential or Proprietary Information” means Proprietary Information within the meaning of CRX-015C (a copy of which has been made available to me), including but not limited to information that a person or entity desires to protect from unauthorized disclosure to third parties that can provide the person or publication of entity with a business, technological, or economic advantage over its own information of a similar naturecompetitors, and or which, if known or used by third parties or if used by the person’s or entity’s employees or agents in any eventan unauthorized manner, no less than reasonable caremight be detrimental to the person’s or entity’s interests. Each party may disclose relevant aspects of the other party’s Confidential or Proprietary Information to its employeesmay include, affiliates, subcontractors and agents to the extent such disclosure but is reasonably necessary for the performance of its obligations, or the enforcement of its rights, under this Agreement; provided, however, that such party will cause such employees, affiliates, subcontractors or agents to comply with these confidentiality provisions. Neither party will not limited to:
(i) make any use existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information, cost estimates, forecasts, financial data, cost or copies pricing data, bid and proposal information, customer identification, sources of the Proprietary Information of the other except as supply, contemplated by this Agreement; product lines, proposed business alliances, and information about customers or competitors, and
(ii) acquire any right in existing and contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer hardware and software, compositions, formulas, products, processes, methods, designs, specifications, mask works, testing or assert any lien against the Proprietary Information of the other; or evaluation procedures, manufacturing processes, production techniques, research and development activities, inventions, discoveries, and improvements, and
(iii) sell, assign, lease or otherwise commercially exploit the Proprietary Information of the other party. Neither party may withhold the Proprietary Information of the other party or refuse for any reason (including due to the other party’s actual or alleged breach of this Agreement) to promptly return to the other party its Proprietary Information (including copies thereof) if requested to do so. Upon expiration or termination of this Agreement human resources and completion of a party’s obligations under this Agreement, each Party will, at the request of the other party, (and except as otherwise provided in this Agreement) return or destroy, as the other party may direct, all documentation in any medium that contains or refers to the other party’s Proprietary Information, and retain no copies. This Section III.a will not apply to any particular information that either party can demonstratepersonnel information.
Appears in 1 contract
Samples: Performance Stock Unit Award Agreement (Lockheed Martin Corp)
Protection of Proprietary Information. “Executive acknowledges that the continued success of the Company depends upon the use and protection of a large body of Proprietary Information” means a disclosing party’s ( including DirectTrust. Executive agrees that he shall not disclose or use at any time, either during his employment with the Company or thereafter, any ParticipantProprietary Information of which Executive is or becomes aware, or any Participant’s CA or RA) business operations, financial condition, customers, products, services, technical knowledge, information, materials, processes, ideas, and techniques (whether or not reduced such information is developed by Executive, except to writing) the extent that such disclosure or use is directly related to and required by Executive’s performance of duties assigned to Executive by the Board or under this Agreement. Executive shall take all reasonable and appropriate steps to safeguard Proprietary Information and to protect it against disclosure, misuse, espionage, loss and theft. The foregoing shall not, however, prohibit disclosure by Executive of Proprietary Information that (i) which are not (A) generally known and used by persons with training and experience comparable to Executive’s, (B) is common knowledge in the relevant industry; , or (C) is otherwise legally in the public domain, in each case, prior to the date Executive’s improper disclosure of such information, (ii) which afford possessors is disclosed as part of Executive’s performance of duties hereunder, (iii) is required to be disclosed by law, or (iv) is disclosed by Executive in connection with prosecution or defense of any action against the Company or any of its affiliates. Information shall not be deemed to have been published merely because individual portions of the information a commercial advantage over others; (iii) which are considered trade secrets under Applicable Law; and/or (iv) whichhave been separately published, but only if utilized or disclosed by a party receiving such information, would place the party disclosing all material features comprising such information have been published in combination. Executive agrees to deliver to the Company at a competitive disadvantage. Except as necessary for a party to perform its obligations under this Agreement, as permitted under a written consent the end of a disclosing partythe Employment Period, or as required under Applicable Lawat any other time the Company may request in writing, a party will not use or disclose all copies and embodiments, in whatever form, of memoranda, notes, plans, records, reports and other documents (and copies thereof), relating to the business of the Company (including, without limitation, all Proprietary Information received from DirectTrust, any Participant, or any Participant’s CA Intellectual Property) that he may then possess or RA. Each party’s Proprietary Information will remain the confidential information of that party except as otherwise expressly provided in this Agreement. Each of the parties will use at least the same degree of care to safeguard and to prevent disclosing to third parties the Proprietary Information of the other as it employs to avoid unauthorized disclosure or publication of its own information of a similar nature, and in any event, no less than reasonable care. Each party may disclose relevant aspects of the other party’s Proprietary Information to its employees, affiliates, subcontractors and agents to the extent such disclosure is reasonably necessary for the performance of its obligations, or the enforcement of its rights, have under this Agreementhis control; provided, howeverthat Executive may retain (a) personal papers and other materials of a personal nature, provided that such papers or materials do not include Confidential Information (as defined below), (b) information showing Executive’s compensation or relating to reimbursement of expenses, and (c) copies of plans, programs and agreements relating to Executive’s employment, or termination thereof, in each case, that such party will cause such employees, affiliates, subcontractors is or agents to comply with these confidentiality provisions. Neither party will (i) make any use or copies of the Proprietary Information of the other except as contemplated by this Agreement; or (ii) acquire any right are in or assert any lien against the Proprietary Information of the other; or (iii) sell, assign, lease or otherwise commercially exploit the Proprietary Information of the other party. Neither party may withhold the Proprietary Information of the other party or refuse for any reason (including due to the other partyExecutive’s actual or alleged breach of this Agreement) to promptly return to the other party its Proprietary Information (including copies thereof) if requested to do so. Upon expiration or termination of this Agreement and completion of a party’s obligations under this Agreement, each Party will, at the request of the other party, (and except as otherwise provided in this Agreement) return or destroy, as the other party may direct, all documentation in any medium that contains or refers to the other party’s Proprietary Informationpossession, and retain no copies. This Section III.a will not apply to any particular information that either party can demonstrateExecutive received in Executive’s capacity as an employee.
Appears in 1 contract
Samples: Employment Agreement (Vicapsys Life Sciences, Inc.)
Protection of Proprietary Information. “3.1. The Receiving Party undertakes, in respect to Proprietary Information” means a disclosing party’s ( including DirectTrust, any Participant, or any Participant’s CA or RA) business operations, financial condition, customers, products, services, technical knowledge, information, materials, processes, ideasInformation disclosed to said Receiving Party, and techniques (whether or not reduced to writing) (i) which are not generally known in each case from the relevant industry; date of disclosure:
(iia) which afford possessors of to treat and safeguard as private and confidential all the information a commercial advantage over others; (iii) which are considered trade secrets under Applicable Law; and/or (iv) which, if utilized or disclosed by a party receiving such information, would place the party disclosing such information at a competitive disadvantage. Except as necessary for a party to perform its obligations under this Agreement, as permitted under a written consent of a disclosing party, or as required under Applicable Law, a party will not use or disclose Proprietary Information received from DirectTrustthe Receiving Party has received, any Participant, or any Participant’s CA or RA. Each party’s including ensuring proper and safe storage of such Proprietary Information will remain the confidential information of that party except as otherwise expressly provided in this Agreement. Each of the parties will use using at least the same degree of care to safeguard and to prevent disclosing to third parties that the Proprietary Information of the other as it employs to avoid unauthorized disclosure or publication of Receiving Party would normally use in protecting its own proprietary or confidential information of a similar nature, and in any event, which care shall be no less than reasonable care;
(b) not to copy or to cause to be made copies of such Proprietary Information, in whole or in part, for any reason, including any re-disclosure, whether directly or indirectly to any third party, other than for the Purpose provided that the third party signs a Non-Disclosure Agreement with terms and conditions similar to those herein prior to such disclosure;
(c) not to disclose any Proprietary Information to any other person other than personnel within its organisation or its Affiliates, who have a need to receive such Proprietary Information for the Purpose. Each party may The term “Affiliate” means, with respect to a Party, an entity which is controlled by, or controls the Party, or which is controlled by an entity that controls the Party and the Affiliate;
(d) not to disclose relevant aspects any Proprietary Information to agents or sub-contractors or other group members or any other third parties without the prior written consent of the Disclosing Party, such consent not to be unreasonably withheld;
(e) to use or allow to be used such Proprietary Information, in whole or in part, solely and exclusively in relation to the Purpose, unless (and then only to the extent which) a further use of the Proprietary Information is specifically authorised in writing by the Disclosing Party;
(f) upon the Disclosing Party's written request and option, either to return to the Disclosing Party such of the Disclosing Party's Proprietary Information as is in tangible form (together with all copies thereof within its possession or control) or make such other partydisposal thereof as may be reasonably stipulated by the Disclosing Party; and
(g) to ensure that adequate internal safeguards are in place to ensure that personnel to whom Proprietary Information is disclosed do not release such Proprietary Information in breach of this Agreement.
(h) not to reverse engineer, disassemble, or de-compile any prototypes, software, or other tangible objects that embody the other Party’s Proprietary Information to its employees, affiliates, subcontractors and agents that are provided to the extent such Receiving Party hereunder.
3.2. Any release of Proprietary Information, when considered necessary, to any legal or physical person outside the present Parties or their respective Affiliates (hereinafter referred to as “Third Party”) shall be co-ordinated and approved in writing by the Disclosing Party prior to dissemination and release of any Proprietary Information. Such release shall be made subject to Third Party’s agreement in writing on similar terms to those set out in this Agreement not to make further disclosure is reasonably necessary and to use Proprietary Information solely for the performance Purpose of its obligationsthis Agreement.
3.3. If a Party becomes aware of any disclosure concerning Proprietary Information not permitted by this Agreement, it shall immediately inform the other Parties and the Parties shall jointly seek to promptly remedy the situation.
3.4. The protection of Proprietary Information hereunder does not and shall not extend to any information which it can be evidenced by written documentation by the Receiving Party upon the written request of the Disclosing Party that:
(a) at the time of the disclosure was, or thereafter became, part of the enforcement public domain otherwise than through the fault or negligence of the Receiving Party or its rights, under Representatives; or
(b) was lawfully obtained by the Receiving Party from a third party with full rights of disclosure; or
(c) was already in the unrestricted possession of the Receiving Party at the date of receipt of such information pursuant to this Agreement; provided, however, that such party will cause such employees, affiliates, subcontractors or
(d) has since become known or agents to comply with these confidentiality provisions. Neither party will (i) make any developed in good faith independently by the Receiving Party without making use or copies of the Proprietary Information of the other except Disclosing Party, as contemplated evidenced by contemporaneous written records; or
(e) has been or is published without violation of this AgreementAgreement or any duty of confidence; or
(f) has been approved for unlimited release or (ii) acquire any right in or assert any lien against the Proprietary Information use by written authorisation of the otherDisclosing Party; or
(g) is not designated or (iii) sellconfirmed as Proprietary Information.
3.5. With the additional express written consent of the disclosing Party, assign, lease or otherwise commercially exploit the each Party shall be entitled to include Proprietary Information of the other party. Neither party may withhold the Parties in its proposals to customers or communicate Proprietary Information of to its external consultants on a need to know basis for the other party or refuse for any reason (including due to the other party’s actual or alleged Purpose only, without such disclosure constituting a breach of this Agreement) , provided that such customers or external consultants are under written confidentiality undertakings on substantially the same terms as identified herein, and not to promptly return to the other party its disclose any Proprietary Information (including copies thereof) if requested to do so. Upon expiration agents or termination of this Agreement and completion of a party’s obligations under this Agreementsub-contractors or any other third parties without the prior written consent, each Party willsuch consent not to be unreasonably withheld, at the request of the Disclosing Party.
3.6. If the Receiving Party, or any of its Affiliates or Representatives, is legally obliged to disclose Proprietary Information by reason of any law, regulation, rule or other partyrequirement of any government or any agency or department thereof, (and except as otherwise such Proprietary Information may be disclosed, provided in this Agreement) return or destroyalways that the Disclosing Party is given prior written warning of such disclosure to enable Disclosing Party to seek relief from such requirement, as the other party may direct, all documentation in Receiving Party renders any medium that contains or refers to reasonable assistance requested by the other party’s Proprietary InformationDisclosing Party, and retain no copies. This Section III.a will not apply the Receiving Party uses all reasonable endeavours to any particular information that either party can demonstrateminimise such disclosure.
Appears in 1 contract
Samples: Mutual Non Disclosure Agreement
Protection of Proprietary Information. “Proprietary Information” means a disclosing party’s ( including DirectTrust, any Participant, or any Participant’s CA or RA3.8.1 From and after the Contract Date: (a) business operations, financial condition, customers, products, services, technical knowledge, information, materials, processes, ideasContractor shall use and disclose, and techniques shall cause its Affiliates and their respective Representatives to use and disclose, Company’s Proprietary Information only to the extent necessary to consummate the transactions contemplated by, and perform their obligations under, this Agreement and the Ancillary Agreements; and (whether or not reduced b) Company shall use and disclose, and shall cause its Affiliates and its Representatives to writing) (i) which are not generally known in use and disclose, Contractor’s Proprietary Information only to the relevant industry; (ii) which afford possessors of extent necessary to consummate the information a commercial advantage over others; (iii) which are considered trade secrets under Applicable Law; and/or (iv) whichtransactions contemplated by, if utilized or disclosed by a party receiving such information, would place the party disclosing such information at a competitive disadvantage. Except as necessary for a party to and perform its obligations under under, this Agreement, as permitted under a written consent Agreement and the Ancillary Agreements. Any disclosure to Affiliates or Representatives of a disclosing party, or as required under Applicable Law, a party will not use or disclose Proprietary Information received from DirectTrust, any Participant, or any Participant’s CA or RA. Each party’s Proprietary Information will remain the confidential information of that party except as otherwise expressly provided in this Agreement. Each Party shall only be made after such Affiliates and Representatives are advised of the parties will use at least confidentiality obligations hereunder and required by the same degree disclosing Party to comply, and the disclosing Party shall be responsible for any violations of care to safeguard and to prevent disclosing the obligations of this Section 3.8 by any such Affiliates or Representatives. Any disclosure to third parties other than a Party’s Affiliates or Representatives by either Company or Contractor shall only be made subject to confidentiality agreements with such third parties that are at least as stringent as the requirements of this Section 3.8.
3.8.2 Upon Contractor’s, or Company’s (as the case may be), prior written approval (which approval shall not be unreasonably withheld, delayed or conditioned), Company or Contractor, respectively, may provide Proprietary Information of the other Party to the NRC or any other Governmental Authority having jurisdiction over the Assets, the CR-3 Facility, the NRC-Licensed Site or any portion thereof, as it employs may be necessary to avoid unauthorized disclosure obtain Company’s Required Regulatory Approvals or publication Contractor’s Required Regulatory Approvals, respectively. The disclosing Party shall seek confidential treatment for the Proprietary Information provided to any such Governmental Authority and the disclosing Party shall notify the other Party whose Proprietary Information is to be disclosed, as far in advance as reasonably practical, of its own information intention to release to any Governmental Authority any such Proprietary Information. In the event that disclosure of Proprietary Information is required by order of a court or other Governmental Authority or by subpoena or other similar naturelegal process, the Party subject to such order, subpoena or other legal process shall, to the extent permitted by Law, notify the other Party whose Proprietary Information is to be disclosed and the Parties shall consult and cooperate in any eventseeking a protective order or other relief to preserve the confidentiality of Proprietary Information.
3.8.3 Company or Contractor may, no less than reasonable care. Each party may disclose relevant aspects without the prior consent of the other Party, disclose Proprietary Information of the other Party as may be necessary to comply generally with any applicable Laws or with the rules of any applicable stock exchange. The disclosing Party shall notify the other Party whose Proprietary Information is to be disclosed, as far in advance as reasonably practical, of its intention to release to any third party any such Proprietary Information.
3.8.4 Notwithstanding anything to the contrary in the foregoing, nothing in this Section 3.8 authorizes or permits Contractor to disclose any Third Party Proprietary Information that Contractor obtains as part of the Company Proprietary Information to any other Person. Contractor acknowledges and agrees that to the extent Company is prohibited or restricted by any non-disclosure or confidentiality obligation to any third party from disclosing any Third Party Proprietary Information to Contractor, Company shall have the right to not disclose such Third Party Proprietary Information to Contractor until Contractor has reached agreement with such third party and such third party has notified Company in writing that Company may disclose such Third Party Proprietary Information to Contractor. Company shall notify Contractor if there is any Third Party Proprietary Information of which Company is aware that Company is prohibited or restricted from disclosing to Contractor, and advise Contractor of such third party so that Contractor may make appropriate arrangements with such third party. Company’s failure to disclose any Third Party Proprietary Information pursuant to this Section 3.8.4 shall not serve as the basis for a claim of any breach of a representation, warranty or other obligation of Company hereunder.
3.8.5 If this Agreement is terminated before the Closing, this Section 3.8 shall survive the termination of this Agreement for five (5) years. In addition, if this Agreement is terminated before the Closing, Contractor shall, within thirty (30) days after receipt of a written request from Company, return or destroy Company’s Proprietary Information in the possession or control of Contractor, any of its Affiliates or their respective Representatives, and Company shall, within thirty (30) days after receipt of a written request from Contractor, return or destroy Contractor’s Proprietary Information in the possession or control of Company, any of its Affiliates or their respective Representatives. Notwithstanding the foregoing, a recipient or another Party’s Proprietary Information shall not be required to return or destroy such other Party’s Proprietary Information to its employees, affiliates, subcontractors and agents to the extent such disclosure that it (a) is reasonably necessary for commingled with other electronic records that are collected and maintained in a separate secure facility as part of information technology backup procedures in accordance with the performance normal course of business; (b) is included in a Party’s disclosures to its obligations, or its Affiliate’s board of directors or similar governing body or the enforcement records of its rights, deliberations of such body in connection with the consideration of the authorization and approval of this Agreement and the transactions contemplated hereby; (c) the recipient is required to retain such Proprietary Information under this Agreementapplicable Law; or (d) the recipient is a legal or other professional advisor to a Party with professional responsibilities to maintain client confidences; provided, however, that such party will cause such employees, affiliates, subcontractors or agents to comply with these confidentiality provisions. Neither party will (i) make any use or copies of the retained Proprietary Information of the other except as contemplated by this Agreement; or (ii) acquire any right in or assert any lien against the Proprietary Information of the other; or (iii) sell, assign, lease or otherwise commercially exploit the Proprietary Information of the other party. Neither party may withhold the Proprietary Information of the other party or refuse for any reason (including due shall remain subject to the other party’s actual or alleged breach provisions of this Agreement) to promptly return to the other party its Proprietary Information (including copies thereof) if requested to do so. Upon expiration or termination of this Agreement and completion of a party’s obligations under this Agreement, each Party will, at the request of the other party, (and except as otherwise provided in this Agreement) return or destroy, as the other party may direct, all documentation in any medium that contains or refers to the other party’s Proprietary Information, and retain no copies. This Section III.a will not apply to any particular information that either party can demonstrate3.8.
Appears in 1 contract
Samples: Decommissioning Services Agreement (Progress Energy Inc)
Protection of Proprietary Information. “a. The parties anticipate that it may be necessary for either party to transfer to the other information of a proprietary nature in connection with performance under this Agreement. All such information shall be so designated in writing on each page or sheet or by appropriate stamp or legend by the party to qualify as proprietary.
b. Each of the parties agrees that it will use the same reasonable efforts to protect the other party's proprietary information as are used to protect its own proprietary information.
c. Proprietary Information” means a disclosing party’s ( including DirectTrustinformation shall be used only in preparation and submission and performance of this Agreement. However, the Mentor may, without liability, disclose to the SBA information received from the Protégé that is necessary for the evaluation, discussion or negotiation of the Agreement. If any Participantsuch information is market proprietary, such marking will be retained on any disclosed information.
d. The Mentor assumes no responsibility for release of proprietary information by the U.S. Government to the general public pursuant to the Freedom of Information Act or any Participant’s CA similar statute or RA) business operations, financial condition, customers, products, services, technical knowledge, information, materials, processes, ideas, and techniques (whether or not reduced to writing) (i) which regulation.
e. A party's obligations regarding the use of proprietary information are not generally known in applicable under the relevant industry; (ii) which afford possessors of following conditions: If prior to the information a commercial advantage over others; (iii) which are considered trade secrets under Applicable Law; and/or (iv) which, if utilized or disclosed by a party receiving such information, would place the party disclosing such information at a competitive disadvantage. Except as necessary for a party to perform its obligations receipt thereof under this Agreement, as permitted under a written consent of a disclosing partythe information has been developed independently by the party receiving it by persons not having access to the information, or was lawfully known to the party receiving it as required under Applicable Lawdemonstrated by written records, a party will not use or disclose Proprietary Information has been lawfully received from DirectTrustother sources, any Participantincluding the SBA, or any Participant’s CA or RA. Each party’s Proprietary Information will remain the confidential information of that party except as otherwise expressly provided in this Agreement. Each of the parties will use at least the same degree of care to safeguard and to prevent disclosing to third parties the Proprietary Information of the such other as source did not receive it employs to avoid unauthorized disclosure or publication of its own information of a similar nature, and in any event, no less than reasonable care. Each party may disclose relevant aspects of the other party’s Proprietary Information to its employees, affiliates, subcontractors and agents to the extent such disclosure is reasonably necessary for the performance of its obligations, or the enforcement of its rights, under this Agreement; provided, however, that such party will cause such employees, affiliates, subcontractors or agents to comply with these confidentiality provisions. Neither party will (i) make any use or copies of the Proprietary Information of the other except as contemplated by this Agreement; or (ii) acquire any right in or assert any lien against the Proprietary Information of the other; or (iii) sell, assign, lease or otherwise commercially exploit the Proprietary Information of the other party. Neither party may withhold the Proprietary Information of the other party or refuse for any reason (including due to the other party’s actual or alleged a breach of this Agreement; If. subsequent to the receipt thereof under this Agreement, (a) the information is published by the party furnishing it or is disclosed by the party furnishing it to others, including the customer, without restriction, (b) the information has been lawfully obtained by the party receiving it from other sources, including the SBA, provided such other source did not receive it due to a breach of this Agreement, or (c) such information otherwise comes within the public knowledge or becomes generally known to the public without fault of the recipient.
f. Proprietary information furnished hereunder shall remain the property of the furnishing party and shall be returned to it promptly return upon request. Neither this Agreement nor the furnishing of any information hereunder by either party to the other party its Proprietary Information shall be construed as granting any license under or right in any invention, patent, trade secret, trademark, copyright, data or information of the disclosing party.
g. Notwithstanding the expiration of other portions of this Agreement, the obligations of the parties under this paragraph shall continue for a period of two (including copies thereof2) if requested to do so. Upon expiration or years from the termination of this Agreement and completion of a party’s obligations under this Agreementor disclosure, each Party will, at the request of the other party, (and except as otherwise provided in this Agreement) return or destroy, as the other party may direct, all documentation in any medium that contains or refers to the other party’s Proprietary Information, and retain no copies. This Section III.a will not apply to any particular information that either party can demonstratewhichever is earlier.
Appears in 1 contract
Protection of Proprietary Information. “In order to protect the rights of SAP and its licensors and Licensee in their respective Proprietary Information” means a disclosing party’s ( including DirectTrust, any Participant, or any Participant’s CA or RA) business operations, financial condition, customers, products, services, technical knowledge, information, materials, processes, ideas, SAP and techniques (whether or not reduced Licensee agree to writing) (i) which are not generally known in take all reasonable steps and the relevant industry; (ii) which afford possessors of same protective precautions to protect the information a commercial advantage over others; (iii) which are considered trade secrets under Applicable Law; and/or (iv) which, if utilized or disclosed by a party receiving such information, would place the party disclosing such information at a competitive disadvantage. Except as necessary for a party to perform its obligations under this Agreement, as permitted under a written consent of a disclosing party, or as required under Applicable Law, a party will not use or disclose Proprietary Information received from DirectTrust, any Participant, or any Participant’s CA or RA. Each party’s Proprietary Information will remain the confidential information of that party except as otherwise expressly provided in this Agreement. Each of the parties will use at least the same degree of care to safeguard and to prevent disclosing disclosure to third parties the Proprietary Information of the other as it employs to avoid unauthorized disclosure or publication of with its own information of a similar natureproprietary and confidential information. Neither party shall, and in any event, no less than reasonable care. Each party may disclose relevant aspects of without the other party’s Proprietary Information to its employees's prior written consent, affiliatesdisclose, subcontractors and agents to the extent such disclosure is reasonably necessary for the performance of its obligationsprovide, or the enforcement of its rights, under this Agreement; provided, however, that such party will cause such employees, affiliates, subcontractors or agents to comply with these confidentiality provisions. Neither party will (i) make available any use or copies of the Proprietary Information of the other party in any form to any person, except as contemplated by this Agreement; to its bona fide employees, officers, directors, consultants, service providers or (ii) acquire third parties whose access is necessary to enable such party to exercise its rights hereunder. Each party agrees that prior to disclosing any right in or assert any lien against the Proprietary Information of the other; or (iii) sell, assign, lease or otherwise commercially exploit the Proprietary Information of the other party. Neither party may withhold the Proprietary Information of the other party or refuse for to any reason (including due third party, it will obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section 6 with respect to the other party’s actual Proprietary Information and naming SAP or alleged breach Licensee, as the case may be, as a third party beneficiary. To the extent any Proprietary Information is required to be disclosed pursuant to a requirement of this Agreement) to a government agency, a court exercising proper jurisdiction, or by operation of law, rule, or regulation the disclosing party may make such disclosure provided that the disclosing party will promptly return to notify the other party its Proprietary Information (including copies thereof) if requested in writing prior to do somaking any such disclosure in order to facilitate the non-disclosing party seeking a protective order or other appropriate remedy from the proper authority. Upon expiration or termination of this Agreement and completion of a party’s obligations under this Agreement, each Party will, at the request of the other party, (and except as otherwise provided in this Agreement) return or destroy, as The disclosing party agrees to cooperate with the other party may direct, all documentation in any medium seeking such order or other remedy. The disclosing party further agrees that contains or refers to if the other party’s party is not successful in precluding the requesting legal body from requiring the disclosure of the Proprietary Information, it will furnish only that portion of the Proprietary Information which is, in the opinion of its counsel, required and retain no copies. This Section III.a will not apply exercise all reasonable efforts to any particular information obtain reliable assurances that either party can demonstrateconfidential treatment will be accorded the Proprietary Information.
Appears in 1 contract
Samples: Software End User License Agreement (Safety Kleen Corp/)
Protection of Proprietary Information. “Proprietary Information” means a disclosing party’s ( including DirectTrustExcept as provided herein, any ParticipantLicensee shall not copy, translate, disassemble, or any Participant’s CA decompile, nor create or RA) business operationsattempt to create, financial conditionby reverse engineering or otherwise, customers, products, services, technical knowledge, information, materials, processes, ideas, and techniques (whether or not reduced to writing) (i) which are not generally known in the relevant industry; (ii) which afford possessors source code from the object code of the information a commercial advantage over others; (iii) which are considered trade secrets under Applicable Law; and/or (iv) which, if utilized or disclosed by a party receiving such information, would place the party disclosing such information at a competitive disadvantageSoftware. Except as necessary for a party the rights set forth below, Licensee is not permitted to perform its obligations under this Agreement, as permitted under a written consent of a disclosing party, or as required under Applicable Law, a party will not use or disclose Proprietary Information received from DirectTrust, any Participant, or any Participant’s CA or RA. Each party’s Proprietary Information will remain the confidential information of that party except as otherwise expressly provided in this Agreement. Each make derivative works of the parties will use at least Software and ownership of any unauthorized derivative works shall vest in SAP. SAP and Licensee agree to take all reasonable steps and the same degree of care protective precautions to safeguard and to prevent disclosing to third parties protect the Proprietary Information of the other party hereto from disclosure to third parties as it employs to avoid unauthorized disclosure or publication of with its own information of a similar natureproprietary and confidential information, and in any event, no less than reasonable care. Each each party may disclose relevant aspects of will use the other party’s Proprietary Information to its employees, affiliates, subcontractors and agents to the extent such disclosure is solely as reasonably necessary for the performance of its obligations, or the enforcement of its rights, under this Agreement; provided, however, that such party to perform its obligations and exercise its rights as contemplated hereunder. The receiving party will cause take commercially reasonable measures to avoid disclosure, dissemination or unauthorized use of the disclosing party’s Proprietary Information. The parties acknowledge that the disclosing party’s Proprietary Information may constitute material non-public information under U.S. securities laws and regulations, and each party agrees that it will not transact in securities of the other party based on any such employees, affiliates, subcontractors or agents to comply with these confidentiality provisionsProprietary Information in violation of any applicable securities laws. Neither party will (i) make shall, without the other party’s prior written consent, disclose any use or copies of the Proprietary Information of the other party to any person, except as contemplated by this Agreement; to its bona fide employees, officers, directors, or (ii) acquire third parties whose access is necessary to enable such party to exercise its rights or fulfill its obligations hereunder. Each party agrees that prior to disclosing any right in or assert any lien against the Proprietary Information of the other; or (iii) sell, assign, lease or otherwise commercially exploit the Proprietary Information of the other party. Neither party may withhold the Proprietary Information of the other party or refuse for to any reason (including due third party, it will obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section 6 with respect to the other party’s actual or alleged breach Proprietary Information. The receiving party may disclose Proprietary Information of this Agreement) to promptly return to the other party its as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law (e.g., disclosure obligations to any securities regulatory agency or stock agency), provided that the receiving party (i) gives the disclosing party reasonable written notice to allow the disclosing party to seek a protective order or other appropriate remedy (except to the extent that the receiving party’s compliance with the foregoing would cause it to violate a court order or other legal requirement), (ii) discloses only such information as is required by the governmental entity or otherwise required by Law, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Proprietary Information (including copies thereof) if requested to do so. Upon expiration or termination of this Agreement and completion of a party’s obligations under this Agreement, each Party will, at the request of the other party, (and except as otherwise provided in this Agreement) return or destroy, as the other party may direct, all documentation in any medium that contains or refers to the other party’s Proprietary Information, and retain no copies. This Section III.a will not apply to any particular information that either party can demonstrateso disclosed.
Appears in 1 contract
Samples: Software License Agreement (Pacer International Inc)
Protection of Proprietary Information. “Proprietary Information” means a disclosing party’s ( including DirectTrust, any Participant, or any Participant’s CA or RAFrom and after the Closing Date: (a) business operations, financial condition, customers, products, services, technical knowledge, information, materials, processes, ideasContractor shall use and disclose, and techniques shall cause its Affiliates and their respective Representatives to use and disclose, Company’s Proprietary Information only to the extent necessary to consummate the transactions contemplated by, and perform their obligations under, this Agreement and the Ancillary Agreements; and (whether b) Company shall use and disclose, and shall cause its Affiliates and its Representatives to use and disclose, Contractor’s Proprietary Information only to the extent necessary to consummate the transactions contemplated by, and perform its obligations under, this Agreement and the Ancillary Agreements. Any disclosure to Affiliates or not reduced to writing) (i) which Representatives of a Party shall only be made after such Affiliates and Representatives are not generally known in the relevant industry; (ii) which afford possessors advised of the information confidentiality obligations hereunder and required by the disclosing Party to comply, and the disclosing Party shall be responsible for any violations of the obligations of this Section 12.2 by any such Affiliates or Representatives. Any disclosure to third parties other than a commercial advantage over others; (iii) which Party’s Affiliates or Representatives by either Company or Contractor shall only be made subject to confidentiality agreements with such third parties that are considered trade secrets under Applicable Law; and/or (iv) whichat least as stringent as the requirements of this Section 12.2.
12.2.1 Notwithstanding anything to the contrary in Section 12.2, if utilized Contractor may reveal or disclosed by a party receiving disclose Proprietary Information to such information, would place Persons with whom Contractor expects may act as potential suppliers or subcontractors to Contractor in connection with the party disclosing such information at a competitive disadvantage. Except as performance of the Decommissioning and its other obligations hereunder to the extent necessary for a party to perform its or appropriate in connection with the performance of Contractor’s obligations under this Agreement, in each case so long as permitted under each such Person has entered into a confidentiality agreement with Contractor with at least equivalent terms with respect to maintaining the confidentiality of Proprietary Information.
12.2.2 Upon Contractor’s or Company’s (as the case may be) prior written consent approval (which approval shall not be unreasonably withheld, delayed or conditioned), Company or Contractor (as the case may be) may provide Proprietary Information of a disclosing partyany other Party to the NRC or any other Governmental Authority having jurisdiction over the NRC-Licensed Site or any portion thereof, as may be necessary in connection with the Decommissioning or as required under Applicable the Permits. The disclosing Party shall reasonably seek confidential treatment for the Proprietary Information provided to any such Governmental Authority and shall notify the other Party whose Proprietary Information is to be disclosed, as far in advance as reasonably practical, of its intention to release to any Governmental Authority any such Proprietary Information. In the event that disclosure of Proprietary Information is required by order of a court or other Governmental Authority or by subpoena or other similar legal process, the Party subject to such order, subpoena or other legal process shall, to the extent permitted by Law, notify the other Party whose Proprietary Information is to be disclosed and the Parties shall consult and cooperate in seeking a party will not use protective order or other relief to preserve the confidentiality of Proprietary Information.
12.2.3 Company or Contractor (as the case may be) may, without the prior consent of the other Party, disclose Proprietary Information received of any other Party as may be necessary to comply generally with any applicable Laws or with the rules of any applicable stock exchange. The disclosing Party shall notify the other Party whose Proprietary Information is to be disclosed, as far in advance as reasonably practical, of its intention to release to any third party any such Proprietary Information.
12.2.4 Notwithstanding anything to the contrary in the foregoing, nothing in this Section 12.2 authorizes or permits Contractor to disclose any Third Party Proprietary Information that Contractor obtains as part of the Company Proprietary Information to any other Person. Contractor acknowledges and agrees that to the extent Company is prohibited or restricted by any non-disclosure or confidentiality obligation to any third party from DirectTrustdisclosing any Third Party Proprietary Information to Contractor, Company shall have the right to not disclose such Third Party Proprietary Information to Contractor until Contractor has reached agreement with such third party and such third party has notified Company in writing that Company may disclose such Third Party Proprietary Information to Contractor. Company shall notify Contractor if there is any ParticipantThird Party Proprietary Information of which Company is aware that Company is prohibited or restricted from disclosing to Contractor, and advise Contractor of such third party so that Contractor may make appropriate arrangements with such third party. Company’s failure to disclose any Third Party Proprietary Information pursuant to this Section 12.2.4 shall not serve as the basis for a claim of any breach of any obligation of Company hereunder.
12.2.5 If this Agreement is terminated before the End-State Conditions have been achieved, this Section 12.2 shall survive the termination of this Agreement for five (5) years. In addition, if this Agreement is terminated before the End-State Conditions have been achieved, Contractor shall, within thirty (30) days after receipt of a written request from Company, return or any Participant’s CA or RA. Each partydestroy Company’s Proprietary Information will remain in the confidential information possession or control of that party except as otherwise expressly provided in this Agreement. Each Contractor, any of the parties will use at least the same degree its Affiliates or their respective Representatives, and Company shall, within thirty (30) days after receipt of care to safeguard and to prevent disclosing to third parties the a written request from Contractor, return or destroy Contractor’s Proprietary Information in the possession or control of the other as it employs to avoid unauthorized disclosure or publication Company, any of its own information of Affiliates or their respective Representatives. Notwithstanding the foregoing, a similar nature, and in any event, no less than reasonable care. Each party may disclose relevant aspects of the recipient or another Party’s Proprietary Information shall not be required to return or destroy such other partyParty’s Proprietary Information to its employees, affiliates, subcontractors and agents to the extent such disclosure that it (a) is reasonably necessary for commingled with other electronic records that are collected and maintained in a separate secure facility as part of information technology backup procedures in accordance with the performance normal course of business; (b) is included in a Party’s disclosures to its obligations, or its Affiliate’s board of directors or similar governing body or the enforcement records of its rights, under deliberations of such body in connection with the consideration of the authorization and approval of this AgreementAgreement and the transactions contemplated hereby; or (c) the recipient is a legal or other professional advisor to a Party with professional responsibilities to maintain client confidences; provided, however, that such party will cause such employees, affiliates, subcontractors or agents to comply with these confidentiality provisions. Neither party will (i) make any use or copies of the retained Proprietary Information of the other except as contemplated by this Agreement; or (ii) acquire any right in or assert any lien against the Proprietary Information of the other; or (iii) sell, assign, lease or otherwise commercially exploit the Proprietary Information of the other party. Neither party may withhold the Proprietary Information of the other party or refuse for any reason (including due shall remain subject to the other party’s actual or alleged breach provisions of this Agreement) to promptly return to the other party its Proprietary Information (including copies thereof) if requested to do so. Upon expiration or termination of this Agreement and completion of a party’s obligations under this Agreement, each Party will, at the request of the other party, (and except as otherwise provided in this Agreement) return or destroy, as the other party may direct, all documentation in any medium that contains or refers to the other party’s Proprietary Information, and retain no copies. This Section III.a will not apply to any particular information that either party can demonstrateArticle 12.
Appears in 1 contract
Samples: Decommissioning Services Agreement (Progress Energy Inc)
