Provider Confidential Information. From and after the Effective Date, subject to Section 4.03, and except as contemplated by or otherwise provided for under this Agreement or the Separation Agreement, Recipient shall not, and shall cause the members of the Recipient Group and their respective Representatives to not, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than members of the Provider Group and its Representatives, or members of the Recipient Group and its Representatives, who reasonably need to know such information in connection with the receipt of Services under this Agreement and who are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, Provider will be responsible, or use or otherwise exploit for its own benefit or for the benefit of any third party (other than members of the Provider Group), any Provider Confidential Information (as defined below). If any disclosures are made by members of the Provider Group to members of the Recipient Group in connection with the provision of Services under this Agreement, then the Provider Confidential Information (as defined below) so disclosed shall be used by the Recipient Group only as required to receive the Services or, if applicable, to the extent permitted by the Separation Agreement. Recipient shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Provider Confidential Information by any member of the Recipient Group or its Representatives as it uses for its own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Agreement, any information, material or documents relating to the businesses currently or formerly conducted, or proposed to be conducted, by the Provider Group that is furnished to, or in possession of, any member of the Recipient Group, in each case in connection with the Services provided under this Agreement and irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by members of the Recipient Group, that contain, or otherwise reflect, such information, material or documents, is hereinafter referred to as “Provider Confidential Information,” and, together with the Recipient Confidential Information, “Confidential Information.” Provider Con...
Provider Confidential Information. Dental Cooperative shall protect all Confidential Information of the Provider and Dentist(s) that it learns or receives, directly or indirectly, in connection with the transactions or relationships contemplated herein, and shall not use the same for its own benefit or the benefit of others except as contemplated in this Agreement. Dental Cooperative shall not disclose any Confidential Information to anyone other than Provider and Dentist(s) except with the express written consent of Provider and Dentist(s). Notwithstanding the foregoing restrictions, Dental Cooperative may use and disclose any information to the extent required by applicable law or by an order of any court or other governmental authority, but only after Provider and Dentist(s) have been so notified and have had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure. Dental Cooperative may also, under agreement of confidentiality, disclose Confidential Information to its counsel, accountants, potential financing sources and others assisting them, to the extent necessary to obtain such assistance.
Provider Confidential Information. All Provider Confidential Information shall be deemed the sole property of Provider, shall be deemed confidential and proprietary to Provider, shall be used by the State or any of its representatives or agents for the purpose of performing its obligations under this Agreement, and shall not be published, transmitted, released or disclosed by the State or its employees, representatives, third-party service providers, replacement service providers, or agents to any other Person without the prior written consent of Provider.
Provider Confidential Information. Provider represents that its some or all of its product contains proprietary information and trade secrets of Provider. Accordingly, to the full extent permissible under applicable law and subject to the express terms of this provision, the County agrees to treat the identified product as confidential. In order to be treated as confidential, any material submitted to the County that Provider contends constitutes or contains trade secrets or is otherwise exempt from production under Florida public records laws (including Florida statutes Chapter 119 must be separately submitted and conspicuously labeled “EXEMPT FROM PUBLIC RECORD PRODUCT-TRADE SECRET”. In addition, Provider must, simultaneous with the submission of any trade secret material, provide a sworn affidavit from a person with personal knowledge attesting that the trade secret materials constitute trade secrets under Florida Statutes Section 812.081 and stating the factual basis for the same. In the event that a third party submits a request to the County for records designated by Provider as trade secret materials, the County shall refrain from disclosing the trade secret materials, unless otherwise ordered by a court of competent jurisdiction or authorized in writing by Provider. Provider shall indemnify and defend the County and its employees and agents from any and all claims, causes of action, losses, fines, penalties, damages, judgment and liabilities of any kind, including attorney’s fees, litigation expenses and court costs relating to the non- disclosure of the trade secret materials in response to a public records request by a third party. Notwithstanding anything in this Addendum or the Agreement, any action taken by the County in compliance with, or in a good faith attempt to comply with, the requirements of Chapter 119, shall not constitute a breach of the Agreement.
Provider Confidential Information. Client hereby acknowledges that Client may access or receive information hereunder relating to the Products and to Provider which is of a confidential and proprietary nature (“Provider Confidential Information”). Such Provider Confidential Information may include, but is not limited to, trade secrets, know how, invention techniques, processes, programs, schematics, Provider software source documents, data, financial information, and sales and marketing plans. Although copyrighted, the Products (including any updates) may be or are unpublished and contain proprietary information of Provider and its suppliers, and therefore shall be deemed to be Provider Confidential Information notwithstanding any failure to mark it so. Client shall at all times: (i) keep in trust and confidence all such Provider Confidential Information; (ii) protect the confidentiality of such Provider Confidential Information with the same degree of care which it uses to protect its own confidential information, provided, however, that it shall use at least reasonable care; and (iii) not use such Provider Confidential Information in any way for its own account or the account of any third party other than as authorized under this Agreement. Client shall also not disclose any such Provider Confidential Information without TTEC’s and Provider’s written consent. Client further agrees to immediately return to TTEC all Provider Confidential Information (including copies thereof) in Client’s possession, custody, or control upon termination of this Agreement at any time and for any reason. Client will indemnify TTEC and Provider for unauthorized disclosures of Provider Confidential Information by Client, its agents and representatives.
Provider Confidential Information. Any material submitted to County that Provider contends constitutes or contains trade secrets or is otherwise exempt from production under Florida public records laws (including Florida Statutes Chapter 119) ("Trade Secret Materials") must be separately submitted and conspicuously labeled "EXEMPT FROM PUBLIC RECORD PRODUCT – TRADE SECRET." In addition, Provider must, simultaneous with the submission of any Trade Secret Materials, provide a sworn affidavit from a person with personal knowledge attesting that the Trade Secret Materials constitute trade secrets under Florida Statutes Section 812.081 and stating the factual basis for same. In the event that a third party submits a request to County for records designated by Provider as Trade Secret Materials, County shall refrain from disclosing the Trade Secret Materials, unless otherwise ordered by a court of competent jurisdiction or authorized in writing by Provider. Provider shall indemnify and defend County and its employees and agents from any and all claims, causes of action, losses, fines, penalties, damages, judgments and liabilities of any kind, including attorneys' fees, litigation expenses, and court costs, relating to the non-disclosure of the Trade Secret Materials in response to a records request by a third party.
