Responsibility for Confidentiality Sample Clauses

Responsibility for Confidentiality. Each party will be deemed solely responsible and liable for the actions of its employees, independent contractors, officers, and agents for maintaining the confidentiality commitments of this Article, but will be required in that regard only to exercise such care in maintaining the confidentiality of this Agreement as it normally exercises in preserving the confidentiality of its other commercially sensitive documents.
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Responsibility for Confidentiality. Each party acknowledges that any oral or written information exchanged by it in connection with this Agreement is confidential. Each party shall keep all such information confidential and shall not disclose any relevant information to any third party without the written consent of other parties, except for the following circumstances: (i) the public knows or will know such information (but it is not disclosed to the public by the party receiving the confidential information without authorization); (ii) information required to be disclosed by applicable laws or rules or regulations of any stock exchange; or (iii) information required to be disclosed by either party to its shareholders, directors, employees, legal or financial advisers regarding the transactions specified under this Agreement, and such shareholders, directors, employees, legal or financial advisers shall also be subject to confidentiality obligations similar to these terms. The disclosure of any party’s shareholder, director, employee or employing organization shall be deemed as the party’s disclosure and shall be liable for breach of contract in accordance with this Agreement.
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Responsibility for Confidentiality. The parties acknowledge and determine that any oral or written information relating to this Agreement, the contents of this Agreement, and exchanged for the preparation or performance of this Agreement is deemed to be confidential. All parties shall keep all such confidential information confidential and shall not disclose any confidential information to any third party without the prior written consent of the other party, except for the following information: (1) Any information that the public knows or will know(but not disclosed to the public by one of the recipients of the confidential information); (2) any information required to be disclosed in accordance with applicable laws and regulations, stock trading rules, or orders of government departments or courts; or (3) information to be disclosed by either party to its shareholders, investors, legal or financial advisers for the transactions described in this Agreement, and such shareholders, legal or financial advisers are also subject to confidentiality obligations similar to these terms. If the disclosure of a staff member or an employer of any party is deemed to be the disclosure of the party, it shall be liable for default in accordance with this Agreement. This Agreement shall remain in force, regardless of the termination of this Agreement for any reason.
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Responsibility for Confidentiality. 1. The BUYER and the VENDOR should not reveal any information about each other obtained through the agreed contract to a third party, or use such information for self or a third party, during and after the duration of the agreed contract. 2. Any documents provided by the BUYER or the VENDOR to each other should not be reproduced or transmitted without the other party's permission.
Sample 1
Responsibility for Confidentiality. The parties acknowledge that any oral or written information exchanged by either party in connection with this Agreement is confidential. Either Party shall keep all such information confidential and shall not disclose any such information to any third party without the written consent of the other Parties, except: (a) where such information is publicly known (but not disclosed to the public by one of the recipients of the information); (b) where such disclosure is required by applicable law or the rules or regulations of any stock exchange; or (c) where disclosure is required by either Party to its legal counsel or financial adviser in connection with a transaction under this Agreement and such legal counsel or financial adviser is subject to obligations of confidentiality similar to those in this Article. Any disclosure of any confidential information by a person or body employed by either party shall be deemed to be a disclosure of such confidential information by such party, and such party shall be liable for any breach of the Agreement. This Article shall continue in force notwithstanding the termination of this Agreement for any reason whatsoever.
Sample 1
Responsibility for Confidentiality. The Contractor must not disclose Confidential Information to a subcontractor unless and until such subcontractor has agreed in writing to protect the confidentiality of such Confidential Information in the manner required of the Contractor under this Agreement or a PSA.
Sample 1
Responsibility for Confidentiality. 1. Unless the law requires disclosure, each party should keep the content of this agreement and all non-public information provided by the other party under this agreement confidential. Such non-public information includes but is not limited to the relevant information provided by one party to the other party, all information related to technical secrets and trade secrets in the system, whether or not such information is designated as confidential. If one party breaches the confidentiality obligation, it shall compensate the other party for the corresponding losses suffered thereby (except as stipulated in the second paragraph of Article 10 of this contract). 2. Party B agrees that Party A may use or disclose all information and materials related to Party B under the following circumstances, and is willing to bear all the consequences arising therefrom: 1) For the following purposes, disclose and allow the use of this information to business outsourcing agencies, third-party service providers, other financial institutions, and other institutions or individuals deemed necessary by Party A (including but not limited to wholly-owned or controlled subsidiaries of Party A). Other information and materials: ● In order to carry out Party A's payment services or related to Party A's payment services (including but not limited to promoting Party A's payment business, improving Party A's payment products, etc.); ● Provide or may provide new products or services or provide further services to Party B; ● In order to better maintain and improve the experience of Party B or other customers; 2) Use or allow third parties to use such information and materials on a confidential basis for the purposes of business operations, management, statistics, analysis and risk control. 3. Party A is obliged to cooperate with the national judicial authorities and other competent authorities in the investigation and collection of evidence, and to provide contract and relevant transaction data at the request of judicial authorities or other competent authorities, and Party A shall not bear the responsibility under these circumstances. 4. Party A is obliged to keep the identity card information provided by Party B confidential, and shall not disclose part or all of its content to any third party. Otherwise, Party A shall refund all fees paid by Party B and bear all losses caused thereby. 5. The above confidentiality clauses will still be binding on both parties after the contract expires,...
Sample 1
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Related to Responsibility for Confidentiality

  • Investigation and Confidentiality (a) Prior to the Effective Time, each Party shall keep the other Party advised of all Material developments relevant to its business and to consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the business and properties of it and its Subsidiaries and of their respective financial and legal conditions as the other Party reasonably requests, provided that such investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. No investigation by a Party shall affect the representations and warranties of the other Party. (b) Each Party shall, and shall cause its advisers and agents to, maintain the confidentiality of all confidential information furnished to it by the other Party concerning its and its Subsidiaries' businesses, operations, and financial positions and shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other Party. (c) Each Party agrees to give the other Party notice as soon as practicable after any determination by it of any fact or occurrence relating to the other Party which it has discovered through the course of its investigation and which represents, or is reasonably likely to represent, either a Material breach of any representation, warranty, covenant, or agreement of the other Party or which has had or is reasonably likely to have a Material Adverse Effect on the other Party. (d) Neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client or similar privilege with respect to such information or contravene any Law, rule, regulation, Order, judgment, decree, fiduciary duty, or agreement entered into prior to the date of this Agreement. The Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply.

  • Information and Confidentiality 18.1 Each party recognises that under this Agreement it may receive Confidential Information belonging to the other. 18.2 Each party agrees to treat all Confidential Information belonging to the other as confidential and not to disclose such Confidential Information or any other confidential information relating to the GLA arising or coming to its attention during the currency of this Agreement to any third party without the prior written consent of the other party and agrees not to use such Confidential Information for any purpose other than that for which it is supplied under this Agreement. 18.3 The obligations of confidence referred to in this Condition 18 shall not apply to any Confidential Information which: 18.3.1 is in, or which comes into, the public domain otherwise than by reason of a breach of this Agreement or of any other duty of confidentiality relating to that information; 18.3.2 is obtained from a third party without that third party being under an obligation (express or implied) to keep the information confidential; 18.3.3 is lawfully in the possession of the other party before the date of this Agreement and in respect of which that party is not under an existing obligation of confidentiality; or 18.3.4 is independently developed without access to the Confidential Information of the other party. 18.4 Each party will be permitted to disclose Confidential Information to the extent that it is required to do so: 18.4.1 to enable the disclosing party to perform its obligations under this Agreement; or 18.4.2 by any applicable Law or by a court, arbitral or administrative tribunal in the course of proceedings before it including without limitation any requirement for disclosure under FOIA, EIR or the Code of Practice on Access to Government Information and the Grant Recipient acknowledges that any lists or schedules provided by it outlining Confidential Information are of indicative value only and the GLA may nevertheless be obliged to disclose such Confidential Information; or 18.4.3 by any Regulatory Body (including any investment exchange and the Regulator) acting in the course of proceedings before it or acting in the course of its duties; or 18.4.4 in order to give proper instructions to any professional adviser of that party who also has an obligation to keep any such Confidential Information confidential. 18.5 Each party shall ensure that all Confidential Information obtained by it under or in connection with this Agreement: 18.5.1 is given only to such of its employees, professional advisors or consultants engaged to advise it in connection with this Agreement as is strictly necessary for the performance of this Agreement and only to the extent necessary for the performance of this Agreement; 18.5.2 is treated as confidential and not disclosed (without the other party's prior written approval) or used by any such staff or professional advisors or consultants otherwise than for the purposes of this Agreement; 18.5.3 where it is considered necessary in the opinion of the other party, the relevant party shall ensure that such staff, professional advisors or consultants sign a confidentiality undertaking before commencing work in connection with this Agreement. 18.6 Nothing in this Condition 18 shall prevent the either party from: (a) the examination and certification of its accounts; or (b) any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which the GLA has used its resources; or

  • Cooperation; Confidentiality Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Fund. Subject to the foregoing, the Sub-Adviser shall treat as confidential all information pertaining to the Fund and actions of the Fund, the Manager and the Sub-Adviser, and the Manager shall treat as confidential and use only in connection with the Series all information furnished to the Fund or the Manager by the Sub-Adviser, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under applicable law, if generally available to the public through means other than by disclosure by the Sub-Adviser or the Manager, or if available from a source other than the Manager, Sub-Adviser or the Fund.

  • Responsibility for Content Vendor is solely responsible for administration, content, intellectual property rights, and all materials at Vendor’s website. DIR reserves the right to require a change of listed content if, in the opinion of DIR, it does not adequately represent the Contract.

  • Duty of Confidentiality a. All Confidential Information is considered highly sensitive and strictly confidential. The Employee agrees that at all times during the term of this Agreement and after the termination of employment with the Company for as long as such information remains non-public information, the Employee shall (i) hold in confidence and refrain from disclosing to any other party all Confidential Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such Confidential Information is provided, (ii) use the Confidential Information solely in connection with his or her employment with the Company and for no other purpose, (iii) take all reasonable precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent of the Company, (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees that protection of the Company’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Information. b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company with prompt notice of such request or order so that the Company may seek to prevent disclosure. c. Employee acknowledge(s) that this "Confidential Information" is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida Statutes.

  • Data Confidentiality All data, regardless of form, including originals, images and reproductions, prepared by, obtained by or transmitted to the Professional in connection with this Agreement is confidential, proprietary information owned by NBU. Except as specifically provided in this Agreement, the Professional shall not intentionally disclose data generated in the performance of the Services to any third party without the prior, written consent of NBU.

  • Maintenance of Confidentiality Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.

  • Term of Confidentiality The obligations of this Article 5 shall continue for a period of **** following the expiration or termination of this Agreement.

  • RECORD RETENTION AND CONFIDENTIALITY Ultimus shall keep and maintain on behalf of the Trust all books and records which the Trust and Ultimus is, or may be, required to keep and maintain pursuant to any applicable statutes, rules and regulations, including without limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating to the maintenance of books and records in connection with the services to be provided hereunder. Ultimus further agrees that all such books and records shall be the property of the Trust, and agrees to surrender the records of the Trust upon request, and to make such books and records available for inspection by the Trust or by the SEC at reasonable times and otherwise to keep confidential all books and records and other information relative to the Trust and its shareholders; except when requested to divulge such information by duly-constituted authorities or court process. If Ultimus is requested or required to disclose any confidential information supplied to it by the Trust, Ultimus shall, unless prohibited by law, promptly notify the Trust of such request(s) so that the Trust may seek an appropriate protective order. Nonpublic personal shareholder information shall remain the sole property of the Trust. Such information shall not be disclosed or used for any purpose except in connection with the performance of the duties and responsibilities described herein or as required or permitted by law. The provisions of this Section shall survive the termination of this Agreement. The parties agree to comply with any and all regulations promulgated by the SEC or other applicable laws regarding the confidentiality of shareholder information.

  • Responsibility For Use (a) The Company alone will be responsible for furnishing, or arranging for a third party to furnish, all data and information required by the Documentation and the specifications therein for the Licensed System to function and perform in accordance with the Documentation, other than the data and information residing in the Licensed System in connection with BNYM’s performance of the Core Services. BNYM shall have no liability or responsibility for any Loss caused in whole or in part by the Company’s or a Permitted User’s exercise of the Licensed Rights or use of the Licensed System or by data or information of any nature inputted into the Licensed System by or under the direction or authorization of Company or a Permitted User; provided, however, this Section 2.5 shall not relieve BNYM of its obligation to act in accordance with its obligations under the Main Agreement. Company shall be responsible and solely liable for the cost or expense of regenerating any output or other remedial action if the Company, a Permitted User or an agent of either shall have failed to transmit properly and in the correct format any data or information, shall have transmitted erroneous or incorrect information or data, or shall have failed to timely verify or reconcile any such data or information when it is generated by the Licensed System (“Data Faults”).

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