Restrictions on Disclosure. The Servicer agrees that it shall not, prior to the termination or expiration of this Agreement or within three (3) years after such termination or expiration, disclose to any Person any confidential or proprietary information, whether of a technical, financial, commercial or other nature, received directly or indirectly from WEST or any Subsidiary regarding the business of WEST and the Subsidiaries or the Engine Assets, except as authorized in writing by WEST, and except:
(a) to representatives of the Servicer and any of its Affiliates in furtherance of the purpose of this Agreement provided that any such representatives shall have agreed to be bound by the restrictions on disclosure set forth in this Section 13.09;
(b) to the extent required by Applicable Law or by judicial or administrative process, but in the event of proposed disclosure, the Servicer shall seek the assistance of WEST to protect information in which WEST has an interest to the maximum extent achievable;
(c) to the extent that the information:
(i) was generally available in the public domain;
(ii) was lawfully obtained from a source under no obligation of confidentiality, directly or indirectly, to WEST or any Subsidiary;
(iii) was disclosed to the general public with the approval of WEST or any Subsidiary;
(iv) was in the files, records or knowledge of the Servicer or any of the Servicer’s Affiliates prior to initial disclosure thereof to the Servicer or any of the Servicer’s Affiliates by WEST or any Subsidiary;
(v) was provided by WEST or any Subsidiary to the Servicer or any of the Servicer’s Affiliates without any express written (or, to the extent such information was provided in an oral communication, oral) restriction on use of or access to such information, and such information would not reasonably be expected to be confidential, proprietary or otherwise privileged; or
(vi) was developed independently by the Servicer or any of the Servicer’s Affiliates; and
(d) is reasonably deemed necessary by the Servicer to protect and enforce its rights and remedies under this Agreement; provided, however, that in such an event the Servicer shall act in a manner reasonably designed to prevent disclosure of such confidential information; and provided, further, that prior to disclosure of such information, the Servicer shall inform WEST and the Subsidiaries of such disclosure.
Restrictions on Disclosure i) During the period of employment with Employer and thereafter, Executive shall not disclose Confidential Information to any third parties other than Employer, its employees, agents, consultants, contractors and designees without the prior written permission of Employer, or use Confidential Information for any purpose other than the conduct of Employer's business.
ii) The restrictions on disclosure and use set forth herein shall not apply to any Confidential Information which:
A. At the time of disclosure to Executive by Employer is generally available to the public or thereafter becomes generally known to the public, through no fault of Executive;
B. Was known by Executive prior to his employment with Employer;
C. Executive at any time receives from a third party not under any obligation of secrecy or confidentiality to Employer;
D. Employer discloses to a third party not under any obligation of secrecy or confidentiality to it; and
E. Executive is requested or required to disclose pursuant to a subpoena or order of a court or other governmental agency, in which case Executive shall notify Employer as far in advance of disclosure as is practicable.
Restrictions on Disclosure. The Contractor shall not by contract or written policy or written procedure prohibit or restrict any health care provider from the following:
a) disclosing to any subscriber, Enrollee, patient, designated representative or, where appropriate, prospective Enrollee any information that such provider deems appropriate regarding:
i) a condition or a course of treatment with such subscriber, Enrollee, patient, designated representative or prospective Enrollee, including the availability of other therapies, consultations, or tests; or
ii) The provisions, terms, or requirements of the Contractor's products as they relate to the Enrollee, where applicable.
b) filing a complaint, making a report or comment to an appropriate governmental body regarding the policies or practices of the Contractor when they believe that the policies or practices negatively impact upon the quality of, or access to, patient care.
c) advocating to the Contractor on behalf of the Enrollee for approval or coverage of a particular treatment or for the provision of health care services.
Restrictions on Disclosure. During the period of employment with Employer and thereafter, Executive shall not disclose Confidential Information to any third parties other than Employer, its employees, agents, consultants, contractors and designees without the prior written permission of Employer, or use Confidential Information for any purpose other than the conduct of Employer's business. The restrictions on disclosure and use set forth herein shall not apply to any Confidential Information which: At the time of disclosure to Executive by Employer is generally available to the public or thereafter becomes generally known to the public, through no fault of Executive; Was known by Executive prior to his employment with Employer; Executive at any time receives from a third party not under any obligation of secrecy or confidentiality to Employer; Employer discloses to a third party not under any obligation of secrecy or confidentiality to it; and Executive is requested or required to disclose pursuant to a subpoena or order of a court or other governmental agency, in which case Executive shall notify Employer as far in advance of disclosure as is practicable.
Restrictions on Disclosure. A person (other than a Director) shall not disclose any Confidential Information except, to the extent not prohibited by Law:
(a) in the case of a Shareholder or holder of Upstream Securities, where permitted under clauses 7.3, 7.4, 7.5 or 7.6; or
(b) in any other case, where permitted under clauses 7.4, 7.5 or 7.8.
Restrictions on Disclosure. Without Discloser’s prior written consent, Recipient shall not:
(a) Disclose to any third party the fact that Discloser has provided any Confidential Information to Recipient;
(b) Disclose to any third party the Confidential Information or any portion thereof; or
(c) Use Confidential Information for any purpose other than that stated in the paragraphs above, including without limitation decompiling, disassembling or reverse engineering any software that constitutes Confidential Information.
(d) Recipient shall only disclose Confidential Information to those of its and its Affiliates’ employees, accountants and attorneys who need to know such information in order to perform Recipient’s obligations in connection with the Transaction (collectively, “Representatives”), or any other party with Discloser’s prior written consent. Before disclosure to any of the above parties, Recipient will have a written agreement in place sufficient to require that party to treat Confidential Information in accordance with this Agreement. Recipient will remain responsible for such parties’ compliance with this Agreement. Recipient specifically agrees that it will not use any non-public personal information about Discloser’s customers in any manner prohibited by Title V of the Xxxxx-Xxxxx-Xxxxxx Act. The foregoing obligations shall not apply to any Confidential Information that Recipient can demonstrate: (i) is or becomes publicly available without breach of this Agreement; (ii) Recipient rightly receives without obligation of confidentiality from a third party; or (iii) Recipient develops independently without reference to Confidential Information.
Restrictions on Disclosure. During the Term of Employment and thereafter, Executive shall not disclose Confidential Information to any third parties other than Employer, its employees, agents, consultants, contractors and designees without the prior written permission of Employer, or use Confidential Information for any purpose other than the conduct of Employer's business.
Restrictions on Disclosure. You may not provide, disclose or in any other way make available to others, including but not limited to your affiliates, subsidiaries or divisions (unless You have licensed the Licensed Materials in such a way as to permit such use or in connection with a permitted Temporary Use), or any third parties, any of the Licensed Materials without the prior written permission of Altium; provided, however, that You may provide device programming files, namely bit-stream files or PROM files, to third persons without such prior approval solely for use in the manufacturing of Licensed User Products. In the event that You hire or engage any contractor to assist You in connection with the installation, implementation or other use of the Licensed Materials, You shall first determine that said contractor is not employed or engaged by any direct competitor of Altium, and in the event such contractor is so employed or engaged, You shall in no event give such person access to the Licensed Materials; in the event such contractor is not employed by or engaged by a direct competitor of Altium, You shall ensure that such contractor has entered into an appropriate confidentiality agreement that protects the Licensed Materials in a manner consistent with the confidentiality and other provisions in this XXXX.
Restrictions on Disclosure. The Receiving Party shall maintain in confidence the Confidential Information so received and will not use such information, except to the extent permitted under this Agreement, to the detriment of the Disclosing Party, until such time as the Confidential Information so received enters the public domain other than by the act or omission of the Receiving Party. A Receiving Party shall limit disclosure of the Disclosing Party’s Confidential Information to those of its employees, subcontractors, attorneys, agents and consultants with a need to know the Confidential Information, subject to a nondisclosure obligation comparable in scope to this Section 21. Each Party shall protect the other Party’s Confidential Information using the same degree of care (but no less than a reasonable degree of care) that it uses to protect its own Confidential Information. The obligations imposed by this Section 21 shall be unlimited in duration; provided, however, that such obligations shall not apply to any Confidential Information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) is developed independently by the Receiving Party prior to the date of disclosure; (iii) is rightfully obtained by the Receiving Party from a Third Party entitled to disclose the information without confidentiality restrictions or (iv) the disclosure of which is required by Applicable Law, regulation, a court or other Governmental Authority; provided, further, that for disclosure made pursuant to clause (iv), the Receiving Party shall promptly notify the Disclosing Party of the disclosure requirement prior to disclosure and cooperate with the Disclosing Party (at the latter’s expense and at its request) to resist or limit the disclosure.
Restrictions on Disclosure. The Business Associate shall comply with any restrictions on disclosures of PHI about which Business Associate is notified by Covered Entity.
