Safeguarding of Confidential Information. You will keep secret all confidential matters of the Company, including without limitation, the terms and provisions of this Agreement and any payments or benefits you receive pursuant to this Agreement in connection with a termination of employment, and will not use for your own benefit or intentionally disclose such matters to anyone outside of the Company, either during or after the Term of Employment, except with the Company’s written consent, provided that (i) you will have no such obligation to the extent such matters are or become publicly known other than as a result of your breach of your obligations hereunder; (ii) you may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such matters to the extent required by applicable laws or governmental regulations or judicial or regulatory process; and (iii) you may disclose the terms of this Agreement to your spouse or life partner, attorney, accountant, and/or financial advisor, provided that such persons also agree to maintain such confidentiality. Nothing in this provision prohibits you from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. You do not need the Company’s prior authorization to make any such reports or disclosures, and you are not required to notify the Company that you have made such reports or disclosures. The rights set forth herein are in addition to all rights the Company may have under the common law or applicable statutory laws relating to the protection of trade secrets;
Safeguarding of Confidential Information. You will keep secret all confidential matters of the Company, including without limitation, the terms and provisions of this Agreement, and will not use for your own benefit or intentionally disclose such matters to anyone outside of the Company, either during or after the Term of Employment, except with the Company’s written consent, provided that (i) you will have no such obligation to the extent such matters are or become publicly known other than as a result of your breach of your obligations hereunder; (ii) you may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such matters to the extent required by applicable laws or governmental regulations or judicial or regulatory process; and (iii) you may disclose the terms of this Agreement to your spouse or life partner, attorney, accountant, and/or financial advisor, provided that such persons also agree to maintain such confidentiality. The rights set forth herein are in addition to all rights the Company may have under the common law or applicable statutory laws relating to the protection of trade secrets;
Safeguarding of Confidential Information. Confidential and privileged district information shall be safeguarded by FUSD and Contractor pursuant to all applicable federal, state, and local laws, rules and regulations. The use or disclosure of any information concerning any Client served is prohibited and directly limited to the performance under the terms of this Contract. Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client's prior written permission except to the extent necessary to perform services on Contractor's behalf. Proprietary or confidential information includes written, printed, graphic or electronically recorded materials furnished by Client for Contractor to use; District plans, personnel issues or operating procedures. Contractor shall not be restricted in using any material, which is publicly available, already in Contractor’s possession, or known to Contractor without restriction, or which is rightfully obtained by Contractor from sources other than Client. Upon termination of Contractor's services to Client, or at Client's request, Contractor shall deliver to Client all materials in Contractor's possession relating to Client's business.
Safeguarding of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party will for three (3) years following the expiration or termination of this Agreement: (a) except as may be permitted by and subject to its compliance with this Section, not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 6; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; and (b) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care. Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations under this Section 5 with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.
Safeguarding of Confidential Information. In furtherance of the Receiving Party’s obligations under Section 6.1, the Receiving Party shall protect the Disclosing Party’s Confidential Information to the same extent it protects its own confidential information of like kind and sensitivity. Without limiting the generality of this Section 6.2, the Receiving Party shall disclose any of the Disclosing Party’s Confidential Information only to those of its officers, employees, licensees, sublicensees, consultants, and attorneys that have a need to know the Disclosing Party’s Confidential Information, in order for the Receiving Party to exercise its rights and perform its obligations under this Agreement, and only if such officers, employees, licensees, sublicensees, consultants, attorneys and financial advisors have executed appropriate non-disclosure agreements containing substantially similar terms regarding confidentiality as those set out in this Agreement or are otherwise bound by obligations of confidentiality effectively prohibiting the unauthorized use or disclosure of the Disclosing Party’s Confidential Information. The Receiving Party shall promptly furnish the Disclosing Party with written notice of any known unauthorized use or disclosure of any of the Disclosing Party’s Confidential Information by any officer, employee, licensee, sublicensees, consultants, attorneys or financial advisors of the Receiving Party, and shall take all actions that the Disclosing Party reasonably requests in order to prevent any further unauthorized use or disclosure of the Disclosing Party’s Confidential Information.
Safeguarding of Confidential Information. You will keep secret all confidential matters of the Company , including without limitation, the terms and provisions of this Agreement, and will not use for your own benefit or intentionally disclose such matters to anyone outside of the Company, either during or after the term of employment, except with the Company’s written consent, provided that (i) you will have no such obligation to the extent such matters are or become publicly known other than as a result of your breach of your obligations hereunder; (ii) you may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such matters to the extent required by applicable laws or governmental regulations or judicial or regulatory process; and (iii) you may disclose the terms of this Agreement to your spouse or life partner, attorney, accountant, and/or financial advisor, provided that such persons also agree to maintain such confidentiality. The rights set forth herein are in addition to all rights the Company may have under the common law or applicable statutory laws relating to the protection of trade secrets. For purposes of this Section 8.2, the Company shall be deemed to include Time Warner and its subsidiaries and affiliates and following the Spin-off, written consent relating to confidential information of Time Warner or its subsidiaries or affiliates may be given solely by Time Warner, which shall be a third-party beneficiary of this Agreement for purposes of this Section 8.2.
Safeguarding of Confidential Information. (This is sample language. Each Agency should ensure that language included in this clause reflects its own needs.)
a. Each Party shall not use or disclose Confidential Information in any manner that would constitute a violation of federal law or applicable provisions of Washington State law. Each Party agrees to comply with all federal and state laws and regulations, as currently enacted or revised, regarding data security and electronic data interchange of Confidential Information.
b. Each party shall protect Confidential Information collected, used, or acquired in connection with this Agreement, against unauthorized use, disclosure, modification or loss. Each party shall ensure their directors, officers, employees, subcontractors or agents use it solely for the purposes of accomplishing the services set forth in this Agreement. Each party and their Subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make it known to unauthorized persons without the express written consent of the other party or as otherwise authorized by law. Each party agrees to implement physical, electronic, and managerial policies, procedures, and safeguards to prevent unauthorized access, use, or disclosure. ____ shall make the Personal Information available to amend as directed by ____ and incorporate any amendments into all the copies maintained by ____ or their Subcontractors.
c. Each party shall notify the other party immediately after becoming aware of any unauthorized access, use or disclosure, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. Each party agrees to defend, protect and hold harmless the other party for any damages related to unauthorized use or disclosure by their officers, directors, employees, Subcontractors or agents.
d. Any breach of this clause may result in termination of the Agreement, suspension of on-line access accounts and the demand for return of all confidential information.
e. The agency who owns the data is responsible for informing the other agency what it considers confidential.
f. Public Disclosure
(1) Either party to this Agreement may designate certain Confidential Information as “Confidential Information/Notice Requested.” This designation shall be made by clearly stamping, watermarking, or otherwise marking each page of the Confidential Information.
(2) If a third party requestor seeks information that has been marked “Confidential Information/Notice Requested,” notice sh...
Safeguarding of Confidential Information. (i) Each of the Seller and the Buyer shall safeguard the other party's Confidential Information that is in its possession or control and shall use at least that same care and caution that it affords its own Confidential Information to protect the other party's Confidential Information from disclosure to third parties. Upon request, and upon the expiration or earlier termination of this Agreement, each of the Seller and the Buyer shall promptly return and cause the return to the other party of all materials in its possession or control that contain the other party's Confidential Information.
(ii) All employees of the Seller or the Buyer shall be obligated to assign, turnover and never use for any purpose, other than in connection with the employment of such Employee by such Seller or the Buyer, all inventions, knowhow, methods, formulations or other data used in or useful for the manufacture, use or sale of Gel. The respective Buyer and Seller shall be responsible for the enforcement thereof.
Safeguarding of Confidential Information. Broker and Brokerage agree that it: (i) will safeguard Confidential Information to the extent required by law and (ii) will not share, distribute or sell Confidential Information except as expressly authorized by Keystone and as permitted by law. To the extent that Broker or Brokerage places such Confidential Information in its own files or software, including websites and public material, and/or computer systems, Broker and Brokerage agree to have in place commercially reasonable security precautions, firewalls, encryption methods, password controls and audits to prevent unauthorized access to Confidential Information.
Safeguarding of Confidential Information. Each Party shall not use or disclose Confidential Information in any manner that would constitute a violation of federal law or applicable provisions of Washington State law. Each Party agrees to comply with all federal and state laws and regulations, as currently enacted or revised, regarding data security and electronic data interchange of Confidential Information. RCW 43.17.425 prevents Washington state agency funds from being used to cooperate or assist in the investigation or enforcement of federal registration, surveillance programs or any other law, rule, or policy that targets Washington residents solely on the basis of race, religion, immigration, or citizenship status, or national or ethnic origin. possible that data provided or derived from this Contract may be requested or required by an entity which is not a party to the Contract. If a third-party disclosure is requested or required, Contractor and its employees or agents shall take all steps necessary to ensure that the only data shared, transferred, or allowed to be accessed will be restricted to data allowed to be shared, as define
