Safeguarding of Confidential Information Sample Clauses
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 5; 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. 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, regarding data security and electronic data interchange of Confidential Information. Each party shall protect Confidential Information collected, used, or acquired in connection with this Contract, 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 Contract. Each party and its Subcontractors agree not to release, divulge, print, 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 (i.e. in response to a court order or subpoenas). Each party agrees to implement physical, electronic, and managerial policies, procedures, and safeguards to prevent unauthorized access, use, or disclosure. “USER” shall make the Personal Information available to amend as directed by XXX and incorporate any amendments into all the copies maintained by “USER“ or its Subcontractors. USER shall notify DOL immediately of becoming aware of any unauthorized access, use or disclosure. Any breach of this clause may result in termination of the Contract, suspension of on-line access accounts, and the demand for return of all confidential information.
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. Employee shall exercise the highest degree of care in safeguarding Confidential Information against loss, theft, or other inadvertent disclosure, and shall to take all steps necessary to maintain the confidentiality thereof.
Safeguarding of Confidential Information. The remote employee must acknowledge that the performance of job duties at home may require the handling of confidential information, and that continued compliance with all applicable College policies is an essential requirement in this arrangement. The employee must agree to protect all College information from improper disclosure to, or access by, other persons, including other members of the employee's household. The employee must agree to take appropriate steps to ensure the security of all work-related materials, data, and equipment during times he/she is not working. The employee must not disclose any College information to any individual unless such disclosure is required for the performance of the employee’s job duties or permit any College information to be accessed by any individual who is not authorized to do so for the purpose of participating in the work being performed. All proprietary information must be stored in a locked room, desk, or file cabinet when left unattended. Proprietary information must be disposed of following College guidelines or returned to IT for proper disposal or storage. All proprietary information must be returned to the College upon termination of employment. Failure to comply with these requirements will be a basis for terminating the Remote Work Agreement as well as initiating corrective action, up to and including termination of employment.