Treatment of Confidential and Proprietary Information Sample Clauses

Treatment of Confidential and Proprietary Information. Subject to local, state and federal law, the City agrees that, without the prior written consent of SiFi, technical specifications, system design, pricing, as-builts, project schedules and project reports (“SiFi Confidential Information” or “SCI”), shall be kept confidential and shall not be disclosed to any individuals or entities other than the City’s authorized representatives, staff and consultants, in each case who have agreed to abide by the terms of this Section 4.1.1 with regard to such SiFi Confidential Information except as required by law. In the event the City is required by applicable law to disclose any of the SiFi Confidential Information, the City agrees to provide SiFi Networks with prompt notice of such requirement and the opportunity to challenge the requirement to disclose such SiFi Confidential Information at SiFi’s sole expense and, in the event such challenge is unsuccessful or does not occur within the limited timeframes provided by law, the City shall furnish only that portion of the SiFi Confidential Information which it is advised by opinion of the City Attorney that is legally required. SiFi will minimize any SiFi Confidential Information provided to City. All such SCI will be explicitly labeled as such in writing. Whenever possible, XxXx will retain and not leave with City such SCI where it is not absolutely necessary to do so in order to carry out the terms of this Agreement. City will not be liable to SiFi for any release of SCI which City is required to make, under the reasonable sole opinion of City’s legal counsel, pursuant to any federal, state, or local policy, rule, regulation, law, ordinance, or pursuant to a subpoena or other legal process.
Sample 1
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Treatment of Confidential and Proprietary Information. Subject to Applicable Law, the Parties agree that, without the prior written consent of each other Party, all information regarding the System, including, without limitation, plans, drawings, designs, conceptual renderings, cost information, specifications, photographs, reports, manuals, and other documents (“Confidential Information”), is proprietary and shall be kept confidential and shall not be disclosed to any Persons other than the Parties’ authorized representatives, accountants, consultants, auditors, attorneys and other agents or authorized representatives. Each Party agrees to assert applicable exemptions to any request for Confidential Information and to promptly notify each other Party if such Party receives a request relating to the other Party or the System or any Confidential Information. Notwithstanding the foregoing, this obligation shall not apply to information that: (a) is already known or becomes known to the public other than by disclosure by the Party seeking to rely on this exception to the confidentiality obligation under this Agreement (for the avoidance of doubt, this includes information disclosed by Developer in connection with City inspections of the Project and with seeking approval from a Government Authority for activities undertaken in connection with this Agreement), (b) is or was independently developed by a Party without using any information subject to the confidentiality obligation under this Agreement, (c) was available to a Party prior to its disclosure to such Party by the other Party under this Agreement,
Sample 1
Treatment of Confidential and Proprietary Information. A. User acknowledges that some of the material and information which may come into it’s possession or knowledge in connection with User's use of the VPN Service, may be Confidential Information or Proprietary Information. User agrees to hold all such Confidential Information or Proprietary Information in strictest confidence and not to make any use of such Confidential Information or Proprietary Information for any purpose other than an Agency-related business purpose, to release it only to authorized employees or subcontractors requiring such Confidential Information or Proprietary Information for the purposes of carrying out the Agency-related business purpose, and not to release or disclose it to any other party. User agrees to release such Confidential Information or material only to employees or subcontractors who have signed a written non-disclosure agreement, expressly prohibiting disclosure. User agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to Confidential Information or Proprietary Information. Immediately upon termination of this Agreement, User shall certify to Purchaser the destruction or return of all Confidential Information or Proprietary Information to Agency.
Sample 1

Related to Treatment of Confidential and Proprietary Information

  • Confidential and Proprietary Information 12.1 Contractor acknowledges that it and its employees or agents may, in the course of performing their responsibilities under this Agreement, be exposed to or acquire information that is confidential to County. Any and all information of any form obtained by Contractor or its employees or agents from County in the performance of this Agreement shall be deemed to be confidential information of County ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated with respect to confidentiality in the same manner as the Confidential Information. Confidential Information shall be deemed not to include information that (a) is or becomes (other than by disclosure by Contractor) publicly known or is contained in a publicly available document; (b) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; or (c) is independently developed by employees or agents of Contractor who can be shown to have had no access to the Confidential Information.

  • Treatment of Confidential Information (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

  • Proprietary and Confidential Information The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

  • Treatment of Proprietary and Confidential Information A. Both parties agree that it may be necessary to provide each other during the term of this Agreement with certain confidential information, including trade secret information, including but not limited to, technical and business plans, technical information, proposals, specifications, drawings, procedures, customer account data and like information (hereinafter collectively referred to as “Information”). Both parties agree that all Information shall either be in writing or other tangible format and clearly marked with a confidential, private or proprietary legend, or, when the Information is communicated orally, it shall also be communicated that the Information is confidential, private or proprietary. The Information will be returned to the owner within a reasonable time. Both parties agree that the Information shall not be copied or reproduced in any form. Both parties agree to receive such Information and not disclose such Information. Both parties agree to protect the Information received from distribution, disclosure or dissemination to anyone except employees of the parties with a need to know such Information and which employees agree to be bound by the terms of this Section. Both parties will use the same standard of care to protect Information received as they would use to protect their own confidential and proprietary Information.

  • Non-Confidential Information The term “Confidential Information” shall not include any information which: (i) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of the receiving Party, (ii) the receiving Party, through competent evidence, can demonstrate knowledge prior to disclosure, (iii) is disclosed to the receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality or (iv) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information as evidenced by the written records of the receiving Party.

  • Release of Confidential Information No Party shall release or disclose Confidential Information to any other person, except to its Affiliates (limited by FERC Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be considering providing financing to or equity participation with Developer, or to potential purchasers or assignees of a Party, on a need-to-know basis in connection with this Agreement, unless such person has first been advised of the confidentiality provisions of this Article 22 and has agreed to comply with such provisions. Notwithstanding the foregoing, a Party providing Confidential Information to any person shall remain primarily responsible for any release of Confidential Information in contravention of this Article 22.

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