Use and Nondisclosure of Confidential Information Sample Clauses

Use and Nondisclosure of Confidential Information. Confidential Information (as defined below) shall be used by Consultant only in connection with Consultant’s performance of the Services under this Agreement. Consultant shall not at any time before, during or after the term of this Agreement, without the prior express written consent of THERMOFORTE, (a) disclose to any third party any Confidential Information or (b) copy or reproduce (including electronic reproduction or copying and backup copying), in whole or in part, any Confidential Information, except as necessary in the performance of Services. Consultant shall return all Confidential Information and all copies thereof to THERMOFORTE immediately upon request by THERMOFORTE.
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Use and Nondisclosure of Confidential Information. Recipient shall have the right to use the Confidential Information solely for the purpose of discussing and evaluating a possible business relationship between the Parties, described more fully as the follows:______________________________________________________________________ [TO BE MODIFIED DEPENDING UPON THE NATURE OF THE TRANSACTION].
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Use and Nondisclosure of Confidential Information. The Company shall keep the Confidential Information strictly confidential and shall use the Confidential Information solely to evaluate a Potential Transaction. Neither the Company nor any of its Representatives may disclose to any person (other than the Company’s Representatives) any portion of the Confidential Information, that the Confidential Information exists or has been made available, that the Company or Stockbridge is considering a Potential Transaction, or that discussions or negotiations (including the terms or status thereof) are taking place or have taken place concerning a Potential Transaction. The Company shall exercise all commercially reasonable steps to protect the Confidential Information from loss, theft or inadvertent disclosure, including, at a minimum, such measures as it takes in the ordinary course of business to protect its own confidential information. The term “person” includes natural persons, firms, partnerships, limited liability companies and partnerships, corporations and any other public or private legal entity.
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Use and Nondisclosure of Confidential Information. (a) Neither party or the University will disclose or make available to any person outside its organization the disclosing party’s Confidential Information, except that XXXXXXX RIVER will have the right to disclose ACT’s Confidential Information consisting of ACT Technology to third parties to which sublicensing is permitted under Section 3.l(b), provided that such third parties agree to be bound to protect the confidentiality of such Confidential Information. Each party may disclose the other party’s Confidential Information to persons within its organization and that of its Affiliates to the extent necessary to further the purposes of this Agreement, provided that all such persons are bound to protect the confidentiality of such Confidential Information. Each party may disclose the other party’s Confidential Information if required by law or governmental authority, provided that prior notice of any such disclosure is given to the other party and that the disclosing party cooperates with the other party in seeking protective orders or other restrictions on disclosure.
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Use and Nondisclosure of Confidential Information. 2.1 The Recipient and will not without the prior consent of the Disclosing Party:
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Use and Nondisclosure of Confidential Information. Each Party will keep the other Party’s Confidential Information strictly confidential and will use such Confidential Information solely to evaluate a Potential Transaction. Neither Party nor any of its Representatives may disclose to any person (other than its Representatives) any portion of the other Party’s Confidential Information. The term “person” includes natural persons, firms, partnerships, limited liability companies and partnerships, corporations and any other public or private legal entity. In addition, the Company agrees not to directly or indirectly deal, transact or otherwise be in contact with any direct or indirect owner of the Property or any of their respective lenders or agents in respect of the Property without the specific written permission of SBSC, or to otherwise directly or indirectly circumvent, avoid or bypass SBSC regarding the Property or the Potential Transaction.
Sample 1
Use and Nondisclosure of Confidential Information. Each party agrees not to use any Confidential Information disclosed to it by the other party for its own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Relationship. Neither party will disclose any Confidential Information of the other party to third parties or to employees of the party receiving Confidential Information, other than employees who are required to have the information in order to carry out the discussions regarding the Relationship; provided, however, that each party may disclose the Agreement or its content on a confidential basis, subject to the limitations and restrictions set forth herein, to its Representatives who are directly participating with the party in its evaluation of the potential business opportunity between the parties. Each party will have or has had employees to whom Confidential Information of the other party is disclosed or who have access to Confidential Information of the disclosing party sign a nondisclosure or similar agreement in content substantially similar to this Agreement. Each party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the highest degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other in writing of any misuse or misappropriation of Confidential Information of the disclosing party which may come to the receiving party’s attention. Each party further agrees not to reverse engineer or disassemble any formula, technology, method, process, or other matter disclosed and identified or identifiable as confidential by the other party.
Sample 1
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Use and Nondisclosure of Confidential Information. The receiving party will use Confidential Information only to evaluate and implement a potential business transaction between the parties (the “Transaction”) and will not directly or indirectly disclose Confidential Information to any other party. The receiving party will provide such Confidential Information only to its employees and independent contractors whose primary business is out-sourced services and are not competitors of disclosing party, who need it in connection with the Transaction and are bound by agreements requiring that they keep it confidential. The receiving party will take all reasonable measures to protect the confidentiality of the Confidential Information, promptly notify the disclosing party of any unauthorized use or disclosure of Confidential Information, and assist the disclosing party in remedying any unauthorized use or disclosure.
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Related to Use and Nondisclosure of Confidential Information

  • Nondisclosure of Confidential Information (i) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered.

  • Non-Disclosure of Confidential Information (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive.

  • Disclosure of Confidential Information Any Finance Party may disclose:

  • Nondisclosure and Nonuse of Confidential Information The Executive will not disclose or use at any time during or after the Employment Period any Confidential Information of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive's performance of duties assigned to the Executive pursuant to this Agreement. Under all circumstances and at all times, the Executive will take all appropriate steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft.

  • Nondisclosure of Proprietary Information (a) Except in connection with the faithful performance of Executive’s duties hereunder or pursuant to Section 6(c) and (e), Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for Executive’s benefit or the benefit of any person, firm, corporation or other entity (other than the Company) any confidential or proprietary information or trade secrets of or relating to the Company (including, without limitation, business plans, business strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed or possessed by the Company, whether in tangible, intangible or electronic form, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms of employment) (collectively, the “Confidential Information”), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information. The Parties hereby stipulate and agree that, as between them, any item of Confidential Information is important, material and confidential and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Notwithstanding the foregoing, Confidential Information shall not include any information that has been published in a form generally available to the public or is publicly available or has become public or general industry knowledge prior to the date Executive proposes to disclose or use such information, provided, that such publishing or public availability or knowledge of the Confidential Information shall not have resulted from Executive directly or indirectly breaching Executive’s obligations under this Section 6(a) or any other similar provision by which Executive is bound, or from any third-party breaching a provision similar to that found under this Section 6(a). For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if material features comprising such information have been published or become publicly available.

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