Use and Treatment of Confidential Information. Executive agrees not to disclose, divulge, publish, communicate, publicize, disseminate or otherwise reveal, either directly or indirectly, any Confidential Information to any person, natural or legal who is not affiliated with the Company (i.e., employees, stockholders and directors), otherwise bound by an agreement with the Company or obligation of confidentiality for the benefit of the Company or in need of such information in connection with services to be provided for the benefit of the Company. The term "Confidential Information" means all information in any form relating to the past, present or future business affairs, including without limitation, research, development or business plans, operations or systems, of the Company or a person not a party to this Agreement whose information the Company has in its possession under obligations of confidentiality, which is disclosed by the Company to Executive or which is produced or developed while Executive is an owner of, employee or director of the Company. The term "Confidential Information" shall not include any information of the Company which (i) becomes publicly known through no wrongful act of Executive, (ii) is received from a person not a party to this Agreement who is free to disclose it to Executive, or (iii) is lawfully permitted or required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, subpoena or court order but only to the extent of such requirement, provided however, that before making such disclosure Executive shall give the Company, to the extent reasonably possible, an adequate opportunity to interpose an objection or take action to assure confidential handling of such information. Notwithstanding the foregoing, Executive may disclose Confidential Information without violating this Section 4.1(c) to the extent reasonably necessary in any dispute proceeding involving Executive's right to enforce the terms of this Agreement. Executive (i) may make and retain electronic copies of his contact list and calendar without violating this Section 4(d) and (ii) may retain any documentation relevant to and reasonably necessary to file his income tax returns, in each case. This Agreement also is not intended to, and shall not in any way prohibit, limit or otherwise interfere with the Executive’s protected rights under federal, state or local law to without notice to the Company: (i) communicate or file a charge with a government regulator; (ii) participa...
Use and Treatment of Confidential Information. The Receiving Party shall hold the Confidential Information in confidence to the same extent and in the same manner as it protects its own Confidential Information, but in no event using less than reasonable care, in order to prevent unauthorized duplication or disclosure of any Confidential Information of the Disclosing Party that the Receiving Party acquires during the course of its activities under this Agreement and shall not use any of the Confidential Information of the Disclosing Party for any purpose other than in furtherance of the Receiving Party’s obligations under this Agreement.
1. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, officers, shareholders, agents, consultants or contractors who need to have access to the Confidential Information, and who are informed by the Receiving Party of the confidentiality obligations imposed by this Agreement, and who are bound by obligations with respect to the Confidential Information substantially the same as the terms and conditions of this Section of this Agreement.
2. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information:
a. in connection with a mediation, tax proceedings or other litigation that involves the terms of this Agreement and in connection with its obligations under this Agreement;
b. to its directors, affiliates, accountants, attorneys, advisors, insurers, and other individuals who need to know such contents in connection with their duties on behalf of Receiving Party;
c. to government authorities if required by law; and
d. upon the prior written consent of the Disclosing Party.
3. The Receiving Party may disclose Confidential Information to actual or potential assignees, financing sources, acquirers and other parties that may enter into business or capital transactions with Receiving Party or its affiliates if the confidentiality of such disclosures is protected by applicable law or a binding confidentiality agreement.
4. The Receiving Party acknowledges and understands that any right, title and interest in and to the Disclosing Party’s Confidential Information is vested in the Disclosing Party.
5. The obligations of confidentiality provided in this Agreement survive for a period of two years after the expiration or termination of this Agreement for any reason; provided, however, with respect to any item of Confidential Information that rises to the level of a trade secret...
Use and Treatment of Confidential Information. Executive agrees not to disclose, divulge, publish, communicate, publicize, disseminate or otherwise reveal, either directly or indirectly, any Confidential Information to any person, natural or legal. The term “Confidential Information” means all information in any form relating to the past, present or future business affairs, including without limitation, research, development or business plans, operations or systems, of the Company or a person not a party to this Agreement whose information the Company has in its possession under obligations of confidentiality, which is disclosed by the Company to Executive or which is produced or developed while Executive is an owner of, employee or director of the Company. The term “Confidential Information” shall not include any information of the Company which (i) becomes publicly known through no wrongful act of Executive, (ii) is received from a person not a party to this Agreement who is free to disclose it to Executive, or (iii) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, subpoena or court order but only to the extent of such requirement, provided that before making such disclosure Executive shall give the Company an adequate opportunity to interpose an objection or take action to assure confidential handling of such information.
Use and Treatment of Confidential Information. During the Transition Period and at all times thereafter, Executive agrees not to disclose, divulge, publish, communicate, publicize, disseminate or otherwise reveal, either directly or indirectly, any Confidential Information to any person, natural or legal. The term “Confidential Information” means all information in any form relating to the past, present or future business affairs, including without limitation, research, development or business plans, operations or systems, of the Company or a person not a party to this Agreement whose information any member of the Company has in its possession under obligations of confidentiality, which is disclosed by any member of the Company to Executive or which is produced or developed while Executive is an owner of, employee, consultant or director of any member of the Company. The term “Confidential Information” shall not include any information of the Company which (i) becomes publicly known through no wrongful act of Executive, (ii) is received from a person not a party to this Agreement who is free to disclose it to Executive, or (iii) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, subpoena or court order but only to the extent of such requirement, provided that before making such disclosure Executive shall give the Company an adequate opportunity to interpose an objection or take action to assure confidential handling of such information.
Use and Treatment of Confidential Information. Executive agrees not to disclose, divulge, publish, communicate, publicize, disseminate or otherwise reveal, either directly or indirectly, any Confidential Information to any person, natural or legal. The term “Confidential Information” means all information in any form relating to the past, present or future business affairs, including without limitation, research, development or business plans, operations or systems, of the Company Group or a person not a party to this Agreement whose information any member of the Company Group has in its possession under obligations of confidentiality, which is disclosed by any member of the Company Group to Executive or which is produced or developed while Executive is an owner of, employee or director of any member of the Company Group. The term “Confidential Information” shall not include any information of the Company Group which (i) becomes publicly known through no wrongful act of Executive, (ii) is received from a person not a party to this Agreement who is free to disclose it to Executive, or (iii) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, subpoena or court order but only to the extent of such requirement, provided that before making such disclosure Executive shall give the Company Group an adequate opportunity to interpose an objection or take action to assure confidential handling of such information.
Use and Treatment of Confidential Information. Disclosee hereby agrees that any Confidential Information received by it shall be used solely for the purpose of the Project, and that Disclosee shall keep confidential and shall not disclose, divulge, publish, communicate, publicize, disseminate or otherwise reveal, either directly or indirectly, any Confidential Information it receives from Selective to any person, natural or legal, except to (a) the officers, directors, partners, tax consultants, lenders, legal and financial advisors, employees or agents of Disclosee who have a need to know such Confidential Information for the purpose of the Project who have been informed of the confidential nature of such Confidential Information and Disclosee's obligations under this Confidentiality Agreement, and who shall have been directed to treat such Confidential Information confidentially, or (b) any other person but only if Selective has provided to Disclosee its written consent to such disclosure. In addition, Disclosee shall use not less than the same degree of care to avoid disclosure of Confidential Information as Selective uses.
Use and Treatment of Confidential Information. The Receiving Party will use Confidential Information solely for the Purpose set forth above. The Receiving Party will not disclose Confidential Information to anyone other than its Affiliates, employees and consultants (“Representatives”) who have a need to know and who agree in writing to keep the information confidential on terms no less restrictive than those contained in this Agreement. The Receiving Party will protect Confidential Information using security precautions at least as great as the precautions it takes to protect its own confidential information and using no less than reasonable care. Both Tableau and Company will ensure that their respective Representatives comply with this Agreement and will be responsible for any unauthorized use or disclosure of Confidential Information by such Representatives. The Receiving Party may disclose Confidential Information (a) with the Disclosing Party’s express prior written consent or (b) to the extent required to comply with any law, order, or rules or regulations of any governmental agency or authority, or judicial authority. To the extent legally permitted, the Receiving Party shall promptly notify the Disclosing Party prior to disclosing information and reasonably cooperate if the Disclosing Party seeks to prevent or limit such disclosure.
Use and Treatment of Confidential Information. The Receiving Party agrees that it will use Confidential Information solely for the Purpose. All Confidential Information will be kept strictly confidential by the Receiving Party and Receiving Party will not disclose or otherwise transfer any Confidential Information to any person or entity or use any Confidential Information for any other purpose, without the Disclosing Party’s prior written consent, except (a) as expressly authorized by this Agreement, (b) as permitted by Section 3 or as necessary for the Receiving Party to enforce or defend its rights hereunder or (c) to the Receiving Party’s Affiliates and to the officers, managers, directors, employees, consultants, legal, tax, financial, accounting and other professional advisors, potential or actual financing sources (with the written consent of TherapeuticsMD), and other representatives (and, in each case, their respective counsel) of the Receiving Party or its Affiliates (collectively, to the extent that they receive Confidential Information, “Authorized Third Parties”) who require access to such information in furtherance of the Purpose and are informed of the confidential nature of such information. The Receiving Party will use at least the same standard of care as it uses to protect its own confidential information of a similar type (but in no event less than reasonable care) to ensure that its Authorized Third Parties do not disclose or make any unauthorized use of the Confidential Information in breach of this Agreement, and the Receiving Party shall be responsible for any breach of this Agreement by any of such Authorized Third Parties.
Use and Treatment of Confidential Information. Recipient shall use the Confidential Information solely for evaluating the Transaction. Recipient shall not discuss the Transaction or Evaluation Material, or otherwise disclose the Confidential Information with anyone other than its Representatives who have the need to know such information in connection with reviewing the Transaction, if it complies with the following requirements:
(a) inform its Representatives of the confidential nature of the Confidential Information and of this Agreement,
(b) exercise such precautions or measures as may be reasonable in the circumstances to prevent the use of the Confidential Information by its Representatives other than as permitted in this Agreement, and
(c) be responsible for any misuse of the Confidential Information by its Representatives, i.e., a use that would constitute a breach of this Agreement by Recipient.
Use and Treatment of Confidential Information. All Confidential Information (a) is, and at all times, shall continue to be, owned exclusively by Owner and/or CBRE; (b) shall not be used by Buyer or Buyer’s Representatives for any purpose other than to evaluate the Property and the Potential Transaction; (c) shall not be disclosed or transferred to persons or entities other than Buyer’s Representatives without CBRE’s advance written consent (except as required by law and then only to the extent necessary to comply with any legal obligations); and (d) shall, at CBRE’s request, be immediately destroyed (with all e- mails and electronic records deleted) or returned to CBRE immediately after the earlier of (i) the date on which CBRE requests return of the same or (ii) the date on which Owner or Buyer terminates discussions or negotiations with respect to the Potential Transaction. At Owner’s request, Xxxxx shall execute and deliver to Owner a certificate attesting to Xxxxx’s destruction or return of all Confidential Information as directed by CBRE. Buyer shall exercise such precautions or measures as may be reasonable under the circumstances to prevent the breach of this Agreement. Buyer shall provide a copy of this Agreement to each of Buyer’s Representatives to whom Confidential Information is disclosed and direct those Representatives to treat all Confidential Information in accordance with this Agreement and not disclose or distribute Confidential Information to any other person or entity. Xxxxx will be fully responsible and liable if any of Buyer’s Representatives breaches this Agreement. Xxxxx further agrees not to disclose, and to direct its Representatives not to disclose, the fact that any investigations, discussions or negotiations are taking place concerning the sale of the Property or a Potential Transaction.
