Use of Proprietary Information and Confidentiality Sample Clauses

Use of Proprietary Information and Confidentiality. The Pittsburgh Bank has previously been, and may from time to time be, furnished with certain materials and information relating to the MPF Program that are confidential and proprietary information of the MPF Provider (collectively, the “Confidential Information”). All documents and information furnished by the MPF Provider regarding the MPF Program shall be presumed to be Confidential Information unless listed as disclosable in the FHLB Guide. The Pittsburgh Bank shall (i) keep the Confidential Information confidential using reasonable means, not less than those used to protect its own proprietary material, (ii) not disclose the Confidential Information to any one other than (solely in connection with the MPF Program) to its officers or employees who have a need to know its contents to perform their duties for the Pittsburgh Bank and to those third party agents who have signed confidentiality agreements protecting the MPF Provider, in form and substance reasonably satisfactory to the MPF Provider, unless required to do so pursuant to the process or requirement of any court or governmental agency, and (iii) upon completion of its use of the Confidential Information or at any time upon the MPF Provider’s request, promptly return the Confidential Information to the MPF Provider, including all copies made thereof in any format and all notes pertaining to the same.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Use of Proprietary Information and Confidentiality. The Boston Bank has been and may hereafter be furnished with certain materials and information relating to the MPF Program that are confidential and proprietary information of the MPF Provider (collectively, the “Confidential Information”). The Boston Bank agrees (i) to keep the Confidential Information confidential using reasonable means, not less than those used to protect its own proprietary material, (ii) to not disclose the Confidential Information to any one other than (solely in connection with the MPF Program) to its officers or employees who have a need to know its contents to perform their duties for the Boston Bank and to those third party agents who have signed confidentiality agreements protecting the MPF Provider, in form and substance reasonably satisfactory to the MPF Provider, and (iii) upon completion of its use of the Confidential Information or at any time upon the MPF Provider’s request, to promptly return the Confidential Information to the MPF Provider, including all copies made thereof in any format and all notes pertaining to the same. The Boston Bank further agrees that if it is served with process or any other governmental or regulatory request for the Confidential Information, it will immediately notify the General Counsel of the MPF Provider as provided in the FHLB Guide, prior to complying with such process, order or request, unless prohibited by applicable law, regulation or court order. The term “Confidential Information” does not include information that (a) is or becomes publicly known or enters the public domain; or (b)(i) was available to the Boston Bank prior to its disclosure to the Boston Bank by the MPF Provider or (ii) becomes available to the Boston Bank from a source other than the MPF Provider, provided that such source is not known by the Boston Bank to be subject to another confidentiality agreement with the MPF Provider. Nothing in this Agreement in intended to limit or prohibit the Boston Bank from developing or participating in a program or offering a product that resembles or competes with the MPF Program except to the extent that Confidential Information may not be used by the Boston Bank or anyone receiving Confidential Information from the Boston Bank to develop or assist in the development of any program or product that resembles or competes with the MPF Program and that the use of Confidential Information is subject to the terms of this Section 6.4.2.
Sample 1Sample 2See All (4)
Use of Proprietary Information and Confidentiality. Each of the parties has been and may hereafter be furnished with certain materials and information relating to the MPF Program (including, without limitation, information about Pittsburgh Bank members and housing associates that apply or are approved as PFIs) that are confidential and proprietary information of the other party (collectively, the “Confidential Information”). Each of the parties agrees (i) to keep the Confidential Information confidential using reasonable means, not less than those used to protect its own proprietary material, (ii) to not disclose the Confidential Information, without the prior written approval of the other party, to anyone other than to its officers or employees who have a need to know its contents to perform their duties in connection with the MPF Program, to any member of its Board of Directors, to its regulators, to any Participant or approved investor in Program Loans acquired from the Pittsburgh Bank or its PFIs, or to those third party agents who agree to be bound by the terms of this Section 6.11, as evidenced by a written statement or agreement in form and substance reasonably satisfactory to the other party, and (iii) upon completion of its use of the Confidential Information or at any time upon the other party’s request, to promptly return the Confidential Information, including all copies made thereof in any format and all notes pertaining to the same. For purposes of this Section 6.11, when transmitting or providing access to “nonpublic personal information” (as that term is defined in Title V of the Gxxxx-Xxxxx-Xxxxxx Act (15 U.S.C. § 6809)), each of the parties shall use a secure method that is generally accepted as preventing unauthorized access such as encrypted transmission or providing secure, password protected web-access. Each of the parties further agrees that if it is served with process or any other governmental or regulatory request for the Confidential Information (excluding an examination request by the FHFB), it will immediately notify the General Counsel of the other party, prior to complying with such process, order or request, unless prohibited by applicable law, regulation or court order.
Sample 1See All (4)
Use of Proprietary Information and Confidentiality. Each Party has been and may hereafter be furnished with Confidential Information. Each Party agrees (i) to keep the Confidential Information confidential using reasonable means, not less than those used to protect its own Confidential Information, (ii) to not disclose the Confidential Information, without the prior written approval of the other Party to whom the Confidential Information relates (“Related Party”), to anyone other than to its officers or employees who have a need to know its contents to perform their duties in connection with the MPF Program, to any member of its Board of Directors, to its regulators, to any Participant or approved investor in Program Loans acquired from the MPF Bank or its PFIs, or to those third party agents who agree to be bound by the terms of this Section 11.6, as evidenced by a written statement or agreement in form and substance reasonably satisfactory to the Related Party, and
Sample 1Sample 2
Use of Proprietary Information and Confidentiality. Except as (i) otherwise permitted under the SPA or this Agreement, (ii) otherwise agreed to in writing by the Company, or (iii) required by applicable law, regulation, stock exchange rule or by legal, judicial, regulatory or administrative process (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) (“Legally Required”), but, in any such case described in the foregoing clause (iii), only if such requirement did not arise by discretionary acts by you or any of your Representatives after the Closing (as defined in the SPA) that triggered such disclosure or requirement and only in accordance with Paragraph 3, you shall keep all Proprietary Information confidential and not disclose or reveal any Proprietary Information to any person other than your Representatives who have a reasonable need to know the Proprietary Information (all of whom shall be specifically informed of the confidential nature of such Proprietary Information and that by receiving such Proprietary Information they are agreeing to be bound by the terms of this Agreement relating to the confidential treatment of such Proprietary Information), in accordance with the Restricted Persons Procedures (as defined in the SPA), and make commercially reasonable efforts to ensure your Representatives treat such Proprietary Information in a confidential manner and in accordance with the terms hereof. You shall use the Proprietary Information solely for monitoring, holding, exiting, or increasing your direct and indirect investment in the Company and its Subsidiaries (to the extent such use complies with applicable law), undertaking the activities contemplated by the SPA in accordance therewith and with the Restricted Persons Procedures, and as otherwise contemplated in any other written agreement between the Purchaser or its Affiliates, on the one hand, and the Company or its Subsidiaries, on the other.
Sample 1
Use of Proprietary Information and Confidentiality. 5.1. Either Party’s acceptance and use of any Confidential Information provided by the other Party in the course of the Research Project shall be subject to the following:
Sample 1

Related to Use of Proprietary Information and Confidentiality

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.