XXXX CONFIDENTIAL INFORMATION Sample Clauses

XXXX CONFIDENTIAL INFORMATION. (a) Neither the Company, nor any of its Post-closing Subsidiaries nor any of their respective directors, officers and agents may disclose any information of a confidential nature received from St. Xxxx (the "ST. XXXX CONFIDENTIAL INFORMATION").

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XXXX CONFIDENTIAL INFORMATION. NEE Partners shall, and shall cause its Subsidiaries and its and their officers, directors and employees to, keep confidential and not make any public announcement or disclose to any Person any terms of any other documents, materials, data or other information with respect to any XXXX ROFO Asset which is not generally known to the public (the “XXXX Confidential Information”); provided, however, that XXXX Confidential Information shall not include (a) the terms and conditions of this Agreement or (b) information that becomes available to NEE Partners on a non-confidential basis from a source other than the XXXX, its Affiliates (other than NEE Partners and its Subsidiaries) or their directors, officers or employees (provided that, to NEE Partners’ knowledge, such source was not prohibited from disclosing such information to NEE Partners by any legal, contractual or fiduciary duty). Notwithstanding the foregoing, NEE Partners shall be permitted to (A) disclose any XXXX Confidential Information to the extent required by court order or under Applicable Law (provided, that it shall (1) exercise commercially reasonable efforts to preserve the confidentiality of such XXXX Confidential Information, (2) to the extent legally permissible, use commercially reasonable efforts to provide XXXX, in advance of such disclosure, with copies of any XXXX Confidential Information it intends to disclose (and, if applicable, the text of the disclosure language itself), and (3) reasonably cooperate with XXXX and its Affiliates (other than NEE Partners and its Subsidiaries) to the extent they may seek to limit such disclosure), (B) make a public announcement regarding such matters (1) as agreed to in writing by XXXX or (2) as required by the provisions of any securities laws or the requirements of any exchange on which NEE Partners’ securities may be listed (a “Required Securities Disclosure”), or (C) disclose any XXXX Confidential Information to its Affiliates and its and their shareholders, partners, members, directors, officers, employees, lenders, attorneys, consultants or other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such XXXX Confidential Information and instructed to keep such XXXX Confidential Information confidential pursuant to the terms hereof); provided, however, that, other than in connection with a Required Securities Disclosure, NEE Partners shall (x) advise such Person of the confi...

XXXX CONFIDENTIAL INFORMATION. Throughout the Term of this Agreement and ----------------------------- thereafter, SB covenants and agrees not to directly or indirectly: (i) use any XXXX Confidential Information except in furtherance of this Agreement (and any other agreements between the Parties) and the interests of XXXX and (ii) disclose the XXXX Confidential Information except to Representatives of SB who have agreed to keep such information confidential and use such information only as authorized by this Agreement.

XXXX CONFIDENTIAL INFORMATION includes all existing and future (i) Source ----------------------------- Code to the Xxxx Community Tools and Modifications made by XXXX, and (ii) information identified in writing by XXXX as confidential. XXXX Confidential Information excludes any portion of information which: (1) is or becomes publicly available through no act or failure of NetShepherd; (2) was or is rightfully acquired by NetShepherd from a source other than XXXX; (3) is or becomes independently known or available to NetShepherd without breach of this Agreement; (4) is independently developed by NetShepherd without reference to the XXXX Confidential Information; or (5) is required to be disclosed by court order, after giving XXXX the opportunity to appear before the court and protect its interests.

XXXX CONFIDENTIAL INFORMATION. Throughout the Term of this Agreement and ----------------------------- thereafter, NetShepherd covenants and agrees not to directly or-indirectly: (i) use any XXXX Confidential Information except in furtherance of this Agreement (and any other agreements between the Parties) and the interests of XXXX and (ii) disclose the XXXX Confidential Information except to Representatives of NetShepherd who have agreed to keep such information confidential and use such information only as authorized by this Agreement. Section 6: Hosting of the Xxxx Community Tools ----------------------------------------------- 6.1 Hosting Commitment by XXXX. XXXX will host on XXXX servers, operate, and -------------------------- allow continuing access to the Xxxx Community Tools by and for the benefit of NetShepherd, until the earlier of (a) the expiration or termination of this Agreement or (b) the changeover to the hosting of the Xxxx Community Tools on NetShepherd's servers under Section 6.3 below. If this Agreement and the License continue in effect more than one (1) year after the Effective Date, XXXX may at any time require NetShepherd to take over the hosting and operation of the Xxxx Community Tools, provided that it gives NetShepherd at least 90 days advance written notice and reasonable assistance and training. Xxxx will not collect any data on NetShepherd's Distributed Task Force's use of the Xxxx Community Tools other than data related to traffic and performance management.

Related to XXXX CONFIDENTIAL INFORMATION

E4 Confidential Information Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:
Prime Confidential Information The following shall constitute Confidential Information of the Contractor and should not be disclosed to third (3rd) parties: the deliverables, discoveries, ideas, concepts, software [in various stages of development], designs, drawings, specifications, techniques, models, data, source code, source files, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Agreement and the existence of this Agreement, the relationship between the Contractor and Subcontractor, and any details of the Service under this Agreement. Subcontractor agrees not to use or reference the Contractor and/or their names, likenesses, or logos (“Identity”). Subcontractor will not use or reference Contractor or their Identity, directly or indirectly, in conjunction with any other third (3rd) parties.
Maintaining Confidential Information Executive reaffirms his obligations under the Confidentiality Agreement. Executive acknowledges and agrees that the payments provided in Section 3 above shall be subject to Executive’s continued compliance with Executive’s obligations under the Confidentiality Agreement.
Other Confidential Information The Parties agree that the confidentiality provisions under this Article Nineteen are separate from, and shall not impair or modify any other confidentiality agreements that may be in place between the Parties or their Affiliates; provided however, that the confidentiality provisions of this Article Nineteen shall govern confidential treatment of all non-public information exchanged between the Parties related directly or indirectly to this Agreement as of and after the Execution Date.
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.
Company Confidential Information The Subscriber acknowledges that the Company is engaged in business development including programs of research and development and the marketing of products and services. The Subscriber also recognizes the importance of protecting the Company’s trade secrets, confidential information and other proprietary information and related rights acquired through such Company’s expenditure of time, effort and money. Therefore, in consideration of the Company permitting the Subscriber to submit this subscription and have access to the Company’s information and/or Company’s confidential information otherwise coming to the Subscriber, the Subscriber agrees to be bound by the following terms and conditions with respect to the Company:
Return of Confidential Information Subject to Section 4.2(e) of this Agreement, upon the request of a party, the other party shall return all Confidential Information to the other; provided, however, (i) each party shall be permitted to retain copies of the other party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and (ii) neither party will be required to search archived electronic back-up files of its computer systems for the other party’s Confidential Information in order to purge the other party’s Confidential Information from its archived files; provided further, that any Confidential Information so retained will (x) remain subject to the obligations and restrictions contained in this Agreement, (y) will be maintained in accordance with the retaining party’s document retention policies and procedures, and (z) the retaining party will not use the retained Confidential Information for any other purpose.
Trade Secrets and Confidential Information (i) Executive represents and warrants that Executive (A) is not subject to any legal or contractual duty or agreement that would prevent or prohibit Executive from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (B) is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. (ii) Executive agrees that Executive will not (A) use, disclose or reverse engineer Trade Secrets or Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (B) during Executive’s employment with the Company, use, disclose or reverse engineer (1) any confidential information or trade secrets of any former employer or third party or (2) any works of authorship developed in whole or in part by Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (C) upon Executive’s resignation or termination with the Company (1) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Executive’s possession or control or (2) destroy, delete or alter Trade Secrets or Confidential Information without the Company’s prior written consent. (iii) The obligations under this Section 8 shall remain in effect as long as Trade Secrets and Confidential Information constitute trade secrets or confidential information under applicable law. The confidentiality, property and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws and laws concerning fiduciary duties.
Use of Confidential Information 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”. 7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement. 7.3 The Receiving Party shall: (a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party; (b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information; (c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein; (d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and (e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User). 7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Third Party Confidential Information Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that at all times during the term of this Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.