Confidential Information shall definition

Confidential Information shall mean: in respect of Information provided in documentary form or by way of a model or in other tangible form, Information which at the time of provision is marked or otherwise designated to show expressly that it is imparted in confidence, or ought reasonably to be considered confidential given the nature of the information, or the circumstances of disclosure; and in respect of Information that is imparted orally, any information that the Disclosing Party or its representatives informed the Receiving Party at the time of disclosure was imparted in confidence; and in respect of Information imparted orally, any note or record of the disclosure and any evaluation materials prepared by the Receiving Party that incorporate any Information; and any copy of any of the foregoing. Disclosing Party shall mean the Party to this Agreement that discloses Information, directly or indirectly to the Receiving Party under or in anticipation of this Agreement. Effective Date FOIA shall mean the date of signature of this Agreement by the last Party to sign. shall mean the Freedom of Information Xxx 0000 and includes any subordinate legislation made under it and any provision amending, superseding or re-enacting it (whether with or without modification). Information shall mean information (whether of a technical, commercial or any other nature whatsoever) and including without limitation any intellectual property owned or used by Disclosing Party (including but not limited to: patents, know-how, copyright, discoveries, inventions, database rights, design rights, and all rights of a similar or corresponding nature) disclosed under this Agreement; provided directly or indirectly by the Disclosing Party to the Receiving Party in oral or documentary form or by way of models, biological or chemical materials or other tangible form or by demonstrations, on or after the date of this Agreement. Receiving Party shall mean the Party to this Agreement that receives Information, directly or indirectly from the Disclosing Party.
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Confidential Information shall mean: in respect of Information provided in documentary form or by way of a model or in other tangible form, Information which at the time of provision is marked or otherwise designated to show expressly or by necessary implication that it is imparted in confidence; and in respect of Information that is imparted orally, any information that the RPO or its representatives informed the COMPANY at the time of disclosure was imparted in confidence; and in respect of Confidential Information imparted orally, any note or record of the disclosure [and any evaluation materials prepared by the COMPANY that incorporate any Confidential Information]; and any copy of any of the foregoing; and [the fact that discussions are taking place between the COMPANY and the RPO.] Information shall mean information [whether of a technical, commercial or any other nature whatsoever] provided directly or indirectly by the RPO to the COMPANY in oral or documentary form or by way of models, biological or chemical materials or other tangible form or by demonstrations and whether before, on or after the date of this Agreement. In consideration of the RPO providing Confidential Information, at its discretion, to the COMPANY, the COMPANY shall: keep the Confidential Information secret and confidential; neither disclose nor permit the disclosure of any Confidential Information to any person, except for disclosure to Authorised Persons in accordance with clause 3, or to a court or other public body in accordance with clause 4; not use the Confidential Information for any purpose, whether commercial or non-commercial, other than for the Permitted Purpose; [make [no copies of the Confidential Information] [only such limited number of copies of the Confidential Information as are required for the Permitted Purpose, and provide those copies only to Authorised Persons]; ] and take proper and all reasonable measures to ensure the confidentiality of the Confidential Information.
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Confidential Information shall mean: in respect of Information provided in documentary form or by way of a model or in other tangible form, Information which at the time of provision is marked, or information which ought reasonably to be considered confidential, given the nature of the information, or the circumstances of disclosure; and In respect of Information that is imparted orally, any information that TRINITY or its representatives informed the Individual at the time of disclosure was imparted in confidence; and in respect of Information imparted orally, any note or record of the disclosure and any evaluation materials prepared by the Individual that incorporate any Information; and any copy of any of the foregoing. Effective Date shall mean the date of signature of this Agreement by the last Party to sign. Information shall mean information (whether of a technical, commercial or any other nature whatsoever) provided directly or indirectly by TRINITY to the Individual in oral or documentary form or by way of models, biological or chemical materials or other tangible form or by demonstrations, on or after the date of this Agreement.
Sample 1

Examples of Confidential Information shall in a sentence

  • Confidential Information shall not include information that may be lawfully obtained from publicly available sources or from federal, state, or local government records which are lawfully made available to the general public.

  • Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party.

  • The disclosure by each Party to the other Parties of Confidential Information shall not be deemed a waiver by any Party or any other person or entity of the right to protect the Confidential Information from public disclosure.

  • Each Party receiving Confidential Information shall hold such information in confidence and shall not disclose it to any third party nor to the public without the prior written authorization from the Party providing that information, except to fulfill obligations under this Agreement, or to fulfill legal or regulatory requirements.

  • Confidential Information shall not be disclosed except as required or permitted under state or federal law.

  • Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the Executive.

  • Any improvements, developments, adaptations and/or modifications to the Foreground Intellectual Property, and any and all new inventions or discoveries, based on or resulting from the use of Transnet’s Background Intellectual Property and/or Confidential Information shall be exclusively owned by Transnet.

  • Without limiting the foregoing, Confidential Information shall also include any information that the Client Agency or DAS classifies as “confidential” or “restricted.” Confidential Information shall not include information that may be lawfully obtained from publicly available sources or from federal, state, or local government records which are lawfully made available to the general public.

  • Any information related to studies for interconnection asserted by Developer to contain Confidential Information shall be treated in accordance with Article 22 of this Agreement and Attachment F to the ISO OATT.

  • Any information related to studies for interconnection asserted by Developer to contain Confidential Information shall be treated in accordance with Article 22 of this Agreement and Attachment F to the NYISO OATT.


More Definitions of Confidential Information shall

Confidential Information shall mean: in respect of Information provided in documentary form or by way of a model or in other tangible form, Information which at the time of provision is marked or otherwise designated to show expressly or by necessary implication that it is imparted in confidence; and in respect of Information that is imparted orally, any information that the Disclosing Party or its representatives informed the Receiving Party at the time of disclosure was imparted in confidence; and in respect of Confidential Information imparted orally, any note or record of the disclosure [and any evaluation materials prepared by the Receiving Party that incorporate any Confidential Information]; and any copy of any of the foregoing; and [the fact that discussions are taking place between the Disclosing Party and the Receiving Party.] Disclosing Party shall mean the Party to this Agreement that discloses Information, directly or indirectly to the Receiving Party under or in anticipation of this Agreement. FOIA shall mean the Freedom of Information Acts 1997 and 2003 and includes any subordinate legislation made under it and any provision amending, superseding or re-enacting it (whether with or without modification). Information shall mean information [whether of a technical, commercial or any other nature whatsoever] provided directly or indirectly by the Disclosing Party to the Receiving Party in oral or documentary form or by way of models, biological or chemical materials or other tangible form or by demonstrations and whether before, on or after the date of this Agreement. Receiving Party shall mean the Party to this Agreement that receives Information, directly or indirectly from the Disclosing Party.
Sample 1
Confidential Information shall mean: (i) the specifications, the Product, the CSI-Owned Software, the Kendxx-Xxxcific Software and any trade secrets related to any of the foregoing, including but not limited to any information relating to either party's product plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how; (ii) any information designated in writing by the disclosing party as confidential or, if disclosed orally, designated as confidential at the time of disclosure and reduced to writing and designated as confidential in writing within thirty (30) days; and (iii) the terms, conditions and existence of this Agreement; provided, however that "Confidential Information" will not include information that: (a) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (b) is known and has been reduced to tangible form by the receiving party at the time of disclosure and is not subject to restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; (d) is lawfully obtained from a third party who has the right to make such disclosure; or (e) is released for publication by the disclosing party in writing.
Sample 1
Confidential Information shall mean: (i) all detailed price information and vendor contracts; (ii) any confidential and/or proprietary information provided by one Party to the other Party that is clearly marked or otherwise designated “Confidential Information”; and (iii) information designated as Confidential Information by the NYISO Code of Conduct contained in Attachment F of the OATT; provided, however, that Confidential Information does not include information: (i) in the public domain or that has been previously publicly disclosed; (ii) required by an order of a Governmental Authority to be publicly submitted or divulged (after notice to the other Party); or (iii) necessary to be divulged in an action to enforce this Agreement.
Sample 1
Confidential Information shall mean: (i) business forecasts, projections or other information relating to 7-Eleven in Japan which have not been publicly disseminated; (ii) disclosure statements or notices provided by Southland which have not been publicly disseminated, relating to developments, operations or plans concerning 7-Eleven in Japan, Southland's relationship with Seven Eleven Japan, or the 7-Eleven business in Japan generally; and (iii) any other information disclosed to the Agents or the Lenders which is not otherwise publicly available, which Confidential Information shall be restricted pursuant to the confidentiality provisions of Section 11.08; PROVIDED, HOWEVER, that Confidential Information shall not include information already in the possession of a Lender on a non-confidential basis or information provided to a Lender on a non-confidential basis by a person who, in so providing, has not violated a duty of confidentiality owing to Southland.
Sample 1
Confidential Information shall mean any information that is defined as confidential by Article 22 of this Agreement.
Sample 1
Confidential Information shall have the meaning given to it in Section 6.1(a). Construction Guidelines shall mean, with respect to any tower proposed to be constructed by UniSite, other than pursuant to the Omnipoint Agreement, the AT&T Agreement or a BTS Agreement approved by ATC pursuant to the provisions of Section 6.6, that such tower meets the following requirements: (a) such tower will be not less than 150 feet in height; (b) there is no competing tower existing, under construction or, to UniSite's or ATC's knowledge (as set forth in ATC's database and made available to UniSite by ATC), proposed to be constructed within one (1) mile of such tower; (c) based on UniSite's informed knowledge of the market in which such tower is proposed to be built and the prospective Broadband wireless activity in such market, it is reasonably certain that there is a reasonable demand then existing for Broadband wireless service provider leases in such market and that any lease of antennae space on such tower will provide for (i) minimum monthly rental of not less than $1,300 and preferably $1,500, (ii) annual rent escalators of not less than 3% and preferably 4%, (iii) a minimum term of not less than five (5) and preferably ten (10) years, and (iv) other terms no less favorable to UniSite than those that UniSite currently enjoys in the region in which such tower is proposed to be built, and (d) such tower will have the capacity to accommodate not less than four Broadband wireless service providers.
Sample 1

Related to Confidential Information shall

  • Company Confidential Information means information (including any and all combinations of individual items of information) that the Company has or will develop, acquire, create, compile, discover or own, that has value in or to the Company’s business which is not generally known and which the Company wishes to maintain as confidential. Company Confidential Information includes both information disclosed by the Company to me, and information developed or learned by me during the course of my employment with the Company. Company Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests of the Company, whether or not such information is identified as Company Confidential Information. By example, and without limitation, Company Confidential Information includes any and all non-public information that relates to the actual or anticipated business and/or products, research or development of the Company, or to the Company’s technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on which I called or with which I may become acquainted during the term of my employment), software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of premises, parts, equipment, or other Company property. Notwithstanding the foregoing, Company Confidential Information shall not include any such information which I can establish (i) was publicly known or made generally available prior to the time of disclosure by the Company to me; (ii) becomes publicly known or made generally available after disclosure by the Company to me through no wrongful action or omission by me; or (iii) is in my rightful possession, without confidentiality obligations, at the time of disclosure by the Company as shown by my then-contemporaneous written records; provided that any combination of individual items of information shall not be deemed to be within any of the foregoing exceptions merely because one or more of the individual items are within such exception, unless the combination as a whole is within such exception. I understand that nothing in this Agreement is intended to limit employees’ rights to discuss the terms, wages, and working conditions of their employment, as protected by applicable law.

  • Confidential Information means all information, facts, data and any other matters of which I acquire knowledge, either directly or indirectly, as a result of my EMA Activities.

  • Proprietary and Confidential Information means trade secrets, confidential knowledge, data or any other proprietary or confidential information of the Company or any of its affiliates, or of any customers, members, employees or directors of any of such entities, but shall not include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure to Executive by the Company or (ii) becomes publicly known and made generally available after disclosure to Executive by the Company other than as a result of a disclosure by Executive in violation of this Agreement. By way of illustration but not limitation, “Proprietary and Confidential Information” includes: (i) trade secrets, documents, memoranda, reports, files, correspondence, lists and other written and graphic records affecting or relating to any such entity’s business; (ii) confidential marketing information including without limitation marketing strategies, customer and client names and requirements, services, prices, margins and costs; (iii) confidential financial information; (iv) personnel information (including without limitation employee compensation); and (v) other confidential business information.

  • Seller Confidential Information has the meaning set forth in Section 6.4.3.

  • State Confidential Information means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information.

  • Purchaser Confidential Information means all confidential or proprietary documents and information concerning the Purchaser or any of its Representatives; provided, however, that Purchaser Confidential Information shall not include any information which, (i) at the time of disclosure by the Company, the Seller Representative or any of their respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by the Purchaser or its Representatives to the Company, the Seller Representative or any of their respective Representatives, was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Purchaser Confidential Information. For the avoidance of doubt, from and after the Closing, Purchaser Confidential Information will include the confidential or proprietary information of the Target Companies.

  • Customer Confidential Information means Confidential Information of the Customer provided to Computershare.

  • Buyer Confidential Information has the meaning set forth in Section 6.8(a).

  • Fund Confidential Information means Confidential Information for which the Fund is the Disclosing Party.

  • Confidential Information Breach This shall mean, generally, an instance where an unauthorized person or entity accesses Confidential Information in any manner, including but not limited to the following occurrences: (1) any Confidential Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2)one or more third parties have had access to or taken control or possession of any Confidential Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information; or (4) if there is a substantial risk of identity theft or fraud to the Client Agency, the Contractor, DAS or State.

  • Citizens Confidential Information means all information, data, and documentation, whether marked as confidential or not, disclosed to Vendor in the course of this Agreement that is either: (a) Protected under any applicable state or federal law (including Chapter 119, Florida Statutes; Sections 501.171, and 627.351(6), Florida Statutes; Chapter 69O-128, Florida Administrative Code; and, 15 U.S.C. § 6801 et seq.); (b) private information concerning Citizens’ employees or policyholders (including social security numbers, personal health information, personal credit information, banking information, drivers’ license numbers, personal email addresses, personal phone numbers, and home addresses); or, (c) related to any Citizens’ manuals, lists, operating and other systems or programs, business practices or procedures, insurance policies, claimants or claims, or any business, governmental, and regulatory matters affecting Citizens. “Citizens Confidential Information” does not include any information, data or documentation that: (a) is publicly available through no fault of Vendor or Vendor Staff; or, (b) Vendor developed independently without relying in any way on Citizens Confidential Information.

  • Business Confidential Information has the meaning set forth in Section 5.04(a).

  • Customer's Confidential Information means all Personal Data and any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel, and suppliers of the Customer, including all IPRs, together with all information derived from any of the above, and any other information clearly designated as being confidential (whether or not it is marked "confidential") or which ought reasonably be considered to be confidential;

  • Contractor's Confidential Information means any information, however it is conveyed, that relates to the business affairs, developments, trade secrets, know-how, Contractor’s Personnel and suppliers of the Contractor, including IPRs, together with all information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as "confidential") or which ought reasonably to be considered to be confidential, including the Commercially Sensitive Information.

  • Supplier's Confidential Information means any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, Know-How, personnel and suppliers of the Supplier, including IPRs, together with information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as "confidential") or which ought reasonably to be considered to be confidential;

  • Authority's Confidential Information means all Personal Data and any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel, and suppliers of the Authority, including all IPRs, together with all information derived from any of the above, and any other information clearly designated as being confidential (whether or not it is marked "confidential") or which ought reasonably be considered to be confidential;

  • Confidential Material means all information, in any form or medium, known or used by City or an Affiliate of the City which is not known to the general public, including, but not limited to, the know-how, trade secrets, strategic plans, technical information, product information, supplier information, customer information, financial information, marketing information and information as to business opportunities, methods and strategies and research and development of the City and its Affiliates. If and to the extent any Confidential Material is included in any report, assessment, diagram, memorandum or other document or copied or reproduced in any other form or medium, such report, assessment, diagram, memorandum, document or Confidential Material in such other form or medium will be deemed to be Confidential Material.

  • Company Information As defined in Section 4(a)(i).

  • Confidential or Proprietary Information means any secret, confidential or proprietary information of the Company or an affiliate (not otherwise included in the definition of a Trade Secret under this Employment Agreement) that has not become generally available to the public by the act of one who has the right to disclose such information without violation of any right of the Company or its affiliates.

  • Confidential personal information means any and all information or data protected by Privacy Laws, including (without limitation) information or data that: (a) is personal information or information about an identifiable individual (as more particularly defined in the applicable Privacy Laws) that was collected, used, disclosed or accessible to such party; or (b) is information from which an individual or individual’s identity can be ascertained either from the information itself or by combining the information with information from other sources available to the parties.

  • Proprietary Information shall have the same meaning as Confidential Information.

  • Confidential and Proprietary Information means any information that is classified as confidential in the Firm’s Global Policy on Confidential Information or that may have intrinsic value to the Firm, the Firm’s clients or other parties with which the Firm has a relationship, or that may provide the Firm with a competitive advantage, including, without limitation, any trade secrets; inventions (whether or not patentable); formulas; flow charts; computer programs; access codes or other systems information; algorithms; technology and business processes; business, product or marketing plans; sales and other forecasts; financial information; client lists or other intellectual property; information relating to compensation and benefits; and public information that becomes proprietary as a result of the Firm’s compilation of that information for use in its business, provided that such Confidential and Proprietary Information does not include any information which is available for use by the general public or is generally available for use within the relevant business or industry other than as a result of your action. Confidential and Proprietary Information may be in any medium or form, including, without limitation, physical documents, computer files or discs, electronic communications, videotapes, audiotapes, and oral communications.

  • Confidential Materials means all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable.

  • Confidential commercial information means records provided to the govern- ment by a submitter that arguably contain material exempt from release under Exemption 4 of the Freedom of Information Act, 5 U.S.C. 552(b)(4), be- cause disclosure could reasonably be expected to cause substantial competi- tive harm.

  • Confidential means confidential financial information concerning offeror’s organization and data that qualifies as a trade secret in accordance with the Uniform Trade Secrets Act NMSA 1978 57-3-A-1 to 57-3A-7. See NMAC 1.4.1.45. As one example, no information that could be obtained from a source outside this request for proposals can be considered confidential information.

  • Other Confidential Consumer Information The Contractor agrees to comply with the requirements of AHS Rule No. 08-048 concerning access to information. The Contractor agrees to comply with any applicable Vermont State Statute, including but not limited to 12 VSA §1612 and any applicable Board of Health confidentiality regulations. The Contractor shall ensure that all of its employees and subcontractors performing services under this agreement understand the sensitive nature of the information that they may have access to and sign an affirmation of understanding regarding the information’s confidential and non- public nature.