CONFIDENTIALITY AND NONDISCLOSURE definition

CONFIDENTIALITY AND NONDISCLOSURE. Neither party will disclose the existence or the terms of this term sheet or the Definitive Agreement without the prior written consent of the other party, subject to the requirements of applicable law. If a public announcement is to be made (because it is required by law or because the parties so agree), the parties will work together on a statement that is acceptable to both, and will work diligently to coordinate their disclosures with respect to the subject matter of any arrangements between them. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. IMPROVEMENTS, AND COMPETING PRODUCTS: ALZA will have the right to market all improvements, including formulation or similar changes, to the Product. During the term of the Definitive Agreement, Alkermes will not develop for sale in the Territory or commercialize or have commercialized in the Territory (or assist in any activities directed thereto), either alone or with a third party other than ALZA, any other bradykinin-based product, or any other product intended to increase the flow of drugs through or across the blood brain barrier, except pursuant to Alkermes' existing transferrin receptor-mediated delivery program.
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Examples of CONFIDENTIALITY AND NONDISCLOSURE in a sentence

  • PageClause or itemProposal Signed Date Name Position Tenderer Form C13: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT between AIRPORTS COMPANY SOUTH AFRICA SOC LIMITED(Registration No. 1993/004149/30)(“Airports Company”) ofRiverwoods Office Park 24 Johnson Road Bedforview Johannesburg AND [NAME OF SERVICE PROVIDER](Registration No: )(“ ”) of [Service Providers Address] 1.

  • CONFIDENTIALITY AND NONDISCLOSURE Privacy Act of 1974, as amended, 5 U.S.C. § 552a.

  • CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT Vendor has obtained or may need to obtain confidential information from the County or its licensors, contractors or suppliers in connection with the provision of Services to the County or the discussions of such a proposed relationship.

  • Sections (LIMITATIONS/RESTRICTIONS) (CONFIDENTIALITY AND NON-DISCLOSURE) (OWNERSHIP), (PRIVACY), (LIMITED WARRANTY), (DISCLAIMER), (LIMITATIONS OF LIABILITY) (OTHER PROVISIONS) will survive the termination of this Agreement, howsoever caused, and this will not imply or create any continued right for You to Use the Product or any part of the Product after termination of this Agreement.

  • This form must be used for submitting questions, requests for clarifications, and concerns regarding the STATE OF IDAHO STANDARD TERMS AND CONDITIONS, PSO CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (Attachment 7 to this Solicitation), or the Special Terms and Conditions of this Solicitation.

  • CONFIDENTIALITY AND NON-DISCLOSURE Confidentiality and Nondisclosure: General Agreement NAPO, Inc., doing business as the National Association of Productivity and Organizing Professionals (“NAPO”), is willing to provide you with confidential and proprietary NAPO information (“the Information”) relating to your specific Board, committee, or task force volunteer efforts.

  • FTR-Only Customers are not eligible for weekly billing arrangements for Non-Hourly Charges.Re: Requested Billing Adjustment CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT The ISO (“Provider”) agrees to make available, pursuant to Section 6 of the ISO New England Billing Policy, to(“Recipient”) confidential and proprietary information (Confidential Information”) relevant to resolution of the Requested Billing Adjustment and any appeals thereof as provided for in said Section 6.

  • Thus, the garden‐based society network is established, the network varies a lot in different gardens.

  • CONFIDENTIALITY AND NON-DISCLOSURE Governing Council members, consultants, staff, and others who represent SNA shall maintain the confidentiality of all discussions, decisions, exam items, and actions.

  • Re: Requested Billing Adjustment CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT The ISO (“Provider”) agrees to make available, pursuant to Section 6 of the ISO New England Billing Policy, to(“Recipient”) confidential and proprietary information (Confidential Information”) relevant to resolution of the Requested Billing Adjustment and any appeals thereof as provided for in said Section 6.

Related to CONFIDENTIALITY AND NONDISCLOSURE

  • Confidentiality Agreements shall have the meaning set forth in Section 6.7 hereof.

  • Nondisclosure Agreement has the meaning specified in Section 11.07.

  • Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Borrower and the Agent.

  • Existing Confidentiality Agreement has the meaning set forth in Section 4.01.

  • Confidentiality Agreement has the meaning set forth in Section 6.3.

  • Non-Disclosure Agreement has the meaning set forth in Section 12.16.

  • Confidentiality means that only people who are authorised to use the data can access it.

  • Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable in the aggregate to the Company, than those contained in the Confidentiality Agreement; provided, that such agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting the Company from satisfying its obligations under this Agreement.

  • Confidentiality Period means, (A) with respect to Confidential Information (other than trade secrets), during the term of the Service Term and for a period of one (1) year after termination of the Service Term, and (B) with respect to trade secrets, during the term of the Service Term and for such period thereafter as the information in question falls within the definition of trade secrets under prevailing law.

  • Noncompetition Agreement shall have the meaning set forth in Section 5.9 of this Agreement.

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.

  • Noncompetition Agreements as defined in Section 2.4(a)(iv).

  • 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.

  • Disparagement means making comments or statements to the press, the Company’s or its Affiliates’ employees, consultants or any individual or entity with whom the Company or its Affiliates has a business relationship which could reasonably be expected to adversely affect in any manner: (a) the conduct of the business of the Company or its Affiliates (including, without limitation, any products or business plans or prospects); or (b) the business reputation of the Company or its Affiliates, or any of their products, or their past or present officers, directors or employees.

  • 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.

  • Non-Disclosure Term shall have the meaning set forth in Section 25.3.4 of this Agreement.

  • Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

  • Non-Competition Agreement has the meaning set forth in Section 2.1 of this Agreement.

  • Non-Competition Agreements has the meaning set out in Section 7.1.1.7;

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

  • 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.

  • 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.

  • 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.

  • Competitions means any competition comprised within the Event where the winner is awarded a prize. A Competition may be comprised of one or more qualification phase/sections, runs or heats, including official training sessions. In the FIS Rules, Competitions are sometimes also referred to as “races”.

  • 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.

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