Confidentiality and Use of Information Sample Clauses

Confidentiality and Use of Information a) Contractor shall hold in trust for the District, and shall not disclose to any person, any confidential information. Confidential information is information which is related to the District’s research, development, trade secrets and business affairs; but does not include information which is generally known or easily ascertainable by nonparties through available public documentation. b) Contractor shall advise the District of any and all materials used, or recommended for use by Contractor to achieve the project goals, that are subject to any copyright restrictions or requirements. In the event Contractor shall fail to so advise the District and as a result of the use of any programs or materials developed by Contractor under this Contract the District should be found in violation of any copyright restrictions or requirements, or the District should be alleged to be in violation of any copyright restrictions or requirements, Contractor agrees to indemnify, defend and hold harmless, District against any action or claim brought by the copyright holder. c) Notwithstanding the above requirements, to the extent any records or documents associated with the Contractor’s services and/or the project are or become public records, they shall be subject to disclosure pursuant to the Public Records Act and applicable California law.
AutoNDA by SimpleDocs
Confidentiality and Use of Information a. CONSULTANT shall hold in trust for the DISTRICT, and shall not disclose to any person, any confidential information. Confidential information is information which is related to the DISTRICT’s research, development, trade secrets and business affairs; but does not include information which is generally known or easily ascertainable by nonparties through available public documentation. CONSULTANT shall advise the DISTRICT of any and all materials used, or recommended for use by CONSULTANT to achieve the project goals, that are subject to any copyright restrictions or requirements. In the event CONSULTANT shall fail to so advise the DISTRICT and as a result of the use of any programs or materials developed by CONSULTANT under this AGREEMENT the DISTRICT should be found in violation of any copyright restrictions or requirements, or the DISTRICT should be alleged to be in violation of any copyright restrictions or requirements, CONSULTANT agrees to indemnify, defend and hold harmless, DISTRICT against any action or claim brought by the copyright holder. b. Notwithstanding the above requirements, to the extent any records or documents associated with the CONSULTANT’s services and/or the project are or become public records, they shall be subject to disclosure pursuant to the Public Records Act and applicable California law.
Confidentiality and Use of Information. (a) Except as provided in subsection (c) or (d), each Partner shall, and shall cause each of its Affiliates and its and their respective partners, shareholders, directors, officers, employees and agents (collectively, “Related Persons”) to, keep secret, retain in strictest confidence, and not distribute, disseminate or disclose any and all Confidential Information except to (i) the Partnership and its officers and employees, (ii) any lender to the Partnership or (iii) any Partner or any of their respective Affiliates or other Related Persons on a “need to know” basis in connection with the transactions leading up to and contemplated by this Agreement and the operation of the Partnership, and such Partner disclosing Confidential Information pursuant to this Section 13.1(a) shall use, and shall cause its Affiliates and other Related Persons to use, such Confidential Information only for the benefit of the Partnership in conducting the Partnership’s business or for any other specific purposes for which it was disclosed to such party; provided that the disclosure of financial statements of, or other information relating to the Partnership shall not be deemed to be the disclosure of Confidential Information (x) to the extent that any Partner (or its ultimate parent entity) deems it necessary to disclose such information in connection with a proposed strategic transaction, (y) to the extent that any Partner (or its ultimate parent entity) deems it necessary, appropriate or customary pursuant to law, regulation or stock exchange rule (in the reasonable good faith judgment of such parent entity) to disclose such information in or in connection with (i) filings with the SEC or a stock exchange, (ii) press releases disseminated to the financial community, (iii) presentations to lenders, (iv) discussions with underwriters for the Partnership’s public debt offerings, (v) presentations to ratings agencies or (vi) information disclosed to similar audiences or (z) to the extent that in order to sustain a position taken for tax purposes, any Partner (or former partner in the Partnership if such disclosure is with respect to periods in which such Person was a partner in the Partnership) deems it necessary and appropriate to disclose such financial statements or other information. All Confidential Information disclosed in connection with the Partnership or pursuant to this Agreement shall remain the property of the Person whose property it was prior to such disclosure unles...
Confidentiality and Use of Information. Consultant shall hold in trust for the District, and shall not disclose to any person, any confidential information. Confidential information is information which is related to the District's research, development, trade secrets and business affairs, but does not include information which is generally known or easily ascertainable by nonparties through available public documentation.
Confidentiality and Use of Information. 1. Any information communicated in whatever form pursuant to this Agreement shall be of a confidential nature. It shall be covered by the obligation of official secrecy and shall enjoy the protection extended to the same kind of information under the national legislation in force in the territory of the State of the Contracting Party that received it. 2. Where personal data are exchanged under this Agreement, the Contracting Parties shall ensure a standard of data protection at least equivalent to that resulting from the implementation of the principles mentioned in the Annex to this Agreement, which is an integral part of the Agreement. 3. Any information received under this Agreement shall be used solely for the purposes of this Agreement including the use in judicial or administrative proceedings concerning the respective customs offence. 4. The information received shall not be used for purposes other than those specified in this Agreement, without the written consent of the Customs Administration, which provided that. These provisions are not applicable to information concerning offences relating to narcotic drugs, psychotropic substances and precursors. Such information may be directly communicated to other state authorities involved in the combating of illicit drug trafficking. 5. Furthermore, due to the obligations deriving to the Republic of Austria as a Member State of the European Union, the provisions referred to in paragraph 4 do not exclude that the information received may, if so required, be conveyed to the European Commission and to the other Member States of the European Union.
Confidentiality and Use of Information. Any information communicated in whatsoever form pursuant to this Agreement shall be of a confidential nature. It shall be covered by the obligation of official secrecy and shall enjoy the same protection extended under the relevant laws relating to the same kind of information applicable in the Contracting Party, which received it.
Confidentiality and Use of Information a.) Contractor shall hold in trust for the District, and shall not disclose to any person, any confidential information. Confidential information is information which is related to the District's research, development, trade secrets and business affairs; but does not include information which is generally known or easily ascertainable by nonparties through available public documentation. b.) Contractor shall advise District of any and all materials used, or recommended for use by Contractor to achieve the project goals, that are subject to any copyright restrictions or requirements. In the event Contractor shall fail to so advise District and, as a result of the use of any programs or materials developed by Contractor under this Agreement, District should be found in violation of any copyright restrictions or requirements, or District should be alleged to be in violation of any copyright restrictions or requirements, Contractor agrees to indemnify, defend and hold harmless, District against any action or claim brought by the copyright holder.
AutoNDA by SimpleDocs
Confidentiality and Use of Information. (a) Consultant shall hold in trust for the District, and shall not disclose to any person, any confidential information. Confidential information is information which is related to the District's research, development, trade secrets and business affairs, but does not include information which is generally known or easily ascertainable by nonparties through available public documentation. (b) Consultant shall advise District of any and all materials used, or recommended for use, by Consultant to achieve the project goals that are subject to any copyright restrictions or requirements. In the event Consultant shall fail to so advise District and, as a result of the use of any programs or materials developed by Consultant under this Agreement, District should be found in violation of any copyright restrictions or requirements, Consultant agrees to indemnify and defend District against any action or claim brought by the copyright holder.
Confidentiality and Use of Information. 14.1 The Receiving Party agrees to keep confidential, and not to use or disclose, other than as permitted by the Agreement, any Confidential Information of the Disclosing Party. 14.2 The Receiving Party must take all steps and do all such things as may be reasonably necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the Disclosing Party. 14.3 The Receiving Party may disclose Confidential Information of the Disclosing Party: (a) to Personnel to the extent reasonably required for the Receiving Party to exercise its rights or perform its obligations under the Agreement; and (b) as required by Law, a regulatory authority, a court or the rules of any applicable stock exchange. 14.4 The Receiving Party must ensure that the Disclosing Party’s Confidential Information is kept confidential by the Receiving Party’s Personnel. 14.5 If the Receiving Party is required to disclose any Confidential Information in accordance with clause 14.3(b) then, to the extent possible, the Receiving Party must before doing so: (a) notify the Disclosing Party and provide the details of the proposed disclosure; (b) give the Disclosing Party a reasonable opportunity to take any steps the Disclosing Party considers necessary to protect the confidentiality of that information; (c) provide any assistance reasonably required by the Disclosing Party to protect the confidentiality of that information; and (d) notify the person to whom the Confidential Information is disclosed that the information is Confidential Information of the Disclosing Party. 14.6 The obligations in clauses 14.1 and 14.2 do not apply to Confidential Information that is: (a) in the public domain otherwise than as a result of a breach of the Agreement or another obligation of confidence; (b) created by the Receiving Party (whether alone or jointly with any person) independently of the Disclosing Party's Confidential Information (if the Receiving Party has evidence in writing that the information falls within this exception); or (c) already known by the Receiving Party independently of its involvement in the Agreement or its interaction with the Disclosing Party and free of any obligation of confidence. 14.7 If, at any time, we are not satisfied that you have adequate practices in place to protect our Confidential Information, we may require your Personnel to execute a deed of confidentiality in a form satisfactory to us (acting reasonably) and in these circumstance...
Confidentiality and Use of Information. 5.1 The provision of information by either Party to the other pursuant to this Agreement shall be made in good faith by the Party disclosing such information but without any liability for or warranty as to the accuracy or completeness of such information. If either Party acts upon information provided by the other, that Party shall do so at its own risk. 5.2 For the purposes of this Agreement, in relation to a PartyConfidential Information” means the terms of this Agreement and any information disclosed to that Party by the other (whether orally or in writing or in some other permanent form) in connection with this Agreement, which at the relevant time:
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!