Manager Confidential Information definition

Manager Confidential Information has the meaning set forth in Section 5 hereof.

Manager Confidential Information means any and all nonpublic or confidential information provided by or on behalf of Manager in the performance of the Services, including under Section 5.10(c) (in each case irrespective of the form of communication and whether such information is furnished on or after the date hereof).

Manager Confidential Information means confidential or proprietary information relating to Manager’s or any of its Affiliates’ (other than Tenant’s) businesses that derives value, actual or potential, from not being generally known to others, including all Proprietary Information and Systems, proprietary Manuals, confidential fees and confidential terms of all Centralized Services and any confidential or proprietary documents and information specifically designated by Manager in writing as confidential or proprietary to which Tenant and Landlord obtain access solely by virtue of the relationship between the Parties; provided that “Manager Confidential Information” shall not include Property Specific Guest Data or Guest Data or any information that Tenant independently possesses solely in its capacity as a member of Services Co.

Examples of Manager Confidential Information in a sentence

• Manager acknowledges that a Leasehold Lender or Landlord’s Lender may disclose such information to the same extent and subject to the same restrictions as are applicable to Tenant with respect to Manager Confidential Information under Article VIII of this Agreement (including to any actual or potential landlords (including Landlord and actual or potential purchasers of the relevant Landlord Mortgage or any interest therein)).

• Manager acknowledges that a Lender may disclose such information to the same extent and subject to the same restrictions as are applicable to the Owner with respect to Manager Confidential Information under Article VIII of this Agreement (including to any actual or potential purchasers of the relevant Mortgage or any interest therein).

• Owner acknowledges that Manager will provide certain Manager Confidential Information to Owner in connection with the Operation of the Managed Facilities, and that such Manager Confidential Information is proprietary to Manager and its Affiliates, and includes trade secrets.

• If Owner is required by a judicial or administrative order to disclose any Manager Confidential Information, Owner will promptly notify Manager thereof, consult with Manager on the advisability of taking steps to resist or narrow such request and cooperate with Manager in any attempt it may make to obtain an order or other assurance with confidential treatment will be accorded to the Manager Confidential Information disclosed.

• The Company agrees to (i) inform each of its Company Permitted Disclosure Parties of the non-public nature of the Manager Confidential Information and to direct such Persons to treat such Manager Confidential Information in accordance with the terms hereof and (ii) not disclose any Manager Confidential Information to its Company Permitted Disclosure Parties upon the expiration or nonrenewal of this Agreement in accordance with Section 10.

More Definitions of Manager Confidential Information

Manager Confidential Information means valuable, non-public competitively sensitive data and information relating to Manager's or Parent's business other than Trade Secrets (which shall have the meaning given that term under applicable law) that is not generally known by or readily available to competitors of Manager, including, without limitation, computer software and management information systems provided by Manager, practice acquisition targets, strategic expansion plans contracting and payor negotiations, managed care contracting strategies and fees, rates, exclusions and other payor contract features.

Manager Confidential Information shall include the following: (a) all documents and other materials, including but not limited to, all memoranda, clinical manuals, handbooks, production books, educational material and audio or visual recordings, which contain information relating to the operation of the Group or its programs (excluding written materials distributed to patients in the operation of the Group as promotion for the Group), (b) all methods, techniques and procedures utilized in providing services to the Group’s patients not readily available through sources in the public domain, and (c) all trademarks, trade names, service marks, or protected software of Manager and their related data files. For purposes of this Agreement, the term “Group Confidential Information” shall include the following: (i) financial information of Group, (ii) medical records of patients receiving services from the Group, (iii) data relating to patient care and outcomes (whether individually identifiable with respect to any one patient or aggregated with information relating to multiple patients), (iv) risk management records, and (v) such other information that specifically pertains to Group and is proprietary to Group. Notwithstanding anything herein to the contrary, unless otherwise specified under applicable law, Group shall be deemed the “records owner,” as such term is defined under applicable state law, of all patient records at the Group.

Manager Confidential Information means any and all information of Manager, whether or not such information is designated as being confidential or proprietary, but shall exclude any information that Company is able to demonstrate (a) was in the public domain through no fault of Company, its Agents or its Affiliates when it was used or disclosed by Company; (b) was known by Company prior to the time it was first disclosed to or was first obtained by Company or its Agents or Affiliates from Manager or pursuant to this Agreement; (c) was independently developed by Company or any of its Agents or Affiliates prior to the time Manager or such Agent or Affiliate first obtained access to such information or such information was furnished or otherwise made available to Company or such Agent or Affiliate by Manager or in connection with or pursuant to this Agreement; or (d) was disclosed to or obtained by Company or any Agent or Affiliate thereof, from a Person that Company or such Agent or Affiliate did not know, and did not have reason to know, was subject to a confidentiality or fiduciary obligation to Manager. Without limiting the generality of the foregoing, Manager Confidential Information shall not include financial information related to Company.

Manager Confidential Information means information relating to Manager’s business that derives value, actual or potential, from not being generally known to others, including all Manager Proprietary Software, Customer Data, Manuals and any documents and information specifically designated by Manager orally or in writing as confidential or which, by its nature, would reasonably be understood to be confidential or proprietary.

Manager Confidential Information shall include the following: (a) all documents and other materials primarily developed by the Manager, including but

Manager Confidential Information means confidential or proprietary information relating to Manager’s or any of its Affiliates’ businesses that derives value, actual or potential, from not being generally known to others, including all Proprietary Information and Systems, proprietary Manuals, Guest Data, confidential fees and confidential terms of all Centralized Services and any confidential or proprietary documents and information (a) specifically designated by Manager in writing as confidential or proprietary or (b) would by its nature reasonably be understood to be confidential or proprietary to Manager, CEC, CEOC, CERP or any of their respective Affiliates, in each case to which Owner obtains access by virtue of the relationship between the Parties; provided that “Manager Confidential Information” shall not include Managed Facilities Guest Data.

Manager Confidential Information means information, advice or know-how, whether tangible or intangible and in whatever form or medium and however disclosed, provided or communicated to any of the Tribal Parties with respect to any player tracking or other business management or operations tool, other than any such information, advice or know-how that (i) is or becomes publicly known or available other than as a result of acts by the Tribal Parties in violation of this Agreement, (ii) is known to or in the possession of the Tribal Parties prior to disclosure by Manager, (iii) is or becomes available to the Tribal Parties from third persons that to the Tribal Parties’ knowledge are not bound by a confidentiality agreement with Manager prohibiting such disclosure or (iv) is independently created or developed by the Tribal Parties without the aid, application or use of the Manager Confidential Information disclosed.