Non-Disclosure and Confidentiality. The Participant will not make known to any Competitor and/or any member, manager, officer, director, employee or agent of a Competitor, the Business Contacts of Employer. The Participant further covenants and agrees that at all times during Participant’s employment with the Company, and at all times thereafter, Participant shall not, without the prior written consent of the Company’s Chief Executive Officer, Chief Operating Officer or General Counsel in each and every instance—such consent to be within the Company’s sole and absolute discretion—use, disclose or make known to any person, entity or other third party outside of the Employer any Confidential Information belonging to Employer or its individual members. Notwithstanding the foregoing, the provisions of this paragraph shall not apply to Confidential Information: (A) that is required to be disclosed by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) in any litigation, arbitration, mediation or legislative hearing, with jurisdiction to order Participant to disclose or make accessible any information, provided, however, that Participant provides Company with ten (10) days’ advance written notice of such disclosure to enable Company to seek a protective order or other relief to protect the confidentiality of such Confidential Information; (B) that becomes generally known to the public or within the relevant trade or industry other than due to Participant’s or any third party’s violation of this Section 3.10 or other obligation of confidentiality; or (C) that becomes available to Participant on a non-confidential basis from a source that is legally entitled to disclose it to Participant.
Non-Disclosure and Confidentiality. Each party hereunder may disclose to the other certain Confidential Information of such party or of such party’s associated companies, suppliers, or principals. The Term “Confidential Information” means the MLS Databases and the MLS Content, as well as any other information or data that is of value to its owner, that is clearly designated (in writing) as being confidential and is otherwise treated by its owner as confidential
Non-Disclosure and Confidentiality. (a) Executive acknowledges that, by the nature of his duties, he will or may have access to and become informed of confidential, proprietary, and highly sensitive information relating to Bank and which is a competitive asset of Bank, including, without limitation, information pertaining to: (i) the identities of Bank's existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of Bank's existing and prospective customers or clients; (iii) financial information about Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, Bank's employees; (vi) the identities of and pricing information about Bank's suppliers and vendors; (vii) training programs developed by Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) Bank's financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of Bank and its suppliers and vendors; and (xiv) computer programs and software developed by Bank or its consultants.
Non-Disclosure and Confidentiality. 9.1 In connection with the investment by the Purchaser in the Note contemplated hereunder (the "Transaction"), the Company will furnish to the Purchaser certain information that is either non-public, confidential or proprietary in nature (the "Confidential Information").
Non-Disclosure and Confidentiality. 9.1. All Personal Data received by the Processor from the Controller and/or compiled by the Processor within the framework of this Data Processing Agreement is subject to a duty of confidentiality vis-à-vis third parties.
Non-Disclosure and Confidentiality. (a) Each party hereunder may disclose to the other certain Confidential Information of such party or of such party’s associated companies, suppliers, or Users. The Term “Confidential Information” means the MLS Databases and the MLS Content, as well as any other information or data that is of value to its owner, that is clearly designated (in writing) as being confidential and is otherwise treated by its owner as confidential. Notwithstanding the foregoing, Confidential Information does not include information that is (i) generally available to the public; (ii) already in the possession of the recipient without restriction; (iii) received from a third party without an obligation of confidentiality; (iv) developed independently by the recipient without reference to the discloser’s Confidential Information; (v) subject to written consent of the party which supplied such information authorizing disclosure; or (vi) required to be disclosed by the receiving party by applicable law or legal process, provided that the receiving party shall immediately notify the other party so that it can take steps to prevent its disclosure.
Non-Disclosure and Confidentiality. (a) Executive agrees that Executive will keep secret and maintain in confidence all confidential information of the Company and will not use such information other than for the Company's benefit or disclose such information to anyone outside of the Company, either during or after Executive's employment with the Company.
Non-Disclosure and Confidentiality. 9.1. All personal data received by the Processor from the Controller and/or compiled by the Processor within the framework of this Data Processing Agreement is subject to a duty of confidentiality vis-à-vis third parties.
Non-Disclosure and Confidentiality. 9.1 Persons employed by or working for the Processor, as well as the Processor themselves, are obliged to maintain confidentiality with regard to the personal data of which they can take cognizance, except insofar as a provision prescribed by or pursuant to the law makes it obligatory. The employees of the Processor sign a confidentiality statement to this effect.
Non-Disclosure and Confidentiality. Each Party agrees that the arrangements contained herein are confidential and shall not be disclosed to any other person or entity without the written consent of all Parties hereto (unless ordered to do so by a court of competent jurisdiction or otherwise required by applicable law or the rules and regulations of each stock exchange upon which the securities of any of the Parties is listed). The Parties acknowledge that each has received certain documents, materials and other information during the course of their respective evaluation and negotiation of this Agreement that are confidential in nature (the “Confidential Information”). Each of the Parties agrees that it shall not at any time utilize any Confidential Information made available to it pursuant to this Agreement except for the purpose of promoting the goals of or completing this Transaction, nor shall any receiving Party, directly or indirectly, disclose such Confidential Information regarding the others to any person or entity; provided, however, the receiving Party may disclose Confidential Information to members of its and its Affiliates’ boards of directors, managers, management employees, physicians and advisors with a need to know, subject to the conditions that the receiving Party: (a) notify such board members, managers, management employees, physicians and advisors that such Confidential Information is subject to the terms of a confidentiality agreement and (b) obtain such person’s agreement to maintain the confidentiality of such Confidential Information. For purposes of this Agreement, Confidential Information shall not include any information which: (1) a Party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other; (2) is known to the public and did not become so known through the fault of the receiving Party; (3) becomes known to the public through no fault of the receiving Party; (4) is later lawfully acquired by a Party from other sources; (5) is required to be disclosed pursuant to the provisions of any state or United States statute or regulation issued by a duly authorized agency, board or commission thereof; or (6) is required to be disclosed by rule or order of any court of competent jurisdiction or otherwise required by law to be disclosed. Any information included in the Purchased Assets and Assumed Liabilities that was Sellers’ “Confidential Information” shall be deemed to be Purchaser’s “Confidential Information” immediately u...
