Restrictions on Use and Disclosure. Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, to the extent such restriction may affect Business Associate’s use or disclosure of PHI.
Restrictions on Use and Disclosure. Except as required by Executive's duties hereunder, Executive shall never, directly or indirectly, use, publish, disseminate or otherwise disclose any Confidential Information or Inventions which are the subject of Section 7.1 without the prior written consent of the Board, except as required by law. Nothing in this Section shall prevent disclosure of information which has been completely disclosed in a published patent or other integrated publication of general circulation, nor shall this Section govern the right to use Inventions for which a patent may have been issued.
Restrictions on Use and Disclosure. Recipient may use Confidential Information of Owner only for the purposes of this Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. Recipient may disclose Confidential Information received hereunder only as reasonably required to perform its obligations under this Agreement and only to its employees who have a need to know for such purposes and who are bound by signed, written agreements to protect the received Confidential Information from unauthorized use and disclosure.
Restrictions on Use and Disclosure. Neither Upland nor Customer shall disclose to any third party any information provided by the other party pursuant to or in connection with the Agreement that the disclosing party identifies as being proprietary or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary or confidential (such information, “Confidential Information”), and shall make no use of such Confidential Information, except under and in accordance with the Agreement. The receiving party shall take reasonable precautions (using no less than a reasonable standard of care) to protect the disclosing party’s Confidential Information from unauthorized access or use. Each party may disclose Confidential Information to its Affiliates and service providers, and its Affiliates and service providers may use such information, in each case solely for purposes of the Agreement. Each party shall be liable for any breach of its obligations under this Section 6 that is caused by an act, error or omission of any such Affiliate or service provider. Confidential Information includes information disclosed by the disclosing party with permission from a third party, and combinations of or with publicly known information where the nature of the combination is not publicly known. Upland’s Confidential Information includes information regarding Application, Upland’s processes, methods, techniques and know-how relating to identity management, user authentication or user authorization, Documentation, product roadmaps, pricing, marketing and business plans, financial information, information security information, Upland’s certifications, and Personal Data of Upland personnel. Customer’s Confidential Information includes its proprietary workflows and processes, systems architecture, marketing and business plans, financial information, information security information, information pertaining to Customer’s other suppliers, and Personal Data of Customer’s personnel. This Section 6 does not apply to Upland’s obligations regarding use and protection of Customer Data; those obligations are specified in Section 7 (Data Protection).
Restrictions on Use and Disclosure. Employee agrees not to use or disclose at any time after the date hereof, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Employer, any Confidential Information which is or was obtained or acquired by Employee while in the employ of Employer or any subsidiary or affiliate of Employer, provided, however, that this provision shall not preclude Employee from (i) the use or disclosure of such information which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order Employee will have given Employer three (3) business days' written notice (or, if disclosure is required to be made in less than three (3) business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith.
Restrictions on Use and Disclosure. Owner and Vendor agree to hold Confidential Information supplied to the Receiving Party by the Disclosing Party in confidence for a period commencing with the Effective Date and ending three (3) years from the date of Final Completion or termination of the Agreement, whichever is earlier, and to use such Confidential Information only for purposes of the Project. The provisions of this Section 6.2 shall not apply to information within any one of the following categories:
(i) information that was in the public domain evidenced by printed publication or similar proof prior to Receiving Party’s receipt thereof from the Disclosing Party, or that subsequently becomes part of the public domain by publication or otherwise except by the Receiving Party’s wrongful act; however, this exception (i) shall not apply if the Disclosing Party notifies the Receiving Party that it has written documentation that the disclosed information was made public by a third party in violation of a confidentiality obligation between such third party and the Disclosing Party;
(ii) information that the Receiving Party can show was in its possession in writing or other documentary or recorded form prior to its receipt from the Disclosing Party through no breach of any confidentiality obligation on the part of the Receiving Party;
(iii) information received by the Receiving Party from a third party that did not have a confidentiality obligation with respect to the Receiving Party; or
(iv) information independently developed by the Receiving Party that can be documented in writing. Detailed information, or information in combination with other information, shall not be excluded from the confidentiality obligations contained herein for the sole reason that such detailed information or combined information is a part of more general information falling within sub-paragraphs (i) through (iv) or Section 6.4.
Restrictions on Use and Disclosure. I will not, during or at any time after the termination of my employment with the Company, use or reproduce any Proprietary Information, except in the course of performing my duties as an employee of the Company. I also will not disclose or deliver, directly or indirectly, any Proprietary Information to any person or entity, except in the course of performing my duties as an employee of the Company and with the Company’s consent. I will use my best efforts to prevent the unauthorized reproduction, disclosure or use of Proprietary Information by others.
Restrictions on Use and Disclosure. I agree that, during my employment and at all times thereafter, I will hold the Proprietary Information in strict confidence and I will not use, reproduce, disclose or deliver, directly or indirectly, any Proprietary Information except to the extent necessary to perform my duties as an employee of the Company or as permitted by a duly authorized representative of the Company. I will use my best efforts to prevent the unauthorized use, reproduction, disclosure or delivery of Proprietary Information by others.
Restrictions on Use and Disclosure. The Executive ---------------------------------- acknowledges that the Confidential Information is valuable and proprietary to the Company (or to third parties that have entrusted Confidential Information to the Company), and, except as required by the Executive's duties hereunder, the Executive shall not at any time, directly or indirectly, use, copy, publish, summarize, disseminate, describe or otherwise disclose any Confidential Information or Developments without the prior written consent of the Company.
Restrictions on Use and Disclosure. Neither Party will disclose or use the other Party's Confidential Information without the prior written consent of such other Party. In addition, each Party agrees to maintain in confidence and protect the other Party's Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in all events at least a reasonable degree of care. Each Party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other Party's Confidential Information, including, without limitation, disclosing Confidential Information only to its Representatives (i) having a need to know such information for purposes of performing such Party’s duties and obligations under, and exercising such Party’s rights hereunder in accordance with the terms and conditions of, the Master Agreement; (ii) who are bound to such Party under appropriate written agreements that impose on such Representatives non-disclosure and restricted use obligations with respect to the other Party’s Confidential Information that are at least as stringent as those imposed on such Party herein; and (iii) who are informed of the obligations imposed on such Party under this Article 9 (Confidentiality). Each Party is liable to the other Party for all acts and omissions of such Party’s Representatives in connection with the Master Agreement and all Order Forms, including without limitation any such acts and omissions, which, if performed or not performed, as the case may be, by such Party would constitute a breach of or default under the Master Agreement or an Order Form by such Party. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that, to the extent not prohibited by such order, requirement, or applicable law, the Party required to make such a disclosure (i) shall give reasonable notice to the other Party to enable such other Party to contest such order or requirement and (ii) shall reasonably cooperate with such other Party, at such other Party’s sole expense, in connection therewith. The provisions of this Article 9 (Confidentiality) will survive the termination or expiration of the Master Agreement.
