Transferred Confidential Information definition

Transferred Confidential Information means all (a) information, written or oral, that is confidential or proprietary, or is not otherwise generally available to the public, including all Intellectual Property Assets, constituting or related to the Purchased Assets or the business of operating the University as currently conducted and as contemplated to be conducted and (b)
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Transferred Confidential Information means all (a) information, written or oral, that is confidential or proprietary, or is not otherwise generally available to the public, including all Intellectual Property Assets, constituting or related to the Purchased Assets or the business of operating the University as currently conducted and as contemplated to be conducted and (b) “Confidential Information” under the Confidentiality Agreement.
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Transferred Confidential Information consists of all Proprietary Information that is a Transferred Asset (whether retained in possession of the Seller or any of its Affiliates or any of their employees other than the Transferred Employees and whether or not retained on any Excluded Asset after the Closing), except to the extent such information would cease to be Proprietary Information pursuant to the Confidentiality Agreement and (y) “Seller Continuing Confidential Information” consists of all Proprietary Information of the Seller or its Affiliates that is not a Transferred Asset (whether in possession of any Transferred Employee or the Buyer or any of its Affiliates before or after the Closing Date and whether or not disclosed to the Buyer or any Affiliate on any Transferred Asset), except to the extent such information would cease to be Proprietary Information pursuant to the Confidentiality Agreement.
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Examples of Transferred Confidential Information in a sentence

  • Transferred Confidential Information shall not include, information which: (i) is publicly available at the time of disclosure; (ii) becomes public domain after disclosure through no act of DIVI or its assigns in breach hereof.

  • DIVI shall exercise a reasonable degree of care in safeguarding the Transferred Confidential Information against loss, theft or other inadvertent disclosure and in any event a standard no less than the degree of care it applies to its own confidential information and take all reasonable steps necessary to ensure the confidentiality thereof.

  • Seller recognizes and agrees that all documents and objects containing any Transferred Confidential Information, whether developed by Seller or by someone else for Seller, will after the Closing Date become the exclusive property of Purchaser.

  • In the event that such protective order or other remedy is not obtained and Purchaser has not consented in writing to such disclosure, and Seller is, in the reasonable opinion of its counsel, compelled to disclose the Transferred Confidential Information to any tribunal or else stand liable for contempt or other penalty, Seller may furnish only that portion of the Transferred Confidential Information that Seller is advised by counsel is legally required.

  • Sellers acknowledge that the Transferred Confidential Information of Sellers is valuable and proprietary to the Retail Store Insurance Business and, after the Closing Date, agree not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose to any Third Party any Transferred Confidential Information without the prior written consent of Buyer, except as required by Law or as requested by any Governmental Authority.

  • In the case of LSI as the Receiving Party, the exception in clause (ii) in this Section 2.4 will apply to Transferred Confidential Information only to the extent such Transferred Confidential Information is provided to LSI or any of its Affiliates or Representatives after the Closing Date.

  • Sellers recognize and agree that all documents and objects containing any Transferred Confidential Information, whether developed by Sellers or by someone else for Sellers, will after the Closing Date become the exclusive property of Buyer.

  • In the event that Swiss Interactive obtains notice that it has retained any Transferred Confidential Information following Closing, it shall upon Esports Entertainment’s request, promptly provide to Esports Entertainment all such Transferred Confidential Information.

  • The Recipient hereby warrants it will not make any reproductions of Transferred Confidential Information (TCI), fully or in part, in original or modified form, without obtaining prior permission from ITG.

  • The Recipient hereby acknowledges that the Transferred Confidential Information is provided "as is" by ITG, without any warranties, expressed or implied, regarding its accuracy, completeness, or suitability.


More Definitions of Transferred Confidential Information

Transferred Confidential Information means the Confidential Information in the possession or under the control of Swiss Interactive that relates solely to the Transferred Software, other than the Excluded Transferred Confidential Information.
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Transferred Confidential Information means all “Confidential Information” /”Evaluation Material” as defined in the Confidentiality Agreement] which relates solely and exclusively to the Retail Store Insurance Business, but excluding any Excluded Books and Records.
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Transferred Confidential Information means the Fab Intellectual Property and Fab Information as defined in the Asset Purchase Agreement. The Transferred Confidential Information will be Confidential Information of ON.
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Transferred Confidential Information has the meaning ascribed thereto in clause 14.4. “Transition Plan” has the meaning ascribed thereto in clause 12.8.
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Transferred Confidential Information means all trade secrets and any and all other information not publicly available or generally available to the industry which relates solely and exclusively to the UCBSG Business. Seller recognizes and agrees that all documents and objects containing any Transferred Confidential Information, whether developed by Seller or by someone else for Seller, will after the Closing Date become the exclusive property of Purchaser. In the event that Seller is requested or required by law (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Transferred Confidential Information, Seller will provide Purchaser with prompt prior written notice of such request or requirement so that Purchaser may seek a protective order or other appropriate remedy and/or consent in writing to such disclosure. In the event that such protective order or other remedy is not obtained and Purchaser has not consented in writing to such disclosure, and Seller is, in the reasonable opinion of its counsel, compelled to disclose the Transferred Confidential Information to any tribunal or else stand liable for contempt or other penalty, Seller may furnish only that portion of the Transferred Confidential Information that Seller is advised by counsel is legally required.
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Transferred Confidential Information means any and all data, information, results, conclusions and the like of any kind whatsoever (and all tangible and intangible embodiments thereof of any kind whatsoever) which are to be transferred to Immunomedics in accordance with Sections 3, 4, 5, 6, 7, 11 and 12 of this Agreement, all of which shall be deemed to be Immunomedics Confidential Information.
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Related to Transferred Confidential Information

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

  • Purchaser Confidential Information means all confidential or proprietary documents and information concerning the Purchaser or any of its Representatives; provided, however, that Purchaser Confidential Information shall not include any information which, (i) at the time of disclosure by the Company, the Seller Representative or any of their respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by the Purchaser or its Representatives to the Company, the Seller Representative or any of their respective Representatives, was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Purchaser Confidential Information. For the avoidance of doubt, from and after the Closing, Purchaser Confidential Information will include the confidential or proprietary information of the Target Companies.

  • Buyer Confidential Information has the meaning set forth in Section 6.8(a).

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

  • Fund Confidential Information means Confidential Information for which the Fund is the Disclosing Party.

  • Customer Confidential Information means Confidential Information of the Customer provided to Computershare.

  • 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.

  • Customer's Confidential Information means all Personal Data and any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel, and suppliers of the Customer, including all IPRs, together with all information derived from any of the above, and any other information clearly designated as being confidential (whether or not it is marked "confidential") or which ought reasonably be considered to be confidential;

  • 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.

  • 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.

  • Supplier's Confidential Information means any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, Know-How, personnel and suppliers of the Supplier, including IPRs, together with information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as "confidential") or which ought reasonably to be considered to be confidential;

  • 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.

  • Authority's Confidential Information means all Personal Data and any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel, and suppliers of the Authority, including all IPRs, together with all information derived from any of the above, and any other information clearly designated as being confidential (whether or not it is marked "confidential") or which ought reasonably be considered to be confidential;

  • 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.

  • Confidential Information means all information, facts, data and any other matters of which I acquire knowledge, either directly or indirectly, as a result of my EMA Activities.

  • Contractor's Confidential Information means any information, however it is conveyed, that relates to the business affairs, developments, trade secrets, know-how, Contractor’s Personnel and suppliers of the Contractor, including IPRs, together with all information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as "confidential") or which ought reasonably to be considered to be confidential, including the Commercially Sensitive Information.

  • Transferred Information means the personal information (namely, information about an identifiable individual other than their business title or business contact information when such information is used for the purposes of contacting an individual in that individual’s capacity as an employee or an official of an organization and for no other purpose) to be disclosed, transferred or conveyed to the Recipient or any of its Representatives by or on behalf of the Disclosing Parties as a result of or in conjunction with the transactions contemplated herein.

  • Confidential personal information means any and all information or data protected by Privacy Laws, including (without limitation) information or data that: (a) is personal information or information about an identifiable individual (as more particularly defined in the applicable Privacy Laws) that was collected, used, disclosed or accessible to such party; or (b) is information from which an individual or individual’s identity can be ascertained either from the information itself or by combining the information with information from other sources available to the parties.

  • Confidential Business Information means any internal, non-public information (other than Trade Secrets already addressed above) concerning the Employer’s financial position and results of operations (including revenues, assets, net income, etc.); annual and long-range business plans; product or service plans; marketing plans and methods; training, educational and administrative manuals; customer and supplier information and purchase histories; and employee lists. The provisions of Sections 6 and 7 shall also apply to protect Trade Secrets and Confidential Business Information of third parties provided to the Employer under an obligation of secrecy.

  • 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.

  • Proprietary Information shall have the same meaning as Confidential Information.

  • Highly Confidential Information means Proprietary Information that is marked “Highly Confidential Information” when disclosed in written form or is otherwise designated as such hereunder.

  • Confidential or Proprietary Information means any secret, confidential or proprietary information of the Company or an affiliate (not otherwise included in the definition of a Trade Secret under this Employment Agreement) that has not become generally available to the public by the act of one who has the right to disclose such information without violation of any right of the Company or its affiliates.

  • Company Information As defined in Section 4(a)(i).

  • Confidential commercial information means records provided to the govern- ment by a submitter that arguably contain material exempt from release under Exemption 4 of the Freedom of Information Act, 5 U.S.C. 552(b)(4), be- cause disclosure could reasonably be expected to cause substantial competi- tive harm.

  • Confidential System Information means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to Grantee; or that Grantee may create, receive, maintain, use, disclose or have access to on behalf of HHSC or through performance of the Project, which is not designated as Confidential Information in a Data Use Agreement.