Xxxxx Confidential Information definition

Xxxxx Confidential Information means all information about any element of Xxxxx Technology or any other information that is disclosed (whether orally or in writing) by XXXXX to PFIZER in connection with this Agreement, including but not limited to all information disclosed by XXXXX to PFIZER in the course of XXXXX’x performance of this Agreement and (x) in the case of oral information, is outlined in a summary prepared by XXXXX and delivered to PFIZER promptly after such disclosure and (y) in the case of written information, is designated “Confidential” in writing by XXXXX at the time of disclosure to PFIZER, in each case, only to the extent that such information is not (i) as of the date of disclosure to PFIZER, known to PFIZER other than by virtue of a prior confidential disclosure to PFIZER by XXXXX, as demonstrated by PFIZER’s written records, or (ii) disclosed in published literature, or otherwise generally known to the public through no fault or omission of PFIZER; or (iii) obtained from a third party free from any obligation of confidentiality to XXXXX; or (iv) independently developed by PFIZER without access to the Xxxxx Confidential Information, as demonstrated by PFIZER’s written records. All information about the existence and terms of this Agreement shall be considered Xxxxx Confidential Information and Pfizer Confidential Information.
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Xxxxx Confidential Information means Xxxxx Confidential Information (as defined in the Xxxxx License Agreement).
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Xxxxx Confidential Information includes, but is not limited to, the following items, whether existing now or created in the future and whether or not subject to trade secret or other statutory protection: (a) all knowledge or information concerning the business, operations and assets of Xxxxx and its Affiliates which is not readily available to the public, such as: internal operating procedures; investment strategies; sales data and customer and client lists; financial plans, projections and reports; and investment company programs, plans and products; (b) all property owned, licensed and/or developed for Xxxxx and/or its Affiliates or any of their respective clients and not readily available to the public, such as computer systems, programs and software devices, including information about the design, methodology and documentation therefor; (c) information about or personal to Xxxxx'x and/or its Affiliates' clients; (d) information, materials, products or other tangible or intangible assets in Xxxxx'x and/or its Affiliates' possession or under any of their control which is proprietary to, or confidential to or about, any other person or entity; and (e) records and repositories of all of the foregoing, in whatever form maintained. The foregoing notwithstanding, the following shall not be considered Xxxxx Confidential Information: (aa) general skills and experience gained by providing service to the Company and its Affiliates; (bb) information publicly available or generally known within Xxxxx'x trade or industry; (cc) information independently developed by the Company and its Affiliates and their respective employees; and (dd) information which becomes available to the Company and its Affiliates and their respective employees on a non-confidential basis from sources other than Xxxxx, PROVIDED the Company and its Affiliates and their respective employees do not know or have reason to know that such sources are prohibited by contractual, legal or fiduciary obligation from transmitting the information. All the terms of this Section 5 shall survive the termination of this Agreement.
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Examples of Xxxxx Confidential Information in a sentence

  • Customer will not export or provide any App Xxxxx Confidential Information to countries, persons or entities if prohibited by export laws.

  • Notwithstanding anything to the contrary contained in this Agreement, and in addition to and not in lieu of other provisions in this Agreement: Xxxxxxx Xxxxx Confidential Information.

  • PFIZER and XXXXX each agree, upon the other’s request, to return all Xxxxx Confidential Information or Pfizer Confidential Information, as the case may be, disclosed to the other party pursuant to this Agreement, including all copies and extracts of documents, as promptly as practicable following such request upon the termination of this Agreement, except for one (1) copy which may be kept for the purpose of complying with continuing obligations under this Agreement.

  • The President and/or Board of Directors shall make nominations for officer and director positions, and nominations may be made from the floor.

  • All such sequence information shall be Pfizer Confidential Information (as defined in the License Agreement) and shall be governed by Section 9 of the License Agreement unless and until the Program ODN to which such sequence information relates, becomes a Rejected Program ODN pursuant to Section 2.2(f), whereupon it shall become Xxxxx Confidential Information (as defined in the License Agreement).

  • Accordingly, all such information is to be protected as Xxxxx Confidential Information under this Agreement.

  • The Company and its Affiliates and their respective employees shall be informed of the confidential nature of the Xxxxx Confidential Information, the Company shall direct such employees to treat such information confidentially and the Company will be responsible for any breach of this Section 5.1 by its employees.

  • To the extent any such memoranda, papers, letters, notes and notebooks are the product of Xxxxx Confidential Information or are Shared Work Product, the Company understands and agrees that Xxxxx and its Affiliates shall also retain copies of such documentation and information.

  • In addition, Xxxxx Confidential Information means any third party's proprietary or confidential information disclosed to Seller in the course of providing Services or Goods to Xxxxx.

  • Notwithstanding the foregoing, Multex may disclose the fact of and terms of this Agreement (but not Xxxxxxx Xxxxx Confidential Information) to its directors, officers, employees, and representative and potential investors of Multex.


More Definitions of Xxxxx Confidential Information

Xxxxx Confidential Information has meaning set forth in Section 5(b) hereof.
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Xxxxx Confidential Information includes all: Confidential ------------------------------ Information of Xxxxx; passwords used in connection with the Website (or a Beta Phase); server logs; the Work Product, its source code, and Documents related thereto; Xxxxx Content which Xxxxx designates as confidential; and other materials which Xxxxx designates as confidential or which e-Media should reasonably believe to be confidential. Xxxxx Confidential Information also includes the Website, other than to the extent made publically available by Xxxxx on the World Wide Web and not subject to
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Xxxxx Confidential Information means all Developments, any other information or material that relates to the business or affairs of Xxxxx, its affiliates, clients or suppliers and that is confidential or proprietary to, about or created by Xxxxx, its affiliates, clients, or suppliers and any other information or material that is not generally known or available to the public and that would be understood by the Service Provider, exercising reasonable business judgment, to be confidential or proprietary, but does not include information or material that would otherwise be Xxxxx Confidential Information but that: (i) at the time of disclosure to the Service Provider is in the public domain or thereafter enters the public domain without any act or omission of the Service Provider; (ii) is known or in the possession of the Service Provider prior to its receipt from Xxxxx or is independently developed by the Service Provider, as evidenced by the Service Provider’s business and technical records; (iii) is acquired by the Service Provider from a third party who to the best of the Service Provider’s knowledge (after making due inquiry) does not thereby breach an obligation of confidence to Xxxxx and who discloses it in good faith; (iv) is required to be released by the Service Provider under any applicable law, regulation or legal process, provided the Service Provider has given Xxxxx prior written notice sufficient to contest such requirement and provides Xxxxx with all reasonable assistance in contesting such requirement; or (v) is approved for release in writing by Xxxxx;
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Xxxxx Confidential Information means (i) any ------------------------------ and all inventions, discoveries, ideas, research, engineering methods, practices, processes, systems, formulae, designs, products, projects, improvements and developments which (a) have not been generally available, (b) relate to Xxxxx, the Acquisition Sub or any Affiliate thereof (the "XXXXX ----- GROUP"), and (c) are made, conceived or reduced to practice by any Stockholder employee of the Xxxxx Group subsequent to the date hereof, or by any other employee or consultant of the Xxxxx Group, or in whole or in part at the expense of the Xxxxx Group or on the premises of the Xxxxx Group or with the assistance of the Xxxxx Group's employees or consultants with the Xxxxx Group's equipment or supplies or those of the Xxxxx Group's employees or consultants, (ii) any and all trade secrets, reservation systems, marketing plans, forecasts, unpublished financial statements, budgets, licenses, prices and employee, lessor, customer and supplier lists of the Xxxxx Group (iii) Seller Proprietary Information or like information of the Purchased Companies and (iv) the substance or terms of any discussions, negotiations or any communications between a Seller or Stockholder and Xxxxx or the Acquisition Sub related to this Agreement or the transactions contemplated hereby, including, but not limited to, the terms of this Agreement or any draft thereof. Xxxxx Confidential Information shall not include the following: (i) information ascertainable or obtained from public or published information, (ii) received from a third party not known to any Stockholder or Seller to be under an obligation to keep such information confidential, (iii) that is or becomes known to the public (other than through a breach of this Agreement), (iv) that was in a Stockholder's or Seller's possession before disclosure thereof to it in connection with this Agreement (except for the Seller Proprietary Information or like information of the Purchased Companies) or (v) that was independently developed by a Seller or Stockholder (except for the Seller Proprietary Information or like information of the Purchased Companies).
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Related to Xxxxx Confidential Information

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

  • 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.

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

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

  • 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.

  • 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;

  • 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.

  • 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;

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

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

  • 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;

  • 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.

  • 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.

  • 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.

  • 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.

  • 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 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.

  • 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 Material means all information, in any form or medium, known or used by City or an Affiliate of the City which is not known to the general public, including, but not limited to, the know-how, trade secrets, strategic plans, technical information, product information, supplier information, customer information, financial information, marketing information and information as to business opportunities, methods and strategies and research and development of the City and its Affiliates. If and to the extent any Confidential Material is included in any report, assessment, diagram, memorandum or other document or copied or reproduced in any other form or medium, such report, assessment, diagram, memorandum, document or Confidential Material in such other form or medium will be deemed to be Confidential Material.

  • Other Confidential Consumer Information The Contractor agrees to comply with the requirements of AHS Rule No. 08-048 concerning access to information. The Contractor agrees to comply with any applicable Vermont State Statute, including but not limited to 12 VSA §1612 and any applicable Board of Health confidentiality regulations. The Contractor shall ensure that all of its employees and subcontractors performing services under this agreement understand the sensitive nature of the information that they may have access to and sign an affirmation of understanding regarding the information’s confidential and non- public nature.

  • Keeping information confidential means using discretion in disclosing information as well as guarding against unlawful or inappropriate access by others. This includes:

  • 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 Materials means all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable.

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

  • 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.