Xxxxxxx Confidential Information definition

Xxxxxxx Confidential Information does not include information that (i) is or becomes generally available to the public, other than as a result of a breach of this Section 4.1(b), (ii) was or became available to any member of the Company Group from a source other than a member of the Xxxxxxx Group or a Representative thereof on behalf of the Xxxxxxx Group or (iii) is developed independently by a member of the Company Group without reference to the Xxxxxxx Confidential Information; provided that, in the case of clause (ii), the source of such information was not known by such member of the Company Group to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, any member of the Xxxxxxx Group with respect to such information.
Sample 1Sample 2Sample 3
Xxxxxxx Confidential Information means any and all non-public information of Xxxxxxx, Notwithstanding the foregoing, “Xxxxxxx Confidential Information” shall not include: (i) any information that is in the public domain other than due to Buyer’s breach of this Agreement; (ii) any information in the possession of the Buyer without restriction prior to disclosure by Xxxxxxx; or (iii) any information independently developed by the Buyer without reliance on or access to the information disclosed hereunder by Xxxxxxx.
Sample 1Sample 2
Xxxxxxx Confidential Information shall have the meaning set forth in the Separation Agreement.
Sample 1Sample 2

Examples of Xxxxxxx Confidential Information in a sentence

  • To the extent that Executive was previously engaged, on his own or with others, in a business that provided the same or similar services as those provided by Xxxxxx, Executive further acknowledges that such prior business knowledge and experience, and any familiarity with entities that are actual or potential customers for the business, shall not permit or allow Executive to contend that Xxxxxx'x Confidential Information is not confidential or should not be protected from use or misappropriation.

  • In case there should be more than one such employee with the same surname, the letters of the first name will be used to determine the alphabetical order of seniority.

  • Seller's confidentiality obligations shall survive termination of the Contract for so long as Xxxxxx'x Confidential Information remains confidential.

  • Seller shall return Xxxxxx'x Confidential Information and shall not use Xxxxxx'x Confidential Information for its own or any third party's benefit.

  • Purchaser's confidentiality obligations shall survive termination of the Contract for so long as Xxxxxx'x Confidential Information remains confidential.

  • Purchaser shall return Xxxxxx'x Confidential Information and shall not use Xxxxxx'x Confidential Information for its own or any third party's benefit.

  • Purchaser shall use Xxxxxx'x Confidential Information only for the purpose contemplated under this Contract and shall not disclose it to third parties or otherwise use it to its own advantage or Xxxxxx'x detriment.

  • Purchaser is permitted to disclose Xxxxxx'x Confidential Information to its employees and authorize subcontractors on a need to know basis only, provided that such employees or authorized subcontractors have written confidentiality obligations to Purchaser no less stringent than the confidentiality obligations under this section.

  • Seller is permitted to disclose Xxxxxx'x Confidential Information to its employees and authorize subcontractors on a need to know basis only, provided that such employees or authorized subcontractors have written confidentiality obligations to Seller no less stringent than the confidentiality obligations under this section.

  • To the extent permitted by law, Cognizant has performed background investigations of all Cognizant Personnel who perform any Services, or will have physical or logical access to any Xxxxxxx locations, Xxxxxxx Confidential Information, including data, or systems, in accordance with the requirements of Exhibit E (Background Check Requirements).


More Definitions of Xxxxxxx Confidential Information

Xxxxxxx Confidential Information means (i) any knowledge or information acquired by Marriott from Sonder if Sonder indicates in writing that such information will remain confidential, (ii) any information regarding Sonder’s business, operations, clients, investors and business partners and/or information not publicly available (or otherwise developed or obtained by a Marriott Party other than via disclosure by Sonder), including but not limited to information concerning the operations, business plans, work product, financial data and financial plans, architectural plans and designs, marketing plans and arrangements, pricing policies, technology, research, future plans, business models, strategies, business methods of Sonder and its Affiliates, as well as information about the Sonder’s and its Affiliates’ customers, clients, business partners and operations.
Sample 1
Xxxxxxx Confidential Information means the Ported Analysis Program or any portion thereof, the DT Software, the Ported Development Documentation, the Ported Physician's Guide, the Ported Enhanced Analysis Program or any portion HP Confidential Xxxxxxx Confidential thereof, the validation test results of the Ported Analysis Program or Ported Enhanced Analysis Program; this Agreement; all tangible information related to the performance of this Agreement and identified as Xxxxxxx Confidential; all intangible information (e.g. orally disclosed information) related to the performance of this Agreement, treated as confidential at the time of disclosure and designated as Xxxxxxx Confidential in tangible form within thirty (30) days of disclosure, detailing the Xxxxxxx Confidential Information.
Sample 1
Xxxxxxx Confidential Information means all information, in oral, written, visual, and/or other tangible form which may include, but is not limited to, documents, information, techniques, technology, data, samples, substances and materials provided by or on behalf of XXXXXXX in connection with the Training Program to the extent that such information also falls within the definition of “trade secret” in Minnesota Statutes section 13.37 subdivision 1(b). All XXXXXXX Confidential Information will be disclosed in confidence and trust, and EDUCATIONAL INSTITUTION, its students and faculty members shall not, directly or indirectly, use this information for any purpose other than participation in the Training Program at SANFORD, except as may be required or permitted by applicable law, applicable patient authorization, applicable court order, or applicable subpoena. Further, EDUCATIONAL INSTITUTION agrees not to disclose, publish, disseminate, or otherwise permit any unauthorized use of or access to any XXXXXXX Confidential Information in any way except with the written consent of XXXXXXX. EDUCATIONAL INSTITUTION agrees that its faculty, employees and students will employ all reasonable steps to protect XXXXXXX Confidential Information from unauthorized or inadvertent disclosure. The provisions of this Agreement shall not pertain to (a) information or data that is publicly available other than as a result of any improper disclosure, including, without limitation, a disclosure in violation of any of the terms of this Agreement; or (b) information that is required to be produced or disclosed pursuant to subpoena or other legal process. EDUCATIONAL INSTITUTION agrees to notify SANFORD if it, its employees or students are requested to provide any such information or are the subject of any court order or subpoena seeking such information. Such notice shall be given within sufficient time to allow XXXXXXX to review the request and to take necessary steps to object to such request, subpoena or court order. This provision shall survive the termination of this Agreement.
Sample 1
Xxxxxxx Confidential Information has the meaning set forth in Section 15.2. [****]
Sample 1

Related to Xxxxxxx Confidential Information

  • 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.

  • 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.

  • 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.

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

  • 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;

  • 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;

  • 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.

  • 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.

  • 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.

  • 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;

  • 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.

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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.