Confidential Information 9 Sample Clauses

Confidential Information 9. 1 The Employee shall not at any time disclose to any person or use for the Employee's own purposes or through lack of diligence cause the unauthorised disclosure of any Confidential Information, although this restriction shall not apply to any Confidential Information coming into the public domain other than as a result of any breach by the Employee of this obligation. 9.2 The Employee warrants that all Confidential Information that the Employee had in his possession, custody or under his control by whom and in whatever format recorded (whether electronically, on paper, on audio or audio visual tape or otherwise and including all copies) will be returned to the Company within 7 days of the date of this Agreement and that neither the Employee nor any other unauthorised person will retain the ability to access such information. 10. Company property The Employee warrants that all property belonging to the Company or any Group Company which is in the possession or control of the Employee will be returned to the Company in good working order within 7 days of the date of this Agreement. 11.
Sample 1
AutoNDA by SimpleDocs
Confidential Information 9. 1.1 Estrace Supply Agreement Preamble Executed Supply Default 6.4.5 Forecast 2.2 Initial Alternate Manufacturer 12.1.1 Initial Period 6.4.5 Line Extension Products Schedule 2.10.2 Lost Profits 6.4.5 New Products Schedule 2.10.3 Non-Serious Adverse Effect 8.2.2 Product Quality Complaint 8.3 Purchase Price 3.1.1 Qualifying Product 6.4.5 Recall 8.1.1 Rules 14.3.2
Sample 1
Confidential Information 9. XXXXXX VERTRAULICHER INFORMATIONEN Each party (as “Receiving Party”) agrees that all code, inventions, know-how, privacy and/or security reports, business, technical and financial information and trade secrets obtained from the disclosing party (“Disclos- ing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), pro- vided that it is identified as confidential at the time of disclosure or should be reasonably known by the Re- ceiving Party to be confidential or proprietary due to the nature of the information disclosed and the cir- cumstances surrounding the disclosure. Any AVEPOINT technology, performance information relating to the 9.1 Jede PARTEI (als „EMPFANGENDE PARTEI“) akzeptiert, dass alle Codes, Erfindungen, Know-how, Datenschutz- bzw. Sicherheitsberichte, geschäftlichen, technischen und finanziel- len Informationen und Geschäftsgeheimnisse, die sie von der offenlegenden Partei („OFFENLEGENDE PARTEI“) erhält, das ver- trauliche Eigentum der OFFENLEGENDEN PARTEI darstellen („VER- TRAULICHE INFORMATIONEN“), sofern diese zum Zeitpunkt der Offenlegung als vertraulich gekennzeichnet waren oder der EMPFANGENDEN PARTEI aufgrund der Art der offengelegten In- formationen und der Umstände der Offenlegung vernünf- tigerweise als vertraulich oder firmeneigen bekannt sein soll- ten. Alle Technologien von AVEPOINT, Leistungsinformationen Services, and the terms and conditions of this Agree- ment shall be deemed Confidential Information of AVE- POINT without any marking or further designation. Ex- cept as expressly authorised herein, the Receiving Party shall (1) hold in confidence and not disclose any Confidential Information to third parties except to its own or its Affiliates’ directors, officers, employees, au- ditors, agents, consultants or other representatives, provided that these persons have a clear need to know such Confidential Information in connection with the Purpose and are bound by an obligation of confiden- tiality no less restrictive than set forth in this Agree- ment, and provided that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section; and (2) not use Confi- dential Information for any purpose other than ful- filling its obligations and exercising its rights under this Agreement. The Receiving Party’s confidentiality obli- gations shall not apply to information that the Receiv- ing Party can document: (i) was rightfully in its posses- si...
Sample 1
Confidential Information 9. 1. Franchisee shall not, during the term of this Agreement or thereafter, communicate, divulge, or use for the benefit of any other person, persons, partnership, association, or corporation any confidential information, knowledge, or know-how concerning the methods of operation of the business franchised hereunder which may be communicated to Franchisee or of which Franchisee may be apprised by virtue of Franchisee’s operation under the terms of this Agreement. Franchisee shall divulge such confidential information only to such of its employees as must have access to it in order to operate the Franchised Business. Any and all information, knowledge, know-how, and techniques which Franchisor designates as confidential shall be deemed confidential for purposes of this Agreement, including, but not limited to, marketing plans, development strategies, and financial plans, except information which Franchisee can demonstrate came to its attention prior to disclosure thereof by Franchisor; or which, at or after the time of disclosure by Franchisor to Franchisee, had become or later becomes a part of the public domain, through publication or communication by others who were lawfully in possession of such information and were under no obligation to maintain its confidentiality. 9.2. Franchisee agrees to take all steps necessary to ensure that the Owners, any Guarantor, the Operator, Restaurant manager, co-manager and supervisor and any other personnel having access to any confidential information related to the Restaurant, the Franchisor or the Franchised Business also comply with the requirements of Section 9.1 above. Franchisor may direct that Franchisee require its Owners, any nufa-095 - 12 - Guarantor, Operator, Restaurant manager, co-managers, and supervisors, and any other personnel having access to any confidential information from Franchisor, to execute covenants that they will maintain the confidentiality of information they received in connection with their employment by or relationship with Franchisee, during, and after termination or expiration of, such employment or relationship. Such covenants shall be in a form satisfactory to Franchisor, including, without limitation, specific identification of Franchisor as a third-party beneficiary of such covenants with the independent right to enforce them, and Franchisee shall provide copies of such executed covenants to Franchisor upon Franchisor’s request. 9.3. Franchisee acknowledges that any failure to comp...
Sample 1
Confidential Information 9. 1. Definition of Confidential Information 9.2. Definition of Confidential Information 9.3. Obligations 9.4. Exceptions 9.5. Return of Confidential Information 9.6. Survival of Obligations
Sample 1
Confidential Information 9. 1.1 After Completion each party shall: (i) not use or disclose to a person Confidential Information it has or acquires; and (ii) use all reasonable endeavours to prevent the use or disclosure of Confidential Information. 9.1.2
Sample 1
Confidential Information 9. 1. For the purposes of present AGREEMENT the term “Confidential information” means any information under this AGREEMENT, having real or potential value owing to uncertainty of third parties, not intended for the wide circulation and\or use by the unlimited circle of people, meeting requirements of the legislation of Russian Federation. 9.2. The PARTIES undertake to keep the confidential information obtained during the implementation of this contract, and not to transfer confidential information to any third parties except cases of the inadvertent and\or compelled disclosure of confidential information because of force majeure circumstances od owing to the requirements of the current legislation of Russian Federation or any other applicable legislation or in case transferring ot its affiliated companies, professional consultants, banks, auditors, insurance companies 9.3. Передача Конфиденциальной информации по открытым каналам телефонной и факсимильной связи, а также с использованием сети Интернет без принятия соответствующих мер защиты, удовлетворяющих обе Стороны, запрещена. The parties agreed that information will be send by zip file protected by password 9.4. The relevant PARTY bears liability for real damages which can be caused to other PARTY as a result of disclosure of confidential information or unauthorized use of confidential information in defiance of conditions of the present article 9. Конфиденциальная информация 9.1. Для целей настоящего ДОГОВОРА термин "Конфиденциальная информация" означает любую информацию по настоящему ДОГОВОРУ, имеющую действительную или потенциальную ценность в силу неизвестности ее третьим лицам, не предназначенную для широкого распространения и/или использования неограниченным кругом лиц, удовлетворяющую требованиям законодательства Российской Федерации. 9.2. СТОРОНЫ обязуются сохранять Конфиденциальную информацию, полученную в ходе исполнения настоящего Договора, и не передавать Конфиденциальную информацию никаким третьим лицам кроме случаев непреднамеренного и/или вынужденного раскрытия Конфиденциальной информации по причине обстоятельств непреодолимой силы, в силу требований действующего законодательства Российской Федерации или иного применимого права или в случае раскрытия своим аффилированным компаниям, профессиональным консультантам, банкам, аудиторам, страховым компаниям. 9.3. Передача Конфиденциальной информации по открытым каналам телефонной и факсимильной связи, а также с использованием сети Интернет без при...
Sample 1
AutoNDA by SimpleDocs
Confidential Information 9 
Sample 1Sample 2

Related to Confidential Information 9

  • Confidential Information The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

  • CONFIDENTIAL INFORMATION; TRADE SECRETS By electronically signing Exhibit A to this Agreement, you acknowledge that the Company regards certain information relating to its business and operations as confidential. This includes all information that the Company could reasonably be expected to keep confidential and whose disclosure to third parties would likely be disparaging or detrimental to the Company (“Confidential Information”). Your electronic signature also acknowledges that the Company has certain information that derives economic value from not being known to the general public or to others who could obtain economic value from its disclosure or use, which the Company takes reasonable efforts to protect the secrecy of (“Trade Secrets”).

  • Trade Secrets and Confidential Information The Executive represents and warrants that: (i) the Executive is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive from performing the Executive’s Duties for the Company or otherwise complying with this Agreement, and (ii) the Executive is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. The Executive agrees that the Executive will not: (1) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (2) during the Executive’s employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by the Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3) upon the Executive’s resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in the Executive’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this subsection A shall: (I) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (II) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

  • Confidential Information; Non-Disclosure In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

  • Company Confidential Information The Subscriber acknowledges that the Company is engaged in business development including programs of research and development and the marketing of products and services. The Subscriber also recognizes the importance of protecting the Company’s trade secrets, confidential information and other proprietary information and related rights acquired through such Company’s expenditure of time, effort and money. Therefore, in consideration of the Company permitting the Subscriber to submit this subscription and have access to the Company’s information and/or Company’s confidential information otherwise coming to the Subscriber, the Subscriber agrees to be bound by the following terms and conditions with respect to the Company:

  • Proprietary and Confidential Information The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

  • Confidential Information and Trade Secrets The Participant and the Company agree that certain materials, including, but not limited to, information, data and other materials relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company and its Affiliates, constitute proprietary confidential information and trade secrets. Accordingly, the Participant will not at any time during or after the Participant’s employment with the Company (including any Affiliate) disclose or use for such Participant’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its Affiliates, any proprietary confidential information or trade secrets, provided that the foregoing shall not apply to information which is not unique to the Company or any of its Affiliates or which is generally known to the industry or the public other than as a result of such Participant’s breach of this covenant. The Participant agrees that upon termination of employment with the Company (including any Affiliate) for any reason, the Participant will immediately return to the Company all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the Company and its Affiliates, except that the Participant may retain personal notes, notebooks and diaries. The Participant further agrees that the Participant will not retain or use for the Participant’s own account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company or any of its Affiliates. Notwithstanding anything contained herein to the contrary, this Agreement shall not prohibit disclosure of proprietary confidential information if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and obligations as an employee or under this Agreement are at issue; provided, however, that you shall, to the extent practicable and lawful in any such event, give prior notice to the Company of your intent to disclose proprietary confidential information so as to allow the Company an opportunity (which you shall not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Notwithstanding the foregoing, nothing in this Agreement is intended to restrict, prohibit, impede or interfere with the Participant providing information to, or from reporting possible violations of law or regulation to, any governmental agency or entity, from participating in investigations, testifying in proceedings regarding the Company’s past or future conduct, or from making other disclosures that are protected under state or federal law or regulation, engaging in any future activities protected under statutes administered by any government agency (including but not limited, to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General), or from receiving and retaining a monetary award from a government-administered whistleblower award program for providing information directly to a government-administered whistleblower award program. The Participant does not need the prior authorization of the Company to make such reports or disclosures. The Participant is not required to notify the Company that he or she has made any such reports or disclosures. The Company nonetheless asserts, and does not waive, its attorney-client privilege over any information appropriately protected by the privilege.

  • Maintaining Confidential Information Executive reaffirms his obligations under the Confidentiality Agreement. Executive acknowledges and agrees that the payments provided in Section 3 above shall be subject to Executive’s continued compliance with Executive’s obligations under the Confidentiality Agreement.

  • Scope of Confidential Information Executive acknowledges that the Company has developed, and will during the term of Executive’s employment continue to develop, substantial, confidential, competitively valuable information and other intangible or “intellectual property” in connection with its business, some or all of which is proprietary to the Company, (collectively, the “Confidential Information”). Without limiting the generality of the preceding sentence, Executive expressly recognizes and agrees that, subject to the remainder of this Section 5.2, the following items, and all copies, summaries, extracts or derivative works thereof, are entitled to trade secret protection and constitute Confidential Information under this Agreement, whether developed prior to the date hereof or thereafter, and whether with the assistance of Executive or otherwise: (i) the Company’s proprietary computer software, databases and lists of customers, prospects, candidates, and employees; employee applications; skills inventory sheets and similar summaries of employee qualifications, as well as employee compensation; customer ordering habits, billing rates, buying preferences, and short term needs; sales reports and analysis; (ii) employee reports and analysis; customer job orders and profit margin data; businesses processes, methods of operation and sales techniques; (iii) statistical information regarding the Company; (iv) financial information of the Company and its customers that is not publicly available; (v) specially negotiated terms and pricing with vendors and customers; (vi) research and development, business projects, strategic business plans, and strategies; products and solution services offered to customers; and (vii) any other non-public information of the Company that gives the Company a competitive advantage by virtue of it not being generally known. Notwithstanding the foregoing, the Confidential Information shall not include (a) any information which is or becomes publicly available, other than as a result of the wrongful action of Executive or his agents; (b) any information independently developed by Executive subsequent to the Date of Termination; (c) any information made available to Executive following the termination of Executive’s employment from a third party not known by Executive to be under binder of confidentiality to the Company with regard thereto or (d) any information as to which the Company specifically waives its rights hereunder pursuant to an instrument in writing.

  • Inventions and Confidential Information The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets, and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the Company and its subsidiaries. The disclosure of this information and knowledge to competitors would be beneficial to them and detrimental to the Company, as would the disclosure of information about the marketing practices, pricing practices, costs, profit margins, design specifications, analytical techniques, and similar items of the Company and its subsidiaries. The Employee acknowledges that the proprietary information, observations and data obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Company. By reason of his being a senior executive of the Company, the Employee has or will have access to, and has obtained or will obtain, specialized knowledge, trade secrets and confidential information about the Company’s operations and the operations of its subsidiaries, which operations extend throughout the United States. Therefore, subject to the provisions of Section 14 hereof, the Employee hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement:

Time is Money Join Law Insider Premium to draft better contracts faster.