Access to and Use of Confidential Information Sample Clauses

Access to and Use of Confidential Information. A party receiving Confidential Information agrees (a) that it shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such confidential information to third parties, (b) not to disclose or use any of such Confidential Information for any purpose except as necessary and consistent with the terms of this Agreement, (c) to limit the use of and access to such Confidential Information to such employees and subcontractors who have a need to know such Confidential Information and have signed legally binding non-disclosure agreements, and (d) that it will promptly notify the other party in writing of any unauthorized disclosures and/or use thereof. The aforementioned notice shall include a detailed description of the circumstances of the unauthorized disclosure or use and the parties involved therewith.
Access to and Use of Confidential Information. The Executive agrees and acknowledges that through the nature of his work, he shall have access to and shall acquire information and knowledge concerning the business and operations of the Company and its affiliates including, without limitation, any and all trade secrets concerning the business and affairs of the Company and its affiliates, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures, and architectures (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information, and any other information, however documented), and other items that are trade secrets within the meaning of any applicable law; information concerning the business and affairs of the Company and its affiliates (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials, however documented; and notes, analysis, compilations, studies, summaries, and other material prepared by or for the Company or its affiliates containing or based on, in whole or in part, any information included in the foregoing (collectively, "Confidential Information"). The Executive acknowledges that all such Confidential Information is the property of the Company and its affiliates solely and constitutes valuable, proprietary and confidential information of the Company and its affiliates; that the disclosure thereof would cause substantial loss to the goodwill of the Company and its affiliates; that disclosure thereof to the Executive is being made only because of the position of trust and confidence which he shall occupy and because of his agreement to the restrictions herein contained. The Executive shall not during the Term of this Agreement or thereafter, except to the extent reasonably necessary in the performance of his duties under this Agreement, give to any person, fir...
Access to and Use of Confidential Information. Employer agrees to provide Employee Confidential Information (as defined below). Employee acknowledges that during the course of his employment, he will have access to highly confidential information about Employer and its Affiliates’ business, including but not limited to (i) information and records about customers, partners, business methods or practices, (ii) finances, (iii) accounting, (iv) pricing or pricing strategies, (v) contracts, (vi) vendors, (vii) computer hardware, software, and operating systems and (viii) training programs (collectively “Confidential Information”). Employee acknowledges that the Confidential Information is constantly revised and updated. Employee further acknowledges that he needs the Confidential Information to perform his job duties for Employer. Notwithstanding any provision of this Agreement to the contrary, Confidential Information does not include any information which: (i) at the time of disclosure to Employee or thereafter is in the public domain (other than as a result of a disclosure directly or indirectly by Employee), (ii) was available to Employee on a non-confidential basis from a source other than Employer or its Affiliates, provided that such source was not bound by a duty of confidentiality to Employer or its Affiliates or (iii) is independently acquired or developed by Employee without violating any of Employee’s obligations hereunder.
Access to and Use of Confidential Information. Understanding the sensitive nature of confidential information, the Grantee agrees to:
Access to and Use of Confidential Information. Transmission Provider shall have the right to use Confidential Information to fulfill its responsibilities as a Transmission Provider, Balancing Authority, Planning Authority, Resource Planner, and/or Transmission Planner or otherwise as needed to fulfill its obligations to comply with Applicable Reliability Standards and other Applicable Laws and Regulations. Studies performed by Transmission Provider to fulfill these responsibilities and obligations may include, but not necessarily be limited to, Transmission Provider’s own Confidential Information as well as Confidential Information supplied to Transmission Provider by WECC, the Interconnection Customer, and other Interconnection Customers or transmission customers. To the extent that Interconnection Customer requests information from Transmission Provider or Transmission Provider is otherwise obligated to provide information to Interconnection Customer pursuant to the terms of this Transitional Cluster GIA, Interconnection Customer’s access to such information may be limited to protect Confidential Information from improper use or disclosure. If the information includes Critical Energy Infrastructure Information, Interconnection Customer shall be required to demonstrate that it has a legitimate need for the information, which makes it legally eligible to receive such information under the law, and sign Transmission Provider’s Non-Disclosure Agreement for Critical Energy Infrastructure Information. If the information includes WECC data, Interconnection Customer must demonstrate that it is a WECC Member which has signed a WECC Member Confidentiality Agreement or, if Interconnection Customer is a non-WECC Member, that it has provided a signed non-WECC Member Confidentiality Agreement, including a written statement of justification of legitimate need, to the WECC office, and that such justification of legitimate need has been deemed acceptable by WECC. Provided such demonstration is made by an Interconnection Customer which is a non-WECC member, Interconnection Customer is permitted to look at WECC data in the Transmission Provider’s office, but is not permitted to have the data or a copy of the data. If the requested information includes Confidential Information of other Interconnection Customers or transmission customers, Transmission Provider shall notify such other Interconnection Customers or transmission customers and seek their consent to the disclosure of the Confidential Information to the Interco...
Access to and Use of Confidential Information. You, being the customer of us, after receiving confidential information from the seller, agrees
Access to and Use of Confidential Information. User shall have access to and shall use the City’s Confidential Information only for the Permitted Purposes to the extent necessary to respond to the RFP or to provide the Services under the Services Contract. Except as otherwise expressly provided for in a separate written agreement between the City and the User, the User shall not duplicate, distribute, or disclose to any other party or entity any of the City's Confidential Information. The User shall not use the City's Confidential Information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The User further agrees that only those of its employees who must have access to the City's Confidential Information in order to respond to the RFP or fulfill the User’s obligations under the Services Contract with the City for the purpose of providing the Services thereunder shall be afforded access to such records. Each such employee shall be informed by the Contractor of the existence of the requirement to maintain the confidentiality of the City's Confidential Information and shall agree to be bound by and to comply with the provisions of this Agreement regarding the receipt of such information.

Related to Access to and Use of Confidential Information

Access to Confidential Information Each party acknowledges that the other party, its employees or agents, may be given access to Confidential Information relating to the other parties' business or the operation of this Agreement or any negotiations relating to this Agreement.
Use of Confidential Information Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party : (a) shall take all Reasonable Steps (defined below) to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than its bona fide individuals whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder, and who are under obligations of confidentiality substantially similar to those set forth herein. As used herein “Reasonable Steps” means those steps the receiving party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.
Company Creation and Use of Confidential Information The Executive understands and acknowledges that the Company has invested, and continues to invest, substantial time, money and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, training its employees, and improving its offerings in the pharmaceutical industry. The Executive understands and acknowledges that as a result of these efforts, the Company has created, and continues to use and create Confidential Information. This Confidential Information provides the Company with a competitive advantage over others in the marketplace.
Restricted Use of Confidential Information (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representatives; (v) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representatives.
Release of Confidential Information No Party shall release or disclose Confidential Information to any other person, except to its Affiliates (limited by FERC Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be considering providing financing to or equity participation with Developer, or to potential purchasers or assignees of a Party, on a need-to-know basis in connection with this Agreement, unless such person has first been advised of the confidentiality provisions of this Article 22 and has agreed to comply with such provisions. Notwithstanding the foregoing, a Party providing Confidential Information to any person shall remain primarily responsible for any release of Confidential Information in contravention of this Article 22.
Maintenance of Confidential Information The Contractor acknowledges that in the course of its appointment hereunder the Contractor will, either directly or indirectly, have access to and be entrusted with information (whether oral, written or by inspection) relating to the Company or its respective affiliates, associates or customers (the “Confidential Information”). For the purposes of this Agreement, “Confidential Information” includes, without limitation, any and all Developments (as defined herein), trade secrets, inventions, innovations, techniques, processes, formulas, drawings, designs, products, systems, creations, improvements, documentation, data, specifications, technical reports, customer lists, supplier lists, distributor lists, distribution channels and methods, retailer lists, reseller lists, employee information, financial information, sales or marketing plans, competitive analysis reports and any other thing or information whatsoever, whether copyrightable or uncopyrightable or patentable or unpatentable. The Contractor acknowledges that the Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly the Contractor covenants and agrees that during the Term and thereafter until such time as all the Confidential Information becomes publicly known and made generally available through no action or inaction of the Contractor, the Contractor will keep in strict confidence the Confidential Information and shall not, without prior written consent of the Company in each instance, disclose, use or otherwise disseminate the Confidential Information, directly or indirectly, to any third party.
Exclusions from Confidential Information Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.
Restriction on Disclosure and Use of Confidential Information Executive understands and agrees that the Confidential Information constitutes a valuable asset of the Company and its affiliated entities, and may not be converted to Executive's own use or converted by Executive for the use of any other Person. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Restricted Period or thereafter, reveal, divulge or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, at any time during the Restricted Period or thereafter, directly or indirectly, use or make use of any Confidential Information in connection with any business activity other than that of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company's rights or Executive's obligations under any state or federal statutory or common law including, without limitation, any state or federal statutory or common law regarding trade secrets and unfair trade practices.
Protection of Confidential Information The Servicer shall keep confidential and shall not divulge to any party, without the Seller’s prior written consent, any nonpublic information pertaining to the Mortgage Loans or any borrower thereunder, except to the extent that it is appropriate for the Servicer to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or it is otherwise in accordance with Accepted Servicing Practices.
HANDLING OF CONFIDENTIAL INFORMATION The Company agrees to undertake the following in relation to IHiS’ Confidential Information: to maintain the same in confidence and to use it only for the Purpose and for no other purpose; not to make any commercial use thereof; not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS; not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b); not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS; not to disclose the Confidential Information whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that: such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwise) not to disclose the same or to use the same otherwise than for the Purpose; and the Company shall enforce such obligations at its expense, and to such extent as may be required by IHiS, in the event of a breach thereof that relates to IHiS' Confidential Information; to ensure the compliance to this NDA (including sub-clauses (a) to (f) above) on the part of its Representatives to whom Confidential Information is disclosed; and to apply to the Confidential Information no lesser security measures and degree of care than those which the Company applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company warrants as being adequate protection of such information from unauthorised disclosure, copying or use. The Company, as the principal party, shall be responsible and held liable for any breach of this NDA by any of its Representatives. If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information, unless otherwise agreed by IHiS in writing. The Company shall immediately notify IHiS of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or use. Notwithstanding the foregoing, the Company shall be entitled to make any disclosure of the Confidential Information as required by law, but shall give IHiS not less than TWO (2) business days' notice of such disclosure and shall consult with IHiS prior to such disclosure with a view to avoiding such disclosure, if legally possible.