Confidential Data and Information Clause Samples
The 'Confidential Data and Information' clause defines the obligation of parties to protect sensitive or proprietary information exchanged during the course of their relationship. Typically, this clause outlines what constitutes confidential information, the methods by which it must be safeguarded, and any exceptions, such as information already in the public domain or required to be disclosed by law. Its core function is to prevent unauthorized disclosure or misuse of valuable data, thereby protecting the interests and competitive advantage of the disclosing party.
Confidential Data and Information. Each Party shall, and shall cause its Affiliates to, keep confidential all of the terms of this Agreement and all written and/or electronically stored data and information acquired or received by that Party under this Agreement throughout the term of this Agreement and for a period of two (2) years thereafter; provided, however, that this obligation of confidentiality shall not apply to any disclosure of information:
(i) that is in or enters the public domain without a breach of a duty of confidentiality by the disclosing Person or was obtained from a third party having no confidentiality restriction to the Parties;
(ii) the disclosure of which is required by the Petroleum Law or related Regulations or of the disclosing Party or its Affiliate by law, regulation, legal process, or order of any court or governmental body having jurisdiction (including applicable State and Federal securities laws, rules and regulations in the USA) or pursuant to the regulations of any securities exchange upon which any of the Parties or its Affiliate is (or is to be) listed or its securities are (or are to be) traded;
(iii) to any Affiliate or bona fide potential assignee of such Party, and to the employees, agents, consultants, bankers, financial and professional advisers of that Party, its Affiliate or any such bona fide potential assignee, provided that (a) they have a reasonable need to know the information and (b) they are instructed and agree in writing to maintain this information confidential;
(iv) by any Party or its Affiliates or any Person referred to in paragraph (iii) above to whom any Party has disclosed the same, to investors or targeted potential investors in any Party or the interests of any Party or financial institutions or their advisors, or any Affiliate of any Party in connection with a capital raising or the listing of equities or project financing or the like;
(v) or any potential farminee, which agrees in writing to maintain such information confidential; In the event of any Party ceasing to hold a Percentage Interest, such Party shall nevertheless remain bound by this Article 14.1.
Confidential Data and Information. Distributor acknowledges that it is to receive confidential information as defined below pursuant to Distributor relationship with Company. Distributor shall limit its disclosure to only those of its employees having a need to know such information and shall protect all disclosed Confidential Information by using at least the same degree of care that it uses to protect its own confidential information of a like nature but in no event less than a reasonable degree of care, to prevent: - the unauthorized use or dissemination to any employee or independent contractor of Distributor without a need to know; - communication with any other third party; or - copying or publication of the Company Confidential Information. In addition, Distributor shall neither use nor disclose to any third parties any confidential information concerning the business, affairs, or Products of Company which Distributor may acquire during the course of its activities under this Agreement (or any prior agreements between Company and Distributor). If Distributor wishes to make such disclosures to prospective or actual customers, it must first obtain Company's written consent and all such disclosures must be subject to a confidentiality agreement in a form acceptable to Company. As used herein confidential information of Company shall include, but not be limited to, any confidential or proprietary information or compilation of information acquired by or disclosed to Distributor which relates to the business, products, markets or research or planning activities of Company, which is disclosed in writing and designated by Company as "Confidential" or "Proprietary" or disclosed orally and identified as confidential or proprietary at the time of disclosure or within twenty (20) days thereafter. Company Confidential Information also includes inventions made, strategies, forecasts, research and development plans of Company, Company customer lists, supplier lists, and information about Company's computer systems and networks. Distributor shall take any and all necessary precautions to prevent unauthorized disclosures by its employees including, but not limited to, agreements with items employees and others working on its behalf that require such individuals to keep all Company Confidential Information confidential and assigning to Distributor all inventions conceived or reduced to practice in performing services on behalf of Distributor. Employees of Distributor exposed to Company Confidential In...
Confidential Data and Information. All data and information acquired or received by any Participant (including by the Participant acting in the capacity of Operator) under this Agreement shall be held confidential by such Participant during the continuance of this Agreement and for a period of five (5) years thereafter and shall not be divulged in any way to any third party, without the prior written approval of all the other Participants provided that:-
(a) any Participant (including the Participant acting in the capacity of Operator) may, without such approval, disclose such data and information:-
(i) to the extent required by the Acts, the Licence, any other applicable Legislation or by any government, statutory or regulatory body or to comply with the rules of a recognised stock exchange or the Stock Exchange Commission of the United States of America;
(ii) to the extent that it is already lawfully known to the Participant at the date of disclosure under no obligation of confidentiality;
(iii) to the extent that it is in the public domain or enters into the public domain except by breach of this Agreement; or
(iv) to the extent that it becomes available to the Participant through a third party which expressly represents that it is under no obligation of confidentiality in respect of it;
(b) any Participant (including the Participant acting in the capacity of Operator) may, subject to clause 19.1 (c), disclose such data and information to:
(i) its employees, directors, officers and contractor personnel;
(ii) any Affiliate of such Participant and its employees, directors, officers and contractor personnel provided that the Participant shall be responsible for the acts of such Affiliate and its employees, directors, officers and contractor personnel in respect of such data and information as if they were its own; or
(iii) any bona fide intended assignee of such Participant, or bona fide intended purchaser of the shares in such Participant or in a holding company of such Participant; or
(iv) any outside professional consultants; or
(v) any bank or financial institution from whom such Participant is seeking or obtaining finance; or
(vi) any insurer or insurance broker from which such Participant is seeking insurance.
(c) Before disclosing any such data or information to any person under the provisions of clause 19.1 (b), the Participant shall procure that the proposed recipient of such Information is (i) made aware of the terms of this Agreement, and (ii) except where disclosure is made unde...
Confidential Data and Information. All data and information acquired or received by any Participant (including by the Participant acting in the capacity of Operator) under this Agreement shall be held confidential by such Participant during the continuance of this Agreement and for a period of five (5) years thereafter83 and shall not be divulged in any way to any third party, without the prior written approval of all the other Participants provided that:- (a) any Participant (including the Participant acting in the capacity of Operator) may, without such approval, disclose such data and information:- (i) to the extent required by the Acts, the Licence, any other applicable Legislation or by any government, statutory or regulatory body or to comply with the rules of a recognised stock exchange or the Stock Exchange Commission of the United States of America; (ii) to the extent that it is already lawfully known to the Participant at the date of disclosure under no obligation of confidentiality; (iii) to the extent that it is in the public domain or enters into the public domain except by breach of this Agreement; or (iv) to the extent that it becomes available to the Participant through a third party which expressly represents that it is under no obligation of confidentiality in respect of it; (b) any Participant (including the Participant acting in the capacity of Operator) may, subject to clause 19.1(c), disclose such data and information to: (i) its employees, directors, officers [and contractor personnel]; (ii) any Affiliate of such Participant and its employees, directors, officers [and contractor personnel] provided that the Participant shall be responsible for the
Confidential Data and Information. (a) All data and information acquired or received by any party to this Agreement shall be held confidential for the duration of this Agreement and for a period of five (5) Years after the termination or expiry of this Agreement and no party shall disclose or permit to be disclosed to any Third Party any such data or information or the terms of this Agreement without the prior written approval of all the parties.
(b) Any party may, without the prior written approval of the other parties, disclose the information or materials referred to in clause 24.1(a):
(i) to any Affiliate or bona fide intending assignee of such party, upon obtaining a similar undertaking of confidentiality from such Affiliate or assignee; or
(ii) to any outside professional advisers upon obtaining a similar undertaking of confidentiality from such consultants and provided that such party shall promptly inform the other parties of the name of such consultants and the data and information disclosed to them; or
(iii) to any bank or financial institution from whom such party is seeking or obtaining finance, upon obtaining a similar undertaking of confidentiality from such bank or financial institution; or
(iv) to the extent required by the Mining Licence (Permission) and any applicable Laws or Authorisations;
(v) to the extent required in connection with the preparation by GGCRL (or any other holding company of the Mine Owner) of an admission document, prospectus or other necessary public documentation in connection with the Admission; or
(vi) to the extent that the information or materials has become generally available to the public otherwise than owing to the default of a party.
(c) the Operator may disclose such data and information to such persons as may in the Operator's opinion be necessary in connection with the conduct of the Operations upon obtaining, prior to such disclosure, a similar undertaking of confidentiality from such persons provided that the Operator shall promptly inform the other parties of the names of such persons and the data and information disclosed to them.
Confidential Data and Information. Contractor, including its personnel, agents, and subcontractors, may have access to, collect, or receive confidential data, member records, or other information owned or maintained by the System in the course of carrying out its responsibilities under this Agreement. The System hereby designates all information received or accessed pursuant to this Agreement as confidential unless otherwise designated in writing by the System. Contractor shall not unnecessarily communicate such data or information within Contractor’s operations. No such data or information shall be used for competitive purposes nor disclosed or disseminated except as authorized by law and with the written consent of the System, either during the period of this Agreement or thereafter. Contractor must return all such data and information, in whatever form it is maintained, promptly at the end of the Agreement or earlier at the request of the System, or shall notify the System in writing of its destruction. The foregoing obligations do not apply to confidential data or information lawfully in the receiving party’s possession prior to acquisition under this Agreement, received in good faith from a third party not subject to any confidentiality obligation, that is or becomes publicly known through no breach of confidentiality obligation, or that is independently developed by the receiving party without the use or benefit of the System’s data or information.
Confidential Data and Information. 11.1.1 The Parties agree to keep the terms of this Agreement, commercial, contractual and financial information with respect to or pertaining to the License or the Contract Area, as well as all data and information referred to in Article 14.1 of the Contract (hereinafter referred to as the "Information"), strictly confidential and shall not disclose the Information to any third party, other than an Affiliate, or its attorneys, or agencies delegated by the Federal Republic of Nigeria, without the prior written consent of the other Party and, when the Licenser applicable Nigerian law so requires, the Government.
11.1.2 The obligation of confidentiality in Article 13.2 shall not apply to:
(i) Information which becomes available to any Party or its respective Affiliates from a third party as a matter of right without restriction of disclosure;
(ii) Information which is, or which becomes, part of the public domain; and
(iii) Information requested by governmental, judicial or financial authorities under the laws, rules or regulations of the United States of America or the Federal Republic of Nigeria.
Confidential Data and Information. All data and information acquired or received by any Party under this Agreement are the property of the government of Guinea Bissau and shall be held confidential during the continuance of this Agreement and for a period of five (5) Years thereafter and shall not be divulged in any way to any third party, without the prior written approval of all the other Parties provided that:
(a) a Party may, without such approval, disclose such data and information:
(i) to any Affiliate or bona fide intending assignee of such Party upon obtaining a strict undertaking of confidentiality from such Affiliate or assignee; or
(ii) to any outside professional consultants, upon obtaining a strict undertaking of confidentiality from such consultants provided that such Party shall promptly inform the other Parties of the name of any geological, geophysical or engineering consultants; or
(iii) to any bank or financial institution from whom such Party is seeking or obtaining finance, upon obtaining a strict undertaking of confidentiality from such bank or institution; or
(iv) to the extent required by the Acts, the Licence, any other applicable law or the regulations of any recognised investment exchange; or
(v) to the extent that the same has become generally available to the public; and
(b) the Operator may disclose such data and information to such persons as may be necessary in connection with the conduct of the Operations upon obtaining a strict undertaking of confidentiality from such persons provided that the Operator shall promptly inform the other Parties of the names of such persons and the data and information disclosed to them. In the event of any Party ceasing to hold a Percentage Interest, such Party shall nevertheless remain bound by this Clause 27.1.
Confidential Data and Information