Confidential Information of Buyer Sample Clauses

Confidential Information of Buyer. If, for any reason, the transactions contemplated by this Agreement are not consummated, Seller shall not disclose to third parties or otherwise use any confidential information received from Buyer in the course of investigating, negotiating, and performing the transactions contemplated by this Agreement; provided, however, that nothing shall be deemed to be confidential information which:
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Confidential Information of Buyer. Seller shall not disclose Buyer Confidential Information to any third party and shall use Buyer Confidential Information only in the performance of this or subsequent Scheduling Agreements for Buyer. Buyer Confidential Information shall remain the property of Buyer, and upon termination or expiration of the Agreement or upon request, Seller shall cease use of and, at Buyer’s sole discretion, return to Buyer or destroy all Buyer Confidential Information. Unless otherwise agreed in writing by Buyer, Seller will not disclose to Buyer any information of Seller or a third party that Seller considers to be confidential. Buyer Confidential Information does not include any information that: (i) was already known to the Seller; (ii) is now or is later made known to the public through no default by Seller of its obligations under the Agreement, any other agreement between Seller and Buyer or a Buyer Affiliate, or any other confidentiality obligation owed to Buyer or a Buyer Affiliate; (iii) is disclosed to Seller by a third party under no obligation of confidentiality to Buyer or a Buyer Affiliate; or (iv) is independently developed by Seller without reference to any Buyer Confidential Information.
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Confidential Information of Buyer. AB agrees that for seven (7) years after the disclosure by buyer to AB of Confidential Information of Buyer, AB shall not disclose such Confidential information of Buyer to any third party and will use at least the same degree of care as 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 disclosure of such Confidential Information of Buyer to any third party. This undertaking of confidentiality shall not apply to, and AB shall have no obligations under this paragraph with respect to, any Confidential Information of Buyer that (a) was in AB’s possession before receipt from buyer, (b) is or becomes a matter of public knowledge or part of the public domain through no fault of AB, (c) is rightfully received by AB from a third party that was not obliged to keep such information confidential, (d) is developed by AB without reference to Confidential Information of Buyer, or (e) is disclosed by AB with buyer’s prior written approval. Notwithstanding the foregoing, AB may disclose Confidential Information of Buyer to the extent required to comply with governmental regulations and other applicable laws or to respond to subpoena or other compulsory legal process, provided in all cases that AB takes reasonable and lawful actions to avoid or minimize the extent of such disclosure and notifies buyer in writing as far in advance of the date of disclosure as is reasonably feasible so that buyer to the extent feasible will have an opportunity to seek to prevent or limit disclosure
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Confidential Information of Buyer. The term "Buyer Confidential Information" as used herein means all information concerning the consummation of the transactions contemplated herein, and all information concerning Buyer (or its Affiliates) which is furnished to the Seller by or on behalf of Buyer (x) in connection with the consummation of the transactions contemplated herein and (y) following the Closing Date pursuant to the terms hereof. The term "Buyer Confidential Information" does not include information which (i) becomes generally available to others in the motor carrier industry other than as a result of a disclosure by Seller in violation of this Agreement, (ii) was available to Seller on a non-confidential basis prior to its disclosure to Seller by Buyer, (iii) becomes available to Seller on
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Confidential Information of Buyer. SUPPLIER agrees to hold BUYER Confidential Information (as defined herein) in strictest confidence, including but not limited to, (a) using any BUYER Confidential Information solely for the purposes required in this Agreement; (b) disclosing BUYER Confidential Information only to persons who have a need to know such information in order to perform services pursuant to this Agreement and who are bound by these restrictions, and (c) returning to BUYER its Confidential Information upon BUYER’s request or upon the termination of this Agreement, whichever occurs first. For purposes of this Agreement, “BUYER Confidential Information” shall include:
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Related to Confidential Information of Buyer

  • 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:

  • Return of Confidential Information Upon termination or expiration of this Agreement, the Receiving Party shall return all copies of the Disclosing Party’s confidential information (with the exception of 1 archival copy for the purpose of compliance with these obligations) or remove same from all media and destroy same.

  • 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:

  • E4 Confidential Information E4.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:

  • 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.

  • Treatment of Confidential Information (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

  • 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.

  • Other Confidential Information The Parties agree that the confidentiality provisions under this Article Nineteen are separate from, and shall not impair or modify any other confidentiality agreements that may be in place between the Parties or their Affiliates; provided however, that the confidentiality provisions of this Article Nineteen shall govern confidential treatment of all non-public information exchanged between the Parties related directly or indirectly to this Agreement as of and after the Execution Date.

  • Non-Confidential Information The term “Confidential Information” shall not include any information which: (i) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of the receiving Party, (ii) the receiving Party, through competent evidence, can demonstrate knowledge prior to disclosure, (iii) is disclosed to the receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality or (iv) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information as evidenced by the written records of the receiving Party.

  • 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.

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