Common use of Confidential Matters Clause in Contracts

Confidential Matters. Vendor agrees for itself, its employees, and its agents to keep in strictest confidence all information either identified by Client as secret or confidential or which, from the circumstances, in good faith ought to be treated as secret or confidential, including all such information ascertained by Vendor during the course of performing Services. Confidential information includes, by way of example and without limitation, information relating to Client or its Affiliates or their respective products, manufacturing processes, price lists, customer lists, technical information, and other business information which Vendor may acquire in connection with or as a result of its performance of this Agreement (collectively, “Confidential Information”). Vendor will not publish, communicate, divulge, or disclose to unauthorized persons any such Confidential Information during the period of this Agreement or at any time subsequent thereto without the prior written consent of Client. Vendor shall use such Confidential Information solely and only to the extent necessary to exercise rights and perform duties pursuant to this Agreement, and shall not in any way use Client’s Confidential Information to the detriment of Client. Nothing in this Agreement shall be construed as granting any rights to Vendor by license under any copyrights, patents, trade secret or trademark theory/law, or otherwise, by the disclosure of the Confidential Information hereunder, except for any licenses expressly granted by Client to Vendor pursuant to this Agreement. All right, title, and interest in and to all Confidential Information disclosed hereunder shall remain the property of Client. Vendor understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement will cause Client irreparable harm, the amount of which may be difficult to ascertain, and therefore the Parties agree that Client shall be entitled to specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as shall be deemed appropriate. Such right shall be in addition to the remedies otherwise available at law or in equity. Vendor expressly waives the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond. The confidentiality obligations set forth in this Section shall survive the termination of this Agreement.

Confidential Matters. The Vendor agrees for itself, its employees, employees and its agents to keep in strictest confidence all information either identified by Client as secret or confidential confidential, or which, from the circumstances, in good faith ought to be treated as secret or confidential, including which would include all such information ascertained by Vendor during the course of performing Servicesservices hereunder. Confidential information includesshall include, by way of example and without limitation, information relating to Client or its Affiliates affiliates or their respective products, manufacturing processes, price lists, customer lists, technical information, and or other business information which the Vendor may acquire in connection with or as a result of its the performance of this Agreement (collectively, “Confidential Information”). Vendor will not neither publish, communicate, divulge, divulge or disclose to unauthorized persons any such Confidential Information during the period of this Agreement or at any time subsequent thereto without the prior written consent of the Client. The Vendor shall use such Confidential Information solely and only to the extent necessary to exercise rights and perform duties pursuant to this Agreement, and shall not in any way use the Client’s Confidential Information to the detriment of the Client. Nothing in this Agreement shall be construed as granting any rights to Vendor Vendor, by license under any copyrights, patents, trade secret or trademark theory/law, or otherwise, by the disclosure of the Confidential Information hereunder, except for any licenses expressly granted by Client to Vendor pursuant to this Agreement. All right, title, title and interest in and to all Confidential Information disclosed hereunder shall remain the property of the Client. Vendor understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement will cause Client irreparable harm, the amount of which may be difficult to ascertain, and therefore the Parties agree that Client shall be entitled to specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as shall be deemed appropriate. Such right shall be in addition to the remedies otherwise available at law or in equity. Vendor expressly waives the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond. The confidentiality obligations set forth in this Section paragraph shall survive the termination of this the Agreement.

Confidential Matters. Vendor (a) During the course of the Services, Vornado acknowledges and agrees that it may disclose to Consultant, or Consultant will learn or develop, trade secrets and proprietary and confidential business information of and for itself, its employeesVornado, and its agents to keep in strictest confidence all information either identified by Client as secret or confidential or which, from the circumstances, in good faith ought to be treated as secret or confidentialaffiliates, including all such information ascertained by Vendor during the course of performing Services. Confidential information includesbut not limited to their methodologies, by way of example and without limitationbusiness methods, information relating to Client or its Affiliates or their respective products, manufacturing processes, price lists, customer lists, technical information, budgets and other business financial information (all of which Vendor may acquire in connection with or are collectively referred to herein as a result of its performance of this Agreement (collectively, the “Confidential InformationMatters”). Vendor will not publishConsultant acknowledges and agrees that the Confidential Matters are valuable, communicatespecial, divulgeand unique assets of Vornado, the disclosure of which could cause substantial injury to and loss of profits and goodwill by Vornado. The Confidential Matters to be prepared or disclose compiled by Consultant for Vornado or furnished to unauthorized persons any such Confidential Information Consultant during Consultant’s service to Vornado shall be the period sole and exclusive property of this Agreement Vornado. (b) Upon the termination of the Term or at any time subsequent thereto without upon demand, all materials related to Confidential Matters shall be returned to Vornado and none of such materials or copies thereof shall be retained by Consultant, except to the extent that the Authorized Officer expressly permits Consultant to retain such materials. Consultant shall not at any time, except with the prior written consent of Client. Vendor shall use such Confidential Information solely and only to the extent necessary to exercise rights and perform duties pursuant to this AgreementAuthorized Officer or at its express direction, and shall not in any way use Client’s Confidential Information to the detriment of Client. Nothing in this Agreement shall be construed as granting any rights to Vendor by license under any copyrightsdirectly or indirectly, patentsmake known, trade secret or trademark theory/lawdivulge furnish, or otherwisereveal to any person, by the disclosure of the Confidential Information hereunderfirm, except for company, corporation, or anyone else at any licenses expressly granted by Client to Vendor pursuant to this Agreement. All righttime, title, and interest in and to all Confidential Information disclosed hereunder shall remain the property of Client. Vendor understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information Matters or any knowledge or information with respect thereto, or otherwise use such information for any purpose whatsoever. Consultant agrees that it will take all steps reasonably necessary to safeguard all Confidential Matters and to prevent their use, disclosure, or dissemination to any other person or entity. Notwithstanding the foregoing, the aforementioned confidentiality obligation shall not be deemed to apply to any information that becomes generally known to the public through no fault of Consultant’s, or which is required by law to be disclosed (in which case Consultant will provide Vornado with a reasonable opportunity to seek a protective order maintaining confidentiality). (c) Consultant acknowledges that he will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret if he (i) makes such disclosure in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and such disclosure is made solely for the purpose of reporting or investigating a suspected violation of this Agreement will cause Client irreparable harm, the amount of which may be difficult to ascertain, and therefore the Parties agree that Client shall be entitled to specific performance and/or an order restraining and enjoining any law; or (ii) such further disclosure was made in a complaint or breach and for other document filed in a lawsuit or other proceeding if such other relief as shall be deemed appropriate. Such right shall be in addition to the remedies otherwise available at law or in equity. Vendor expressly waives the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond. The confidentiality obligations set forth in this Section shall survive the termination of this Agreementfiling is made under seal.

Confidential Matters. Vendor agrees for itself, its employees, and its agents to keep in strictest confidence all information either identified by Client as secret or confidential or which, from the circumstances, in good faith ought to be treated as secret or confidential, including all such information ascertained by Vendor during (a) During the course of performing the Services. Confidential , Vornado acknowledges and agrees that it may disclose to Consultant, or Consultant will learn or develop, trade secrets and proprietary and confidential business information includesof and for Vornado and its affiliates, by way of example and without limitationincluding but not limited to their methodologies, information relating to Client or its Affiliates or their respective productsbusiness methods, manufacturing processes, price lists, customer lists, technical information, budgets and other business financial information (all of which Vendor may acquire in connection with or are collectively referred to herein as a result of its performance of this Agreement (collectively, the “Confidential InformationMatters”). Vendor will not publishConsultant acknowledges and agrees that the Confidential Matters are valuable, communicatespecial, divulgeand unique assets of Vornado, the disclosure of which could cause substantial injury to and loss of profits and goodwill by Vornado. The Confidential Matters to be prepared or disclose compiled by Consultant for Vornado or furnished to unauthorized persons any such Confidential Information Consultant during Consultant’s service to Vornado shall be the period sole and exclusive property of this Agreement Vornado. (b) Upon the termination of the Term or at any time subsequent thereto without upon demand, all materials related to Confidential Matters shall be returned to Vornado and none of such materials or copies thereof shall be retained by Consultant, except to the extent that the Authorized Officer expressly permits Consultant to retain such materials. Consultant shall not at any time, except with the prior written consent of Client. Vendor shall use such Confidential Information solely and only to the extent necessary to exercise rights and perform duties pursuant to this AgreementAuthorized Officer or at its express direction, and shall not in any way use Client’s Confidential Information to the detriment of Client. Nothing in this Agreement shall be construed as granting any rights to Vendor by license under any copyrightsdirectly or indirectly, patentsmake known, trade secret or trademark theory/lawdivulge furnish, or otherwisereveal to any person, by the disclosure of the Confidential Information hereunderfirm, except for company, corporation, or anyone else at any licenses expressly granted by Client to Vendor pursuant to this Agreement. All righttime, title, and interest in and to all Confidential Information disclosed hereunder shall remain the property of Client. Vendor understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information Matters or any knowledge or information with respect thereto, or otherwise use such information for any purpose whatsoever. Consultant agrees that it will take all steps reasonably necessary to safeguard all Confidential Matters and to prevent their use, disclosure, or dissemination to any other person or entity. Notwithstanding the foregoing, the aforementioned confidentiality obligation shall not be deemed to apply to any information that becomes generally known to the public through no fault of consultant’s, or which is required by law to be disclosed (in which case Consultant will provide Vornado with a reasonable opportunity to seek a protective order maintaining confidentiality). (c) Consultant acknowledges that he will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret if he (i) makes such disclosure in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and such disclosure is made solely for the purpose of reporting or investigating a suspected violation of this Agreement will cause Client irreparable harm, the amount of which may be difficult to ascertain, and therefore the Parties agree that Client shall be entitled to specific performance and/or an order restraining and enjoining any law; or (ii) such further disclosure was made in a complaint or breach and for other document filed in a lawsuit or other proceeding if such other relief as shall be deemed appropriate. Such right shall be in addition to the remedies otherwise available at law or in equity. Vendor expressly waives the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond. The confidentiality obligations set forth in this Section shall survive the termination of this Agreementfiling is made under seal.