Confidentiality Sample Clauses

Confidentiality. Each of the Administrative Agent, the Issuing Lender and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or under any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Lender or any Lender on a nonconfidential basis from a source other than an Obligor. For the purposes of this Section, “Information” means all information received from any Obligor relating to the Holding Company, the Borrower, any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, the Issuing Lender or any Lender on a nonconfidential basis prior to disclosure by an Obligor; provided that, in the case of information received from an Obligor after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its ...

Confidentiality. The Contractor must maintain confidentiality of all confidential data, files, and records related to the commodities or contractual services provided pursuant to the Contract and must comply with all state and federal laws, including, but not limited to sections 381.004, 384.29, 392.65, and 456.057, F.S. The Contractor’s confidentiality procedures must be consistent with the most recent version of the Department security policies, protocols, and procedures. The Contractor must also comply with any applicable professional standards with respect to confidentiality of information.

Confidentiality a) Except as expressly allowed under this Agreement, neither party will use or disclose any Confidential Information of the other except to the extent that such party can document that any such item: i) is generally available for use and disclosure by the public without any license or charge; ii) is otherwise disclosed by the disclosing party or a third party without breach of a confidentiality obligation; iii) is independently developed by the receiving party without reference to the received Confidential Information; or iv) is required to be disclosed by the receiving party by law or any governmental authority, provided that the receiving party shall notify the disclosing party as soon as reasonably possible of any such compelled disclosure and give the disclosing party the opportunity to defend against such disclosure or obtain a protective order in connection therewith. b) Each party shall use commercially reasonable efforts, which shall be no less stringent than those efforts that such party uses to protect its own software or other similar proprietary property, to prevent the Confidential Information from being used by any employee, agent, consultant or other person in any manner that would violate this Agreement. c) Each party further agrees to use commercially reasonable efforts to assist the other in identifying and preventing any use or disclosure of the Confidential Information, including the Executable Code or Source Code of the Software Product or Documentation or any of the ideas, algorithms, source code, or trade secrets contained therein. d) Without limiting the foregoing obligation, you shall advise Motio immediately in the event that you learn or have reason to believe that any person who has had access to the Software Product or any portion thereof, as a result of this Agreement, has violated or intends to violate the terms of this Agreement. e) The parties acknowledge and agree that there is no adequate remedy at law for a breach of this Section, that such a breach would irreparably harm to the disclosing party, and that the disclosing party shall, in the event of such a breach, be entitled to equitable relief, including, without limitation, injunctions, without the posting of any bond, in addition to any other remedies.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will...

Confidentiality. 9.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Govern...

Confidentiality. Contractor agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor’s staff, agents and employees.

Confidentiality. (a) Subject to the disclosures permitted by Section (b), each of the Parties acknowledges that the information being provided to such Party (the “Receiving Party”) in connection with the transactions contemplated by this Agreement may be material non-public information and hereby covenants and agrees to keep, and cause its Affiliates and its and its Affiliates’ directors, officers, employees, accountants, agents, counsel and other representatives (collectively, “Representatives”) to keep confidential any information identified by the Party providing information hereunder (the “Providing Party”) as confidential, unless (a) such information becomes generally available to the public (other than as a result of a breach of this Section 8.1 by the Receiving Party, its Affiliates or their Representatives), (b) such information was available to the Receiving Party on a non-confidential basis from a source (other than the Providing Party, its Affiliates or their Representatives) that, to the Receiving Party’s knowledge, is not and was not prohibited from disclosing such information to such Receiving Party by a contractual, legal or fiduciary obligation (c) the Receiving Party is required by applicable law, regulation, rule, court order and subpoena, governmental order or listing rule to disclose such information or (d) such information will be included in the proxy statement, the circular or any other materials, if applicable, for the purpose of the shareholders meeting approving the transaction contemplated hereby; provided, however, that in an event specified in clause (c) above, the Receiving Party shall provide the Providing Party, if legally permissible and practicable, with prompt prior written notice of such required disclosure and that the Receiving Party shall disclose only that portion of the confidential information that such Receiving Party is advised by counsel is legally required. (b) None of the Parties, nor any of their respective Affiliates, shall issue any press release or other public announcement or communication with respect to the transactions contemplated hereby or thereby without the prior written consent of the other Parties, except to the extent a Party’s counsel deems such disclosure necessary in order to comply with any law issued by any securities exchange or other similar regulatory body, shall limit such disclosure to the information such counsel advises is required to comply with such law, governmental order or listing rule and if re...

Confidentiality. A. Each party acknowledges and understands that any and all technical, trade secret, or business information, including, without limitation, financial information, business or marketing strategies or plans or product development, which is disclosed to the other or is otherwise obtained by the other, its affiliates, agents or representatives during the term of this Agreement (the “Proprietary Information”) is confidential and proprietary, constitutes trade secrets of the owner, and is of great value and importance to the success of the owner’s business. Each party agrees that should it come into possession of Proprietary Information, it will use its best efforts to hold such information in confidence and shall refrain from using, disclosing or distributing any such information except (i) as may be necessary in the ordinary course of performing the services and transactions contemplated by this Agreement; (ii) with the written consent of the other party; or (iii) as required by law or judicial process. Proprietary Information shall not include information a party to this Agreement can clearly establish was (a) known to the party prior to this Agreement; (b) rightfully acquired by the party from third parties whom the party reasonably believes are not under an obligation of confidentiality to the other party to this Agreement; (c) placed in public domain without fault of the party or its affiliates; or (d) independently developed by the party without reference or reliance upon Proprietary Information. B. All information, including “nonpublic personal information” as that term is defined in Regulation S-P, relating to Participants is and shall remain the sole property of the Trust and the Recordkeeper and shall not be disclosed to or used by the Trust, the Recordkeeper, or their affiliates for any purpose except in the performance of their respective duties and responsibilities under this Agreement and except for servicing and informational mailings relating to the Funds or as permitted by Rule 15 of Regulation S-P. Notwithstanding the foregoing, this Section 7 B shall not prohibit the Recordkeeper, the Funds, or any of their affiliates from utilizing the names of Participants for any purpose if the names are obtained in any manner other than from Recordkeeper pursuant to this Agreement. C. If applicable, Recordkeeper will deliver the Trust’s privacy policy as required by Regulation S-P. D. The provisions of this Section 7 shall survive the termination of this...

Confidentiality. Party acknowledges and agrees that this Agreement and any and all information obtained by the State from the Party in connection with this Agreement are subject to the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq.