Confidentiality and Conflicts Clause Samples
The "Confidentiality and Conflicts" clause serves to protect sensitive information shared between parties and to address potential conflicts of interest that may arise during their relationship. It typically requires each party to keep proprietary or confidential information private and not disclose it to unauthorized third parties, while also obligating parties to disclose any situations where their interests may conflict with those of the other party. This clause is essential for maintaining trust, safeguarding business secrets, and ensuring that both parties act transparently and ethically, thereby preventing misuse of information and managing conflicts that could compromise the integrity of the agreement.
Confidentiality and Conflicts. The rules of professional conduct under which we practice impose requirements upon us regarding conflict between the duties we owe to different clients in relation to the same or related matters and regarding preservation of our clients' confidences. We shall take reasonable steps to preserve your confidences, both during an engagement and after its completion, and it is agreed that we may use internal information barriers for this purpose. It is also agreed that you will not expect us to divulge to you any other client’s confidential information which we may hold. If, while representing you, we learn that your interests are adverse to those of another Jurit client or potential client, we may (in accordance with our professional rules) approach you to seek your agreement to our continuing to act on terms satisfactory to all concerned. In some circumstances, however, our professional rules may require that we cease to act. Our confidentiality obligations are subject to certain exceptions, such as legislation on money laundering and terrorist financing, which has placed solicitors under a legal duty in certain circumstances to disclose information to the National Crime Agency. The duty includes where a solicitor knows or suspects that a client transaction involves money laundering. Under the legislation, we may not be able to inform you that a disclosure has been made or of the reasons for it. We reserve the right to use external agencies for photocopying, printing, translation and typing services, subject to appropriate safeguards to maintain confidentiality. There may be occasions when it is desirable to outsource other activities, but we will advise you before doing so.
Confidentiality and Conflicts. 7.1 Neither the Credit Parties nor you may, without the prior written consent of the other parties to this letter, disclose the Commitment Documents or any of their terms in whole or in part to any person, other than:
(a) to:
(i) the Credit Parties, the Sponsors and you;
(ii) any of your direct or indirect shareholders and to any actual or potential direct or indirect investor in you, in each case, by you;
(iii) the Target’s board and special committee of the Target (the Special Committee) in respect of the Merger, their advisors, and any Target employee authorised by the Target’s board or the Special Committee;
(iv) any potential Additional Arranger and any potential Additional Underwriter;
(v) any affiliate (including a head office, branch and representative office) and each of their (or their respective affiliates’) representative, officer, employee, insurer, insurance brokers, service providers professional adviser and/or auditor of any of the foregoing, in each case on a confidential basis in connection with the Merger and the Facility;
(b) as required by law or regulation government, quasi-government, administrative, regulatory or supervisory body or authority, court or tribunal (including disclosure requirements under applicable stock exchange, listing or takeover regulations) or if required in connection with any legal, administrative or arbitration proceedings or other investigations, proceedings or disputes arising out of or in connection with the Commitment Documents or the Facility; and
(c) in the case of this letter and the Agreed Form Facility Agreement only, to the Target, any Sponsor and any shareholder who is considering a sale of shares in the Target to the Sponsors, and any Affiliates and advisers of the foregoing in connection with the Merger provided that the Credit Parties shall not have any responsibility or liability under the Commitment Documents to any person other than you or any person you may assign or transfer your rights and obligations under the Commitment Documents to in accordance with paragraph 10.
7.2 No Credit Party or its affiliate (each an Arranger Group) shall use confidential information obtained from you, the Parent, the Holdco, the Target Group, the Sponsors or any of your affiliates or advisers in relation to the Commitment Documents, the Transaction or the Facility in connection with the performance of services for any other persons and will not furnish such information to other persons except as permitted under...
Confidentiality and Conflicts. The Parties agree that Contractor will, in the course of its duties hereunder, receive information concerning the Town, its employees, elected and appointed officials, property, equipment and functions. Contractor agrees to hold all such information confidential and to not disclose the same other than to the extent required to perform its duties, or upon a proper request from an authorized Town official, or pursuant to a proper request under the Colorado Open Records Act, C.R.S. § ▇▇-▇▇-▇▇▇, et. seq., to which the authorized Town official has confirmed it is appropriate for Contractor to respond or pursuant to a lawful court order. The requirements of this Section shall survive the termination of this Agreement. Prior to the execution of, and during the performance of this Agreement, the Contractor agrees to notify the Town of any conflicts that impact the services to the Town.
Confidentiality and Conflicts. In the absence of a direct legal conflict of interest, the Client acknowledges that Service Provider will be free to represent any other client either generally or in any matter in which the Client may have an interest. Service Provider does not view this advance consent to permit unauthorized disclosure or use of any client confidences. Service Provider shall be obligated to and shall preserve the confidentiality of any confidential information the Client provides to Service Provider. In this connection, Service Provider may obtain nonpublic information about the Client in the course of Service Provider’s engagement. Notwithstanding the above, Service Provider shall provide access to such information to Service Provider’s personnel and Ancillary Service Providers in connection with the Services, and Service Provider’s representation and, as appropriate, other third parties assisting in the engagement, including ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an attorney licensed to practice law in the State of Texas.
Confidentiality and Conflicts. (a) You will not, without our prior written consent, disclose the contents of the Commitment Documents or their existence to any person except:
(i) as required by law or to comply with the rules of any regulatory body or applicable securities exchange to which you or we are subject (for which purposes, we acknowledge that you may file this Commitment Letter and the Appendices with the US Securities and Exchange Commission); or
(ii) to any potential transferee, assignee, additional underwriter or other participant in the commitments hereunder, your employees and your legal or financial advisers who are made aware of, and either agree to be bound by, the obligations under this paragraph prior to such information being disclosed to them or are in any event subject to confidentiality obligations as a matter of law or professional practice.
(b) We will not, without the prior written consent of the NTL Inc., disclose the contents of the Commitment Documents or their existence or any information relating to the Debt Financing or the NTL Group, Telewest Group, the Virgin Mobile Group or the Group which it receives from you to any person except:
(i) as required by law or to comply with the rules of any regulatory body or applicable securities exchange to which you or we are subject; or
(ii) to any potential transferee, assignee, additional underwriter or other participant in the commitments hereunder, our employees and our legal or financial advisers who are made aware of, and either agree to be bound by, the obligations under this paragraph prior to such information being disclosed to them or are in any event subject to confidentiality obligations as a matter of law or professional practice.
(c) You acknowledge that the Mandated Lead Arrangers, the Underwriters, or any of their respective affiliates may be providing debt financing, equity capital or other services (including corporate or financial advisory services) to persons with whom you may have conflicting interests in connection with the Debt Financing or otherwise. Without prejudice to the generality of paragraph 8(b), the Mandated Lead Arrangers will keep confidential any information relating to the Debt Financing or the Group which it receives from you or your advisers from any of its other clients or customers. You acknowledge that the Mandated Lead Arrangers and the Underwriters have no obligation to you, to use in connection with the Debt Financing, or to furnish to you or any of your affiliates or adv...
Confidentiality and Conflicts. 15.1 It is understood that no press releases or other publicity relating to the Transaction will be issued without the prior written agreement of the Company, the Selling Shareholder and BBL, and that no material relating to the Transaction will be distributed without the prior written agreement of the Company, the Selling Shareholder and BBL, except as may be required by law, the rules of respectively the Nasdaq Small Cap Market and Easdaq or as ordered by a competent authority or court of law. Except for disclosures permitted by the previous sentence, the Company, the Selling Shareholder and BBL agree to keep the Transaction strictly confidential and not to make any announcement of the Transaction until the launch of the pre-marketing campaign with targeted institutional investors.
15.2 BBL recognizes that information received by it during the course of its engagement is of a confidential nature and unless otherwise agreed by the Company and the Selling Shareholder neither BBL nor the Managers shall use such confidential information for any purpose other than the Transaction or disclose any such information to any third party, provided always that the Managers may be bound by law to disclose such confidential information to the competent Market Authorities or regulatory agencies. The Managers shall be allowed to disclose such confidential information if needed for the purpose of defending any claim or action against it in respect to the Transaction. The Managers will promptly notify in advance the Company and the Selling Shareholder of any such disclosure of information or production of documents. The Managers will, where reasonably practicable, seek to impose a confidentiality requirement on the recipient in any case where the information is not subject to statutory restrictions on disclosure.
Confidentiality and Conflicts. 6.1 Except as hereinafter specifically provided, all information disclosed by Company to Contractor pursuant to this Agreement shall be in confidence. Contractor shall not use such information, except as needed to perform his/her obligations under this Agreement, and shall take all reasonable precautions to prevent such information from being disclosed to third parties. All materials containing such information shall be returned to Company upon termination of this Agreement.
6.2 The following information shall not be considered confidential:
(a) Information which was known by Contractor as of the date of this Agreement;
(b) Information which is publicly known as of the date of this Agreement;
(c) Information which hereafter becomes publicly known, unless as a result of the fault of Contractor; and
(d) Information which Company agrees in writing is not confidential.
6.3 In addition, all information and data developed by Contractor as a result of performing Services under this Agreement shall be transmitted by Contractor to Company, shall become the property of Company and shall likewise be regarded by Contractor as confidential, subject to the same exceptions as set forth above with respect to information disclosed to Contractor by Company, provided however, that Contractor shall only be required to treat such information and such data as confidential for a period of one year after the termination of this Agreement.
Confidentiality and Conflicts