Confidentiality and Security Section 1: Service Provider agrees that all of its employees, contractors, subcontractors, or associates will comply with all state and federal law and with TJJD policies regarding maintaining the confidentiality of TJJD youth, including, but not limited to, maintaining confidentiality of student records and identifying information.
Confidentiality and Data Protection 12.1 Buyer undertakes that it shall not at any time disclose to any person any confidential information concerning (i) the business, affairs, customers, clients or suppliers of Seller or any of its affiliates and (ii) the operations, processes, product information, recipes and formulae, know-how, designs, trade secrets of Seller or any of its affiliates, except as permitted by Condition 12.2 (“Confidential Information”).
Confidentiality and Data Security (a) The Custodian agrees to keep confidential, and to cause its employees and agents to keep confidential, all records of the Funds and information relating to the Funds, including without limitation information as to their respective shareholders and their respective portfolio holdings, unless the release of such records or information is made (i) in connection with the services provided under this Agreement, (ii) at the written direction of the applicable Fund or otherwise consented to, in writing, by the respective Funds, (iii) in response to a request of a governmental, regulatory or self-regulatory authority or agency or pursuant to a subpoena, court order or other legal process, in each case with respect to which the Custodian has determined, on the advice of counsel, that it is required to comply, or (iv) where the Custodian has determined, on the advice of counsel, that the failure to release such information would expose the Custodian to civil or criminal contempt proceedings; provided in the case of clause (iii) or (iv) the Custodian provides the applicable Fund written notice of such requirement to release such records or information, to the extent such notice is permitted. The foregoing shall not be applicable to any information that is publicly available when provided and shall cease to be applicable to any information that thereafter becomes publicly available, other than through a breach of this Section 10(a), or that is independently derived by any party hereto without the use of any information derived in connection with the services provided under this Agreement. Notwithstanding the foregoing but subject to Section 10(d), (1) the Custodian may use information regarding the Funds in connection with certain functions performed on a centralized basis by the Custodian, its affiliates or its or their service providers (including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, compilation and analysis of customer-related data and storage) and disclose such information to its affiliates and to its or their service providers who are subject to the confidentiality obligations hereunder with respect to such information, but only for the purpose of servicing the Funds in connection with the relationship contemplated by this Agreement or providing additional services to the Funds, and (2) the Custodian may aggregate Fund or Portfolio data with similar data of other customers of the Custodian (“Aggregated Data”) and may use Aggregated Data so long as such Aggregated Data represents such a sufficiently large sample that no Fund or Portfolio data can be identified either directly or by inference or implication.
Confidentiality and Proprietary Information 6.1 For the purposes of this Agreement, “
Confidentiality and Restrictive Covenants (a) The Executive acknowledges that:
Confidentiality and Trade Secrets Employee agrees that the Company has a proprietary interest in (1) its relationships with its customers, clients, associates and agents and (2) its business methods, systems, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, memoranda, notes, proprietary information, business information, technical data, trade secrets, know-how, ways of doing business, research, requirements, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred to as the “confidential information”). Employee agrees that said information may constitute a trade secret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality of the foregoing, confidential information would also include, but not be limited to, any materials, information or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment by the Company, he shall not (other than pursuant to his duties hereunder or with the prior written consent of a duly authorized representative of the Company) disclose, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company), or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning the Company’s business, shall be the Company’s exclusive property and shall be delivered by Employee to the Company upon expiration or termination of this Agreement or at any other time upon request of the Company. The provisions of this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach of this Section of the Agreement, the Company shall, in addition to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded to the Company in a civil action for damages arising from said breach, or (2) liquidated damages in the amount equal to Employee’s base salary. The Company agrees the Company has no proprietary interest in the following information:
Confidentiality and Non-Use The recipient of a disclosing Party’s Confidential Information shall maintain such Confidential Information in confidence, and shall disclose such Confidential Information only to its employees, agents, consultants, Affiliates, licensors, sublicensees, attorneys, accountants, investors, potential acquirors and advisors who have a reasonable need to know such Confidential Information and who are bound by obligations of confidentiality and non-use no less restrictive than those set forth herein and for whom each Party shall be responsible for any breach of this Section 6. The recipient of the disclosing Party’s Confidential Information shall use such Confidential Information solely to exercise its rights and perform its obligations under this Agreement (including, without limitation, the right to use and disclose such Confidential Information in regulatory applications and filings), unless otherwise mutually agreed in writing. The recipient of the other Party’s Confidential Information shall take the same degree of care that it uses to protect its own confidential and proprietary information of a similar nature and importance (but in any event no less than reasonable care).
Confidentiality and Privacy The Training Provider must not, without the prior written approval of the Department, disclose (or permit the disclosure of) information regarding this VET Funding Contract (including details of the Funds being provided by the Department in respect of any individual) or any Confidential Information of the Department or the State, except: to the extent required under this VET Funding Contract; to the extent required by Law; to its solicitors, barristers and/or other professional advisors in order to obtain advice in relation to its rights under this VET Funding Contract, the Training Services or the Funds and provided such advisors are under a duty of confidentiality; to the extent necessary for the registration or recording of documents where required; and/or to the extent required in connection with legal proceedings, and then only to the extent strictly necessary for that purpose. The Training Provider acknowledges and agrees that: the Department may disclose or otherwise make available (whether to the public generally or to any particular person or group of persons) any and all information relating to the Training Provider and this VET Funding Contract (including Confidential Information of the Training Provider), including: course and qualification details; government subsidised fee information; details of the Funds paid; the contents of any surveys in which the Training Provider participates pursuant to Clause 4.5(j)(ii) or any employer surveys; any information that the Training Provider is required to publish on its website or otherwise make publicly available under this VET Funding Contract; details of any non-compliance by the Training Provider with this VET Funding Contract; any action taken by the Department under this VET Funding Contract; and findings and outcomes of any audits or reviews undertaken pursuant to this VET Funding Contract, as it considers reasonably appropriate to facilitate the proper operation of the Skills First Program, including as contemplated by Clause 12.3 of Schedule 1; the Department may disclose information referred to in paragraph (a), and any information regarding any suspected non-compliance by the Training Provider with this VET Funding Contract, for the purpose of satisfying its obligations under: the Freedom of Information Act 1982 (Vic); the Ombudsman Act 1973 (Vic); or the Audit Act 1994 (Vic); or the requirements of Parliamentary accountability or a Minister's obligations to fulfil their duties of office; and the Department may disclose information referred to in paragraph (a) or paragraph (b) to the counterparty to any Other VET Funding Arrangement, any regulator who has responsibility for issuing or monitoring compliance with the applicable registration referred to in Clause 4.1(a), or other government entity in any jurisdiction that has an interest in the regulation and funding of the VET sector. The Training Provider must take all steps and make all efforts to assist the Department in complying with any of the obligations referred to in Clause 13.2(b). The Training Provider acknowledges that it will be bound by the Information Privacy Principles and any applicable Code of Practice with respect to any act done or practice engaged in by the Training Provider under or in connection with this VET Funding Contract in the same way and to the same extent as the Department would have been bound had it been directly done or engaged in by the Department. The Training Provider must include a standard privacy notice in all enrolment forms, in accordance with the Victorian VET Student Statistical Collection Guidelines, which advises Eligible Individuals how their data may be supplied to and used by the Department and Commonwealth VET Student Loan agencies. The Training Provider must, in collecting any Personal Information for the purposes of this VET Funding Contract, ensure that it has obtained all necessary consents for: the Training Provider to collect, use, hold and disclose that Personal Information, including by disclosing it to the Department as contemplated by this VET Funding Contract (including by way of the submission of reports under Clause 12 of Schedule 1, for the purposes of complying with Record disclosure obligations under Clause 10 and in the course of any audit, review or investigation under Clause 11); and the Department to collect, use, hold and disclose that Personal Information for the purposes of this VET Funding Contract and its operation and management of the Skills First Program, in accordance with all applicable Laws, including the PDP Act, the Health Records Act and (if applicable to the Training Provider) the Privacy Act 1988 (Cth). The Training Provider must cooperate with, and provide any assistance requested by, the Department in relation to: resolving any complaint made to the Department alleging a breach of the PDP Act or the Health Records Act in relation to any Personal Information collected, used, held or disclosed by the Department that was provided to it by the Training Provider in connection with this VET Funding Contract; and providing access to or amendment of any record of Personal Information collected, used, held or disclosed in connection with this VET Funding Contract following a request from an individual made to the Department.
Confidentiality and Proprietary Rights Executive agrees to read, sign and abide by Company’s Employee Innovations and Proprietary Rights Assignment Agreement, which is provided with this Agreement and incorporated herein by reference.
Confidentiality and Non-Disclosure The Executive hereby agrees at all times during the term of the Employment and after his termination, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without prior written consent of the Company, any Confidential Information. The Executive understands that “Confidential Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients, customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of other employees of the Company or other business information disclosed to the Executive by or obtained by the Executive from the Company, its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the Executive.
