Confidentiality and Use of Evaluation Material Sample Clauses

Confidentiality and Use of Evaluation Material. Buyer agrees that Buyer and its Representatives shall (i) use the Evaluation Material solely for the purpose of evaluating, negotiating and consummating the Transaction;2 (ii) except as otherwise permitted by this Section 2 or Section 4(c), keep all Evaluation Material strictly confidential; and (iii) disclose Evaluation Material only to Representatives of Buyer to whom disclosure is needed to facilitate Buyer’s evaluation, negotiation and/or consummation of the Transaction [and to Permitted Co-Bidders]. Before Buyer or any of its Representatives provides access to any Evaluation Material to any of its Representatives [or any Permitted Co-Bidder], Buyer agrees that it or one of its Representatives shall inform such Representative [or Permitted Co-Bidder] of the provisions of this Agreement and instruct it to comply with the provisions hereof applicable to its Representatives.
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Confidentiality and Use of Evaluation Material. The Receiving Party agrees that it and its Representatives shall (i) use the Disclosing Party’s Evaluation Material solely for the purpose of evaluating, negotiating and consummating the Transaction;2 (ii) except as otherwise permitted by this Section 2 or Section 4(c), keep all such Evaluation Material strictly confidential; and (iii) disclose such Evaluation Material only to Representatives of the Receiving Party to whom disclosure is needed to facilitate the Receiving Party’s evaluation, negotiation and/or consummation of the Transaction [and to Permitted Co-Bidders]. Before the Receiving Party or any of its Representatives provides access to any of the Disclosing Party’s Evaluation Material to any of the Receiving Party’s Representatives [or any Permitted Co-Bidder], the Receiving Party agrees that it or one of its Representatives shall inform such Representative [or Permitted Co-Bidder] of the provisions of this Agreement and instruct it to comply with the provisions hereof applicable to its Representatives.
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Confidentiality and Use of Evaluation Material. (a) Confidentiality of Evaluation Material. All Evaluation Material (i) -------------------------------------- shall be used solely for the purpose of evaluating and considering the Transaction; (ii) shall be kept strictly confidential by the Receiving Party; and (iii) shall be provided by the Receiving Party solely to those of its Representatives to whom disclosure is reasonably deemed to be required to facilitate the Receiving Party's evaluation or consideration of the Transaction. The parties agree that all Evaluation Material is and shall remain the property of the Furnishing Party. Before providing access to Evaluation Material to any Representative, the Receiving Party shall inform such Representative of the contents of this Agreement and the confidentiality of the Evaluation Material, and shall advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing to be bound by this Agreement. Each party shall instruct its Representatives to observe the terms of this Agreement and shall be responsible for any breach of this Agreement by any of its Representatives.
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Confidentiality and Use of Evaluation Material. You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that could result to the Company if any information contained therein is disclosed to a third party. You agree that all Evaluation Material shall be: (i) used by you solely for the purpose of evaluating the Transaction and for no other purpose; (ii) kept confidential; and (iii) disclosed by you only to those of your Representatives to whom disclosure is needed in order to facilitate your evaluation of or participation in the Transaction. Before providing access to any Evaluation Material to any of your Representatives, you shall inform such Representatives of the provisions of this Agreement that are applicable to Representatives and such Representatives shall agree to comply with such provisions as if they were a party to this Agreement and had undertaken the obligations applicable to Representatives under this Agreement. In any event, you agree to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material, and, at your sole expense, to take all reasonable measures (including court proceedings) to restrain yourself and your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. The parties agree that this Section 2(a) is not intended, and shall not be interpreted or construed, to be or to serve as a non-competition covenant.
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Confidentiality and Use of Evaluation Material. The Receiving Party agrees that it and its Representatives shall (i) use the Disclosing Party’s Evaluation Material solely for the purpose of evaluating, negotiating and consummating the Transaction;2
Sample 1
Confidentiality and Use of Evaluation Material. Each Receiving Party hereby agrees that the Evaluation Material will be used solely for the purpose of evaluating a possible transaction involving the parties and that the Evaluation Material will be kept confidential by such Receiving Party and its Representatives; provided, however, that (i) unless otherwise specified, Evaluation Material may be disclosed to Representatives of the Receiving Party who need to know such information for the purpose of evaluating any possible transaction involving the parties (it being understood that such Representatives shall be informed of the confidential nature of such information and shall be directed to treat such information confidentially and in accordance with this Agreement), (ii) any disclosure of Evaluation Material may be made to which a Disclosing Party consents in writing, and (iii) any disclosure of Evaluation Material may be made as otherwise required by law in the written opinion of counsel to the Receiving party (including, without limitation, pursuant to any federal or state securities laws or pursuant to any legal, regulatory or legislative proceeding or pursuant to any applicable stock exchange rules), as contemplated by the immediately following sentence (the "Legal Exception"): In the event that a Receiving Party or anyone to whom such Receiving Party supplies the Evaluation Material receives a request to disclose all or any part of the information contained in the Evaluation Material under the terms of a subpoena, order, civil investigation demand or similar process or other oral or written request, issued by a court of competent jurisdiction or by a federal, state or local, foreign or domestic, governmental or regulatory body or agency, such Receiving Party agrees to the extent practicable to (i) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request, (ii) consult with the Disclosing Party as to the advisability of taking legally available steps to resist or narrow such request, and (iii) only disclose such information after complying with clauses (i) and (ii) and exercising reasonable effort, if so requested by the Disclosing Party and at the Disclosing Party's sole expense, to obtain, to the extent practical, an order or other reliable assurance that confidential treatment will be accorded to such portion of any disclosed information which the Disclosing Party so designates. Each Receiving Party hereby acknowledges that it is aware, and that it w...
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Confidentiality and Use of Evaluation Material. Except as required by law or regulation or as otherwise provided for herein, you agree that all Evaluation Material shall be kept confidential and disclosed by you only to those of your Representatives to whom disclosure is needed in order to facilitate your evaluation of the Transaction and who will abide to maintain the confidentiality of the Evaluation Material. You shall be liable for any breaches of this Agreement to the extent applicable to Representatives by any of your Representatives unless such Representatives have entered into a confidentiality agreement with the Company.
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Confidentiality and Use of Evaluation Material. Until this Agreement expires pursuant to Section 8, the Confidential Information will be kept confidential and will not, without the prior written consent of the Company, be disclosed by us or our Representatives, and will not be used by us or our Representatives for any purpose other than evaluating the Transaction, except that 3M may use and disclose the Confidential Information in connection with any Business Combination proposal that is not restricted by the express terms of the standstill provisions in Section 2 hereof. Moreover, we may transmit the Confidential Information only to those Representatives who need to know the Confidential Information for the purpose of evaluating the Transaction, who are informed by us of the confidential nature of the Confidential Information, and who agree to be bound by this Agreement.
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Confidentiality and Use of Evaluation Material 
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Related to Confidentiality and Use of Evaluation Material

  • Confidentiality and Use of Information (a) Consultant shall hold in trust for the District, and shall not disclose to any person, any confidential information. Confidential information is information which is related to the District's research, development, trade secrets and business affairs, but does not include information which is generally known or easily ascertainable by nonparties through available public documentation.

  • 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; Access to Information (a) The parties acknowledge that Company and Parent have previously executed a Confidentiality Agreement, dated as of February 3, 1999 (the "Confidentiality Agreement"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms.

  • Confidentiality; Use of Name Portfolio Manager and the Trust acknowledge and agree that during the term of this Agreement the parties may have access to certain information that is proprietary to the Trust or Portfolio Manager, respectively (or to their affiliates and/or service providers). The parties agree that their respective officers and employees shall treat all such proprietary information as confidential and will not use or disclose information contained in, or derived from such material for any purpose other than in connection with the carrying out of their responsibilities under this Agreement and the management of the Trust’s assets, provided, however, that this shall not apply in the case of: (i) information that is publicly available; and (ii) disclosures required by law or requested by any regulatory authority that may have jurisdiction over Portfolio Manager or the Trust, as the case may be, in which case such party shall request such confidential treatment of such information as may be reasonably available. In addition, each party shall use its reasonable efforts to ensure that its agents or affiliates who may gain access to such proprietary information shall be made aware of the proprietary nature and shall likewise treat such materials as confidential. It is acknowledged and agreed that the names “Xxxxxx Xxxxxxxxx,” “Xxxxxx Xxxxxxxxx Chief Investment Officers” (which is a registered trademark of Xxxxxx Xxxxxxxxx & Co., Inc. (“HCCI”)), “HC Capital” and derivatives of each, as well as any logo that is now or shall later become associated with either name (“Marks”) are valuable property of HCCI and that the use of the Marks, or any one of them, by the Trust or its agents is subject to the license granted to the Trust by HCCI. Portfolio Manager agrees that it will not use any Xxxx without the prior written consent of the Trust. Portfolio Manager consents to use of its name, performance data, biographical data and other pertinent data, and the Parametric Marks (as defined below), by the Trust for use in marketing and sales literature, provided that any such marketing and sales literature shall not be used by the Trust without the prior written consent of Portfolio Manager, which consent shall not be unreasonably withheld. The Trust shall have full responsibility for the compliance by any such marketing and sales literature with all applicable laws, rules, and regulations, and Portfolio Manager will have no responsibility or liability therefor. The provisions of this Section 8 shall survive termination of this Agreement. It is acknowledged and agreed that the names “Parametric Portfolio Associates” and “Parametric Xxxxxxx” and any portions or derivatives thereof, as well as any logo that is now or shall later become associated with such name (“Parametric Marks”), are valuable property of Portfolio Manager and that the use of the Parametric Marks by the Trust or its agents is permitted only so long as this Agreement is in place. The provisions of this Section 8 shall survive termination of this Agreement.

  • Confidentiality of Vendor Data Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third-party administrators to effectuate Vendor’s TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. If Vendor otherwise considers any portion of Vendor’s Data to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code (the “Public Information Act”) or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of Vendor’s proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor’s proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects Vendor’s interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General within the time period prescribed by the Public Information Act. Notwithstanding any other information provided in this solicitation or Vendor designation of certain Vendor Data as confidential or proprietary, Vendor’s acceptance of this TIPS Vendor Agreement constitutes Vendor’s consent to the disclosure of Vendor’s Data, including any information deemed confidential or proprietary, to TIPS Members or as ordered by a Court or government agency, including without limitation the Texas Attorney General. Vendor agrees that TIPS shall not be responsible or liable for any use or distribution of information or documentation by TIPS Members or as required by law.

  • Confidentiality and Proprietary Information 6.1 For the purposes of this Agreement, “

  • 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 Intellectual Property 6.1 You must not disclose to any other person or entity any confidential information belonging to the Group or any of its divisions, customers, suppliers or collaboration partners (including, without limitation, this Contract, specifications, formulae, manufacturing processes, know-how and any technical or economic information) or use such information for any purpose except for the supply of goods and/or services to us or as expressly authorised in writing by us. You must return to us such information and any copies if requested.

  • Confidentiality Statement All persons that will be working with PHI COUNTY 21 discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of 22 COUNTY must sign a confidentiality statement that includes, at a minimum, General Use, Security and 23 Privacy Safeguards, Unacceptable Use, and Enforcement Policies. The statement must be signed by the 24 workforce member prior to access to such PHI. The statement must be renewed annually. The 25 CONTRACTOR shall retain each person’s written confidentiality statement for COUNTY inspection 26 for a period of six (6) years following the termination of the Agreement.

  • 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.

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