Confidentiality Data Sample Clauses

Confidentiality Data. The partner organization and NPO must keep confidential any and all unpublished information made known during the course of the agreement and not disclose / published any reports or paper on the basis of information obtained from partner organization and NPO except with the written approval and authorization of partner organization and NPO.
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Confidentiality Data. (a) Seller and the Company shall, and shall cause each of their respective Affiliates, officers, directors, employees and advisors to, hold all non-public information relating to the business of the other party disclosed to such person in connection with this Agreement (“Confidential Information”) confidential and will not use such Confidential Information except as necessary to perform its obligations under this Agreement or in connection with the Termination Services and will not disclose any of the Confidential Information to any Person other than a party’s Affiliates, directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants), agents or in the case of Seller any Person to whom it delegates any responsibilities under this Agreement pursuant to Section 2, unless legally compelled to disclose such information; provided, however, that to the extent the receiving party may become so legally compelled they may only disclose such Confidential Information if they shall first have used commercially reasonable efforts to, and, if practicable and legally permissible, shall have afforded the disclosing party the opportunity to, obtain an appropriate protective order or other satisfactory assurance of confidential treatment for the Confidential Information required to be so disclosed. (b) The term Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party or (ii) is or becomes available to the receiving party on a nonconfidential basis from a source other than the disclosing party that is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. 9. NO
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Confidentiality Data. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
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Confidentiality Data. (a) The Service Provider’s materials, data and information, including any configuration files or indices, that may be provided to the Purchaser or generated in connection with the Services concerning the Service Provider’s business, operations or results of operations (including any such information learned during an audit), and the Purchaser’s materials, data and information, including any configuration files or indices, that may be provided to the Service Provider or generated in connection with the Services concerning the Purchaser’s business, operations and results of operations (including any such information learned during an audit), are proprietary trade secrets and confidential information (“Confidential Information”) of the Service Provider and the Purchaser, respectively, and neither party shall possess any interest, title, lien or right in any Confidential Information of the other. Without the express prior written consent of the other party, each party agrees not to (i) disclose the Confidential Information of the other party or the scope of the Services or other terms of this Agreement (collectively, the “Agreement Terms”) to any third party, or (ii) use the Confidential Information of the other party, in either case, except as necessary to perform its obligations under this Agreement and the Purchase Agreement, and each party shall be responsible for any breaches of this Section 9 by its directors, officers, employees, Affiliates, representatives (including financial advisors, attorneys and accountants) or agents (with respect to each party, its “Representatives”).
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Confidentiality Data. (a) The materials, data and/or information of Utopia that may be provided to SCOA and/or Ipanema concerning the business, operations or results of Utopia (including any such information learned during an audit), and Ipanema's materials, data and/or information provided to Utopia or generated in connection with the Services concerning the disposition of the Receivables, are proprietary trade secrets and confidential information ("Confidential Information") of Utopia and Ipanema, respectively, and no party shall possess any interest, title, lien or right in any Confidential Information of any other. Utopia on one hand, and SCOA and Ipanema on the other hand, agree not to (i) disclose the Confidential Information of the other to any third party or (ii) use the Confidential Information of the other except as necessary to perform its obligations under this Agreement, in either case without the express prior written consent of the other, and each party shall be responsible for any breaches of this Section 6 by its affiliates, directors, officers, employees, representatives (including financial advisors, attorneys and accountants) or agents (the "Representatives").
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Confidentiality Data. The terms of the Confidentiality Addendum attached hereto as EXHIBIT C are incorporated herein by reference. Any passwords to the AdForce Service provided to Adsmart, , AdForce source code, , are confidential and proprietary to All data collected or stored by AdForce in managing and delivering ads for Adsmart which specifically pertain to Adsmart or ads delivered for Adsmart, including, but not limited to, information about sites in the media plan, impression limits, ad costs, campaign results, and click-through or transaction rates (collectively "Campaign Data"), shall be owned by, and be proprietary and confidential to, Adsmart. Accordingly, AdForce may not use said Campaign Data for any purpose other than the delivery of the AdForce Service under this Agreement on behalf of Adsmart; provided, however, that AdForce may use such Campaign Data for reporting or other purposes where such information is aggregated with campaign data from other AdForce customers and/or not specifically identifiable as Adsmart information. Adsmart and AdForce shall jointly own all data collected or stored as a side effect of serving or tracking ads on behalf of Adsmart that is not Campaign Data, having all association with Adsmart and its customers, if any, removed ("Clickstream Data"). AdForce can use Clickstream Data for any purposes that do not expose Campaign Data to any third party, and is specifically authorized to provide a copy of such Clickstream Data to Engage for the duration of this Agreement for purposes of building user profiles in the "Engage Knowledge" profiling application, to use such Clickstream Data locally to build a local copy of such profiles using AdForce's licensed copy of Engage Knowledge and any upgrades or extensions thereof, and to use profiles obtained from Engage and/or generated locally to serve targeted advertising to any and all AdForce customers, subject only to AdForce's separate fee obligations to Engage. Adsmart may request at any time during the term hereof, or any renewal term, to receive copies of Clickstream Data from AdForce as described below. AdForce will use commercially reasonable efforts to implement the necessary mechanisms with Adsmart to supply such data, and shall supply the data at the following rates: [*] per month for files delivered weekly for the preceding week, and [*] per month for files delivered monthly for the preceding month. AdForce will not be required to store information in excess of two (2) months, but will use...
Sample 1
Confidentiality Data. 10.1 Each party undertakes that it shall not at any time during this agreement, and for a period of three (3) years after termination of this agreement, disclose to any person this Agreement or any confidential information concerning the business, affairs, customers, clients, technology, products or suppliers of the other party or of any member of the group of companies to which the other party belongs. Such confidential information may only be used for the purpose of performing obligations under this Agreement. Notwithstanding the foregoing, the Parties understand and acknowledge that this Agreement is a “public record” as that term is defined in the Illinois Freedom of Information Act, 5 ILCS 140/1 et seq. As such, Customer shall be entitled to disclose this Agreement as required by such Act, subject to redacting Toptracer commercial information insofar may be permitted by the Act.
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Confidentiality Data 
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Related to Confidentiality Data

  • Confidentiality/Nondisclosure Employee covenants and agrees that any and all information concerning the customers, businesses and services of the Corporation of which he has knowledge or access as a result of his association with the Corporation in any capacity, shall be deemed confidential in nature and shall not, without the proper written consent of the Corporation, be directly or indirectly used, disseminated, disclosed or published by Employee to third parties other than in connection with the usual conduct of the business of the Corporation. Such information shall expressly include, but shall not be limited to, information concerning the Corporation’s trade secrets, business operations, business records, customer lists or other customer information. Upon termination of employment Employee shall deliver to the Corporation all originals and copies of documents, forms, records or other information, in whatever form it may exist, concerning the Corporation or its business, customers, products or services. In construing this provision it is agreed that it shall be interpreted broadly so as to provide the Corporation with the maximum protection. This Section 11 shall not be applicable to any information which, through no misconduct or negligence of Employee, has previously been disclosed to the public by anyone other than Employee.

  • Confidentiality; Non-Disclosure The State shall exercise at least the same degree of care to safeguard any trade secrets or confidential information of Contractor as the State does its own property of a similar nature and shall take reasonable steps to ensure that neither the confidential information of Contractor nor any part of it will be disclosed for reasons other than its own business interests. Such prohibition on disclosures does not apply to disclosures by the State to its employees, agents or representatives, provided such disclosures are reasonably necessary to the State’s use of the Deliverable, and provided further that the State will take all reasonable steps to ensure that the Deliverable is not disclosed by such parties in contravention of this Contract. The State’s performance of the requirements of this Section shall be subject to the State of Connecticut Freedom of Information Act ("FOIA"). All Records, Client Agency Data, and any Data owned by the State in any form, in the possession of the Contractor or Contractor Parties, whether uploaded, collected, stored, held, hosted, located or utilized by Contractor and Contractor Parties directly or indirectly, must remain within the continental United States.

  • Confidentiality and Nondisclosure (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer relating to the business of Employer and/or its Affiliates (as defined below). Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employer. Employee acknowledges that the provisions of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is bound.

  • 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.

  • Confidentiality; Proprietary Information The Consultant acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Consultant in order for the Consultant to perform their duties under this Agreement. The Consultant acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform the Services on the Client's behalf. Proprietary or confidential information includes, but is not limited to:

  • Confidentiality; Sharing Information Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this nature; provided, however, Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, Affiliates, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective Transferees, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by Applicable Law, Agent, each Lender and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Borrower of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent, any Lender or any Transferee be obligated to return any materials furnished by any Borrower other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Borrower hereby authorizes each Lender to share any information delivered to such Lender by such Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provisions of this Section 16.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement.

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