Confidentiality Data Sample Clauses

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”). (b) The term “Confidential Information” will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by the party receiving the Confidential Information (the “Receiving Party”) or its Representatives, (ii) is or becomes available to the Receiving Party on a non-confidential basis from a source (other than the party providing, directly or indirectly, its Confidential Information (the “Providing Party”) or its Representatives) which, to the Receiving Party’s knowledge after due inquiry, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the Providing Party or its Representatives or (iii) is independently developed by the Receiving Party or its Affiliates without reference to the Confidential Information, and such destruction shall be certified in writing to the Providing Par...

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. 10.2 Any and all data collected, tracked or captured by the Product shall be exclusively owned by Toptracer.

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.

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...

Confidentiality Data. 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.

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). 3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (i) to give access to such Proprietary Information solely to those employees, contractors, and agents with a need to have access thereto for purposes of this Agreement (“Authorized Personnel”), and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Joinder may aggregate data and use such aggregated data to evaluate and improve the Services and otherwise for its business purposes. 3.3 Notwithstanding anything else, Customer agrees that ▇▇▇▇▇▇▇ will have the right to use Aggregated Data for the purpose of improving and developing the Services, including without limitation by training certain automated functions, and for other business purposes of Joinder, provided that in each case Joinder must not share with any third party (except its Personnel) Aggregated Data in any manner which reveals (or reasonably allows the re- identification of) the identity of Customer. “Aggregated Data” means any and all (i) data reflecting the access or use of the Services by or on behalf of Customer and its End Users, including visit, session, impression, click- through, click stream-data or an...

Confidentiality Data