Confidentiality Defined Sample Clauses

Confidentiality Defined. For purposes of these Standard Terms and Conditions, “Confidential Information” shall mean any hard copy or computer generated information and any information in other tangible form supplied by one party hereto to the other which is clearly marked as confidential or proprietary, or, if orally or visually disclosed, is identified as confidential or proprietary upon disclosure and is also summarized in a written memorandum marked as confidential and proprietary that is delivered by the disclosing party to the receiving party promptly after the disclosure has been made.
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Confidentiality Defined. For the purposes of this Agreement, the term "Confidential Information" shall be any information embodying concepts, ideas, techniques, proprietary information, know-how, formulations, market data, customer lists, product specifications and accounting data which:
Sample 1Sample 2See All (6)
Confidentiality Defined. For purposes of this Agreement, "Confidential Information" means any information, in whatever format, that is of value to the Life Company and/or Distributor and not generally known to its competitors, including but not limited to names of current or potential customers, confidential financial and accounting information, business methods and procedures, business plans, marketing plans and strategies, product and rate information, policy records, personnel records, training and operational manuals, any information concerning a customer of the Life Company that is deemed "nonpublic personal information" as defined under Title V of the Gramm-Leach-Bliley Act, codifiex xx 00 X.X.X.xs. 6801 et seq., and xxx xxxxementing regulations as may be amended from time to time ("GLB"), information that is considered protected health information under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and any other information designated by the Life Company as confidential. Confidential Information excludes (i) information that is in the public domain without a breach of this Agreement and without reliance on the Confidential Information and (ii) information a party obtains from a third party without breach of this Agreement.
Sample 1Sample 2
Confidentiality Defined. For purposes of this Agreement, "Confidential Information" means any information, in whatever format, that is of value to the Life Company and/or Distributor and not generally known to its competitors, including but not limited to names of current or potential customers, confidential financial and accounting information, business methods and procedures, business plans, marketing plans and strategies, product and rate information, policy records, personnel records, training and operational manuals, any information concerning a customer of the Life Company that is deemed "nonpublic personal information" as defined under Title V of the Gramm-Leach-Bliley Act, codifiex xx 00 X.X.X. xx. 6801 et seq., and its implementing regulations as may be amended from time to time ("GLB"), information that is considered protected health information under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and any other information designated by the Life Company as confidential. Confidential Information excludes (i) information that is in the public domain without a breach of this Agreement and without reliance on the Confidential Information and (ii) information a party obtains from a third party provided it is obtained without breach of this Agreement and was disclosed by the third party without a violation of an independent obligation of confidentiality or applicable law of which the Broker/Dealer or Insurance Agent is aware.
Sample 1
Confidentiality Defined. For the purposes of this Agreement, the term "Confidential Information" shall be any information embodying concepts, ideas, techniques, proprietary information, know-how, formulations, market data, customer lists, product specifications and accounting data which: is disclosed by one party hereto to the other; is claimed by the disclosing party to be secret, confidential and proprietary to the disclosing party; and if disclosed in writing, is marked by the disclosing party to indicate its confidential nature or, if disclosed orally as confidential, is confirmed in writing by the disclosing party to be confidential within ten (10) days following disclosure. Non-Disclosure. During the period that this Agreement remains in effect and for a period of three (3) years following termination hereof, each party (except as is explicitly otherwise required hereby) shall keep confidential, shall not use for itself or for the benefit of others and shall not copy or allow to be copied in whole or in part any Confidential Information disclosed to such party by the other. The obligation of confidentiality imposed upon the parties by the foregoing paragraph shall not apply with respect to any alleged Confidential Information which: is known to the recipient thereof, as evidenced by said recipient's written records, prior to receipt thereof from the other party hereto; is disclosed to said recipient after the date hereof by the third party who has the right to make such disclosures and who does not violate any confidentiality agreement with the affected party hereto; is or becomes a part of the public domain through no fault of the said recipient; or is required by law or judicial or administrative process to be disclosed. Non-Disclosure of Relationship. PERIMMUNE and MENTOR shall agree to keep confidential and not disclose to third parties, the supply and working relationship under this Agreement.
Sample 1
Confidentiality Defined. For the purposes of this Agreement, the term "Confidential Information" shall be any information embodying concepts, ideas, techniques, proprietary information, know-how, formulations, market data, customer lists, product specifications and accounting data which: 1) is disclosed by one party hereto to the other; 2) is claimed by the disclosing party to be secret, confidential and proprietary to the disclosing party; and 3) if disclosed in writing, is marked by the disclosing party to indicate its confidential nature or if disclosed orally as confidential, is confirmed in writing by the disclosing party to be confidential within ten ( 10) days following disclosure. (b)
Sample 1
Confidentiality Defined. “ Confidential Information” shall mean all information disclosed by either party to the other party in oral , written or machine-readable form, which has value because it is not generally known and the owner uses reasonable efforts to protect it and identify it in writing as confidential. Confidential Information also includes information that has been disclosed by a third party that is required to be treated as confidential. All Confidential Information shall be marked as such or designated as such in writing within thirty (30) days following disclosure to either party. Confidential Information does not include any information which: (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; (iv) is independently developed by the other party; or (v) is disclosed by operation of law. All Confidential Information shall remain the exclusive property of the discloser or its licensors.
Sample 1
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Related to Confidentiality Defined

  • Confidentiality of the Agreement The parties agree that the terms and provisions of this Agreement shall be kept confidential and shall be disclosed only to those persons and entities as required by law or as permitted by the other party hereto. The parties may, however, disclose the existence of this Agreement to any person or entity.

  • CONFIDENTIALITY AND LOYALTY The Executive acknowledges that heretofore or hereafter during the course of his employment he has produced and received, and may hereafter produce, receive and otherwise have access to various materials, records, data, trade secrets and information not generally available to the public (collectively, "Confidential Information") regarding the Employer and its subsidiaries and affiliates. Accordingly, during and subsequent to termination of this Agreement, the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by law or by any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder. All records, files, documents, computer diskettes, computer programs and other computer-generated material, as well as all other materials or copies thereof relating to the Employer's business, which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the Employer's premises without its written consent, and shall be promptly returned to the Employer upon termination of the Executive's employment hereunder. The Executive agrees to abide by the Employer's reasonable policies, as in effect from time to time, respecting confidentiality and the avoidance of interests conflicting with those of the Employer.

  • 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/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 of Agreement Executive shall keep the existence and the terms of this Agreement confidential, except for Executive’s immediate family members and Executive’s legal and tax advisors in connection with services related hereto and except as may be required by law or in connection with the preparation of tax returns.

  • 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; Noncompetition (a) The Employer and the Employee acknowledge that the services to be performed by the Employee under this Agreement are unique and extraordinary and, as a result of such employment, the Employee will be in possession of confidential information relating to the business practices of the Company. The term "

  • Confidentiality Provisions (a) Each Management Stockholder acknowledges, represents, and agrees that: (i) the Company’s financial statements and any other Confidential Information (as defined below) that the Company may, in its sole discretion, furnish to the Stockholders contain confidential, proprietary, and material nonpublic information about the Company; (ii) it shall keep the Confidential Information and all information therein secret and confidential; (iii) it shall hold same in accordance with its customary procedures, if any, for handling confidential information on investments; (iv) it shall not disclose the Confidential Information or any information therein to anyone except (A) to its Affiliates (that do not compete with, or engage in any of the same businesses as, the Company), officers, directors, employees, agents or advisors, who are directly involved in the administration of its stockholding in the Company, all of whom must be advised of and agree to adhere to the terms of this Section 6, (B) as required by law, or (C) as requested or required by any provincial, state, federal, national or foreign authority or examiner regulating banks or banking or claiming to have the authority to regulate banks or banking; (v) it shall be responsible for any breach of the terms of this Section 6 committed to anyone to whom it disclosed the Confidential Information or any information therein; (vi) it shall not use the Confidential Information or any information therein for any purpose other than for appropriate purposes in connection with its stockholding in the Company; and (vii) in the event of any breach of the terms of this Section 6, the Company shall be entitled to specific performance and/or injunctive relief (without bond) as a remedy for any such breach, in addition to all other remedies available at law or in equity, and shall be entitled to reimbursement of all legal fees and litigation expenses incurred in enforcing the terms of this Section 6.

  • Confidentiality of Terms The parties hereto shall keep the terms of this Agreement confidential and shall not now or hereafter divulge these terms to any third party except:

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