Common use of Confidentiality Information Clause in Contracts

Confidentiality Information. Each party (the "RECEIVING PARTY") acknowledges that by reason of its relationship to the other party (the "DISCLOSING PARTY") hereunder, the Receiving Party will have access to certain information and materials, including the terms of this Agreement, concerning the Disclosing Party's business, plans, technology, products and services that are confidential and of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties ("CONFIDENTIAL INFORMATION"). The Receiving Party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the Disclosing Party. The Receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information. Upon request by the Receiving Party, the Disclosing Party shall advise whether or not it considers any particular information to be Confidential Information. The Receiving Party shall not publish any technical description of the Disclosing Party's Confidential Information beyond any descriptions published by the Disclosing party. In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdiction.

Appears in 9 contracts

Samples: 15 Reseller Agreement (Medianet Group Technologies Inc), 14 Reseller Agreement (Medianet Group Technologies Inc), Reseller Agreement (Medianet Group Technologies Inc)

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Confidentiality Information. Each party (the "RECEIVING PARTY") acknowledges that by reason of its relationship to the other party (the "DISCLOSING PARTY") hereunder, the Receiving Party will have access to certain information and materials, including the terms of this Agreement, concerning the Disclosing Party's business, plans, technology, products and services that are confidential and of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties ("CONFIDENTIAL INFORMATION"). The Receiving Party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the Disclosing Party. The Receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information. Upon request by the Receiving Party, the Disclosing Party shall advise whether or not it considers any particular information to be Confidential Information. The Receiving Party shall not publish any technical description of the Disclosing Party's Confidential Information beyond any descriptions published by the Disclosing party. In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdiction. BSP AGREES TO KEEP THE NAMES OF ALL MEMBERS PROVIDED HEREUNDER AS CONFIDENTIAL, AND SHALL NOT SHARE THAT INFORMATION WITH ANY OTHER COMPANY OR ENTITY. BSP ALSO AGREES THAT THEY WILL NOT SOLICIT THE MEMBERS PROVIDED WITHOUT THE PRIOR CONSENT OF THE MEMBER PROVIDER.

Appears in 3 contracts

Samples: BSP Rewards Member Provider Agreement (Medianet Group Technologies Inc), BSP Rewards Member Provider Agreement (Medianet Group Technologies Inc), BSP Rewards Member Provider Agreement (Medianet Group Technologies Inc)

Confidentiality Information. Each party (the "RECEIVING PARTYReceiving Party") acknowledges that by reason of its relationship to the other party (the "DISCLOSING PARTYDisclosing Party") hereunder, the Receiving Party will have access to certain information and materials, including the terms of this Agreement, concerning the Disclosing Party's business, plans, technology, products and services that are confidential and of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties ("CONFIDENTIAL INFORMATIONConfidential Information"). The Receiving Party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the Disclosing Party. The Receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information. Upon request by the Receiving Party, the Disclosing Party shall advise whether or not it considers any particular information to be Confidential Information. The Receiving Party shall not publish any technical description of the Disclosing Party's Confidential Information beyond any descriptions published by the Disclosing party. In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdiction.

Appears in 1 contract

Samples: Portal License Agreement (Medianet Group Technologies Inc)

Confidentiality Information. Each party (the "RECEIVING PARTY") acknowledges that by reason of its relationship to the other party (the "DISCLOSING PARTY") hereunder, the Receiving Party will have access to certain information and materials, including the terms of this Agreement, concerning the Disclosing Party's business, plans, technology, products and services that are confidential and of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties ("CONFIDENTIAL INFORMATION"). The Receiving Party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the Disclosing Party. The Receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information. Upon request by the Receiving Party, the Disclosing Party shall advise whether or not it considers any particular information to be Confidential Information. The Receiving Party shall not publish any technical description of the Disclosing Party's Confidential Information beyond any descriptions published by the Disclosing party. In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable appeal able order of a court of competent jurisdiction. Member Provider agrees not to circumvent BSP in any manner relative to service providers and clients of BSP or to utilize the information gathered to circumvent and sell against BSP.

Appears in 1 contract

Samples: Member Provider With Site Agreement (Gift Card Digest Corp.)

Confidentiality Information. Each party (the "RECEIVING PARTYReceiving Party") acknowledges that by reason of its relationship to the other party (the "DISCLOSING PARTYDisclosing Party") hereunder, the Receiving Party will have access to certain information and materials, including the terms of this Agreement, concerning the Disclosing Party's business, plans, technology, products and services that are confidential and of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties ("CONFIDENTIAL INFORMATIONConfidential Information"). The Receiving Party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the Disclosing Party. The Receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information. Upon request by the Receiving Party, the Disclosing Party shall advise whether or not it considers any particular information to be Confidential Information. The Receiving Party shall not publish any technical description of the Disclosing Party's Confidential Information beyond any descriptions published by the Disclosing party. In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdiction. BSP agrees to keep the names of all members provided hereunder as confidential, and shall not share that information with any other company or entity. BSP also agrees that they will not solicit the members provided without the prior consent of the Member Provider and or their organization.

Appears in 1 contract

Samples: BSP Rewards Corporate Member Provider and Portal Agreement (Medianet Group Technologies Inc)

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Confidentiality Information. Each During the term of this Agreement, either party (the "RECEIVING PARTY") acknowledges that by reason of its relationship may disclose Confidential Information to the other party in furtherance of the provision of the Program. “Confidential Information” means any and all technical, business, and other information that derives value, economic or otherwise, actual or potential, from not being generally known to the public or other third parties who can obtain value from its use or disclosure, including without limitation, technical or nontechnical data, devices, methods, drawings, processes, financial data or plans, donor lists, and information regarding strategies, business plans, operations, or marketing. “Confidential Information” includes information disclosed or owned by third parties that is treated by the disclosing party as confidential or that the disclosing party is required to treat as confidential, whether such obligation is contractual or arises by operation of law. Use of Confidential Information. Each party agrees not to disclose, copy, modify, distribute, or otherwise transfer the other Page 1 of 4 (v1.2, 2022-03-22) party’s Confidential Information, or any part thereof, to any other person at any time, except as specifically permitted by this Agreement. Each party may disclose the Confidential Information of the disclosing party to its employees, contractors, or agents who have a specific need to know in order to perform the receiving party’s obligations hereunder, each of whom is notified in writing of the confidentiality obligations as provided herein. Each party is responsible for its employees’, contractors’, and agents’ actions with respect to the other party’s Confidential Information. Each party shall use the other party’s Confidential Information only to fulfill its obligations hereunder and not for any other purpose. Except for Confidential Information that constitutes sensitive personal information (the "DISCLOSING PARTY"disclosure of which is prohibited under other federal or state data security or privacy laws) hereunderor which constitutes a trade secret under law, the Receiving Party obligations and restrictions set forth in this Agreement shall not apply to any Confidential Information that the receiving party can establish by credible written evidence: (i) is or becomes part of the public domain without breach of this Agreement by the receiving party; (ii) is lawfully in the possession of a receiving party, without restriction, prior to receiving it from the disclosing party; (iii) is independently developed by or for a receiving party without use of, or reference to, Confidential Information; (iv) is received from a third party who lawfully acquires such information without restriction, and without breach of this Agreement by a receiving party; and/or (v) is released pursuant to a binding court order or government regulatory agency, provided that the receiving party delivers a copy of such order or action to the other party and cooperates with the other party if it elects to contest such disclosure. Data Security. Each of MOD and Recipient agree to comply with our respective obligations arising from data protection and privacy laws in effect from time to time as applicable to the Programs. This includes, without limitation, (i) the obligation, if any, of Recipient to obtain any required consent(s) with respect to the transfer of information to MOD relating to an identified or identifiable individual that is subject to applicable data protection, privacy, or other similar laws (“Personal Information”) and (ii) any obligation with respect to the use, disclosure and transfer by MOD of Personal Information as necessary to provide the Program or as expressly permitted under this Agreement. MOD agrees that it will have access to certain information and materials, including handle such Personal Information consistent with the terms of this Agreement, concerning the Disclosing Party's business, plans, technology, products and services that are confidential and of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties ("CONFIDENTIAL INFORMATION"). The Receiving Party agrees that it shall not use in including any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the Disclosing Party. The Receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information. Upon request by the Receiving Party, the Disclosing Party shall advise whether or not it considers any particular information to be Confidential Information. The Receiving Party shall not publish any technical description of the Disclosing Party's Confidential Information beyond any descriptions published by the Disclosing party. In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Partyrelevant Program Appendix, and for purposes of providing the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdictionProgram.

Appears in 1 contract

Samples: Mio Recipient Agreement Terms and Conditions

Confidentiality Information. Each party (the "RECEIVING PARTYReceiving Party") --------------------------- --------------- acknowledges that by reason of its relationship to the other party (the "DISCLOSING PARTYDisclosing Party") hereunder, the Receiving Party will have access to ---------------- certain information and materials, including the terms of this Agreement, concerning the Disclosing Party's business, plans, technology, products and services that are confidential and of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties ("CONFIDENTIAL INFORMATIONConfidential Information"). The Receiving Party agrees that it shall ------------------------ not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the Disclosing Party. The Receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information. Upon request by the Receiving Party, the Disclosing Party shall advise whether or not it considers any particular information to be Confidential Information. The Receiving Party shall not publish any technical description of the Disclosing Party's Confidential Information beyond any descriptions published by the Disclosing partyParty. In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdiction.

Appears in 1 contract

Samples: Service Subscription Agreement (Verticalnet Inc)

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