Confidentiality Obligation If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.
Confidentiality Obligations To the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.
Exceptions to Confidentiality Obligations 4.1 This Agreement imposes no obligation upon the Recipient with respect to the City’s Confidential Material received hereunder that
Duration of Confidentiality Obligation These obligations apply (1) for Customer Data, until it is deleted from the Online Services; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information. Product warranties.
Survival of Confidentiality Obligations The Parties’ rights and obligations under this Section 10 shall survive and continue in effect until two (2) years after the expiration or termination date of this Agreement with regard to all Information exchanged during the term of this Agreement. Thereafter, the Parties’ rights and obligations hereunder survive and continue in effect with respect to any Information that is a trade secret under applicable law.
OBLIGATIONS AND ACTIVITIES OF CONTRACTOR AS BUSINESS ASSOCIATE 1. Contractor agrees not to use or further disclose PHI County discloses to Contractor other than as permitted or required by this Business Associate Contract or as required by law.
Obligations after Termination a. Following termination of this Agreement, a Party shall remain liable for all obligations arising hereunder prior to the effective date of termination, including all obligations accrued prior to the effective date, imposed on the Party by this Agreement or the ISO Tariffs or other ISO Related Agreements.
Obligations of the Company Upon Termination of Employment (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive's employment shall be terminated:
Indemnification of Employer The Association on behalf of itself and the OEA and NEA agrees to indemnify the Board for any cost or liability incurred as a result of the implementation and enforcement of this provision provided that:
Indemnification Related to Confidentiality of Materials The Contractor will protect, defend, indemnify, and hold harmless the Department for claims, costs, fines, and attorney’s fees arising from or relating to its designation of materials as trade secret or otherwise confidential.
