Confidentiality of Trade Secrets. Distributor agrees that all confidential information received from BARTECH, including without limitation all technical information and service manuals, is and shall remain the property of BARTECH and any and all confidential information of BARTECH may not be copied, reproduced or transferred or disclosed without the prior written consent of BARTECH. Distributor shall return at Distributor's expenses all confidential information to BARTECH at BARTECH' request or upon expiration or termination of this Agreement as provided in paragraph 19 hereof. Distributor shall take all necessary and appropriate action to prevent the unauthorized use or distribution of BARTECH' confidential information.
Confidentiality of Trade Secrets. Each party hereto agrees not to use, copy or disclose the Trade Secrets of the other party, except as permitted by this Assets Purchase Agreement and the other Transaction Documents. Each party shall treat the other's Trade Secrets with at least that degree of care it uses with respect to its own such Trade Secrets. SBCL will give access to its Trade Secrets relating to its provision of Lab EDI Services to those ActaMed personnel who have a need for such access and to no other Person whatsoever. ActaMed will give access to its Trade Secrets relating to the provision of Lab EDI Services to those SBCL personnel who have a need for such access and to no other Person whatsoever. The requirements herein contained with respect to non-disclosure and non-use and protection of each party's Trade Secrets shall permanently survive termination of any other provisions of this Assets Purchase Agreement or the other Transaction Documents. If any party is ordered by a court, administrative agency, or other governmental body of competent jurisdiction to disclose Trade Secrets, or if it is served with or otherwise becomes aware of a motion or similar request that such an order be issued, then such party will not be liable to the other party for disclosure of Trade Secrets required by such order if the disclosing party complies with the following requirements: (1) if an already issued order calls for immediate disclosure, then the disclosing party shall immediately move for or otherwise request a stay of such order to permit the other [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. party to respond; (2) the disclosing party promptly notifies the other party of the motion or order; and (3) the disclosing party does not oppose a motion or similar request by the other party for an order protecting the Trade Secrets including joining or agreeing to (or non-opposition to) a motion for leave to intervene by such other party. Notwithstanding anything to the contrary contained in this Assets Purchase Agreement, SBCL may disclose to the Office of Inspector General of the Department of Health and Human Services (the "OIG") as part of the disclosure SBCL makes under its Integrity Agreement the fact that SBCL and ActaMed have entered into the transactions contemplated by the parties and any information relating to such transaction or this Assets Purchase Agr...
Confidentiality of Trade Secrets. (a) Executive shall not, at any time on or after the date of this Agreement, disclose, directly or indirectly, to any person or entity or use for Executive's own benefit any trade secrets or confidential information relating to the Company's business, operations, marketing data, business plans, strategies, employees, negotiations and contracts with other companies, or any other subject matter pertaining to the business of the Company or any of its clients, customers, consultants or licensees, known, learned or acquired by Executive during the period of Executive's employment by the Company (collectively, "Confidential Information").
Confidentiality of Trade Secrets. PQT agrees that all confidential information received from TAL, including without limitation all technical information and service manuals received in training sessions, is and shall remain the property and confidential information of TAL. Similarly, TAL agrees that all confidential information received from PQT is and shall remain the property and confidential information of PQT. Both parties agree, on behalf of themselves and their employees, to use their best efforts to maintain such information in the strictest confidence and not to disclose the same to any third party, including their employees not having a need to know. Neither party shall copy or reproduce any such confidential information without the prior written approval of the other. Both parties agree to obtain from each of its employees having access to such information a written agreement that states that the employee has been informed of the confidential nature of such information and that the employee agrees to maintain such information in confidence. Each party further agrees to return all such information and all copies thereof to the other immediately upon termination of this Agreement. The obligations of confidence set forth hereinabove, however, shall impose no obligation upon either party with respect to any confidential information which: (i) is now or which subsequently becomes generally known or available by publication, commercial use or otherwise; (ii) is known by the receiving party at the time of receiving such information; (iii) is furnished to third parties without restriction on disclosure; (iv) is subsequently rightfully furnished by a third party without a restriction on disclosure; or (v) is independently developed by PQT or TAL, provided that the person or persons developing same have not had access to the confidential information. Nothing contained herein shall obligate PQT to return to TAL any service manuals which were purchased by PQT from TAL at the then prevailing distributor fee. The obligations set forth in this Paragraph 20 shall survive the expiration of or any earlier termination of this Agreement.
Confidentiality of Trade Secrets. Each Licensee shall, and shall cause its Group Companies and other permitted sublicensees to, maintain the confidentiality of, (a) with respect to RRD, its Group Companies and its other permitted sublicensees, the DFS Licensed Trade Secrets and (b) with respect to DFS, its Group Companies and its other permitted sublicensees, the RRD Licensed Trade Secrets, in each case of clauses (a) and (b), in a manner that is appropriate and otherwise consistent with such Licensee’s treatment of its own trade secrets, confidential information or other proprietary know-how of a similar nature.
Confidentiality of Trade Secrets. Innate and its Affiliates have taken commercially reasonable measures consistent with industry practices to protect the secrecy, confidentiality, and value of all Licensed Know-How that constitutes trade secrets under Applicable Law (including requiring all employees, consultants, and independent contractors to execute binding and enforceable agreements requiring all such employees, consultants, and independent contractors to maintain the confidentiality of such Licensed Know-How), and such Licensed Know-How has not been used, disclosed to, or discovered by any Third Party except as described in confidentiality agreements and, to Innate’s Knowledge, there has not been a breach by any party to such confidentiality agreements. 41
Confidentiality of Trade Secrets. ENT shall keep and hold confidential all Proprietary Information or Materials, as defined below, and shall not disclose, divulge, reveal, report, publish, transfer or use such Proprietary Information or Materials for any purpose whatsoever, except as expressly provided by this agreement, or with the prior written consent of MKTG. ENT shall return all Proprietary Information and Materials provided to it by MKTG immediately upon written request to do so, and destroy all other copies made thereof. The parties acknowledge and agree that the unauthorized use or disclosure of Proprietary Information or Materials may result in irreparable harm to MKTG, and agree that in the event of any use or disclosure of such materials contrary to the provisions of this agreement, MKTG, in addition to any other remedies that may be available to MKTG under law or equity, may obtain injunctive relief or specific performance of the ownership and trade secret provisions of this agreement.
Confidentiality of Trade Secrets. The parties hereto shall hold the Trade Secrets in confidence, shall reproduce the Trade Secrets only to the extent necessary or desirable for the exercise of its rights hereunder or for further research and development related to the Trade Secrets and shall restrict disclosure of such Trade Secrets to those individuals who have a reasonable need to know, provided, however, that confidentiality obligations hereunder shall not apply to any Trade Secrets which (a) have been or become published or otherwise known to the public or in the industry through no breach of this Agreement on the part of a party, (b) are independently developed by the Licensee or its Related Companies without the use of or reference to any Trade Secrets provided by Licensor, or (c) are required to be disclosed pursuant to a valid and proper requirement of a governmental agency or court of competent jurisdiction. The parties shall use reasonable efforts to provide each other with prompt written notice of any requirement of a governmental agency or court to disclose such Trade Secrets after receipt of written notice thereof and shall use reasonable efforts to assist the other party in preventing such disclosure or limiting the disclosure, if prevention is not possible.
Confidentiality of Trade Secrets. HTI agrees, on behalf of itself and its predecessor, PC Quote, Inc., that all confidential information received from TAL prior to and following execution of this Agreement, including without limitation all technical information and service manuals received in training sessions, is and shall remain the property and confidential information of TAL. Similarly, TAL agrees that all confidential information received from HTI is and shall remain the property and confidential information of HTI. Both parties agree, on behalf of themselves and their employees, to use their best efforts to maintain such information in the strictest confidence and not to disclose the same to any third party, including their employees not having a need to know. Neither party shall copy or reproduce any such confidential information without the prior written approval of the other. Both parties agree to obtain from each of its employees having access to such information a written agreement that states that the employee has been informed of the confidential nature of such information and that the employee agrees to maintain such information in confidence. Each party further agrees to return all such information and all copies thereof to the other immediately upon termination of this Agreement. The obligations of confidence set forth herein above, however, shall impose no obligation upon either party with respect to any confidential information which: (i) is now or which subsequently becomes generally known or available by publication, commercial use or otherwise; (ii) is known by the receiving party at the time of receiving such information; (iii) is furnished to third parties without restriction on disclosure; (iv) is subsequently rightfully furnished by a third party without a restriction on disclosure; or (v) is independently developed by HTI or TAL, provided that the person or persons developing same have not had access to the confidential information. The obligations set forth in this Paragraph 22 shall survive the expiration of or any earlier termination of this Agreement.
Confidentiality of Trade Secrets. Knight, the Management Group, and the Company each acknowledges the confidential and proprietary nature of the Trade Secrets (as that term is defined in Section 7.05(d)) of each other and agree not to reveal or disclose any such Trade Secrets for any purpose to any other party, or to use any Trade Secrets, in each case, without the prior written consent of the owner of such Trade Secrets. Each of Knight, the Management Group, and the Company shall maintain adequate security procedures and take reasonable precautions to prevent misuse, unauthorized or inadvertent disclosure or loss of the Trade Secrets of each other, or the use of the Trade Secrets in any unauthorized manner. Each of Knight, the Management Group, and the Company shall inform all employees with access to the Trade Secrets of another that the information is confidential. Knight, the Management Group, and the Company shall provide notification as soon as practicable of any misuse, unauthorized or inadvertent disclosure or loss of Trade Secret information of the other.
