Common use of Confidentiality & Proprietary Information Clause in Contracts

Confidentiality & Proprietary Information. In the course of the relationship created pursuant to this Agreement, Group will have access to certain methods, trade secrets, processes, ideas, systems, procedures, inventions, discoveries, concepts, software in various stages of development, designs, drawings, specifications, models, data, documents, diagrams, flow charts, research, economic and financial analysis, developments, procedures, know-how, policy manuals, form contracts, marketing and other techniques, plans, materials, forms, copyrightable materials and trade information (all of which is referred to in this Agreement as “Proprietary Information”) regarding the operations of Service Company and/or of its Affiliates (collectively, the “Protected Parties”). Group shall maintain all such Proprietary Information in strict secrecy and shall neither use for itself or any third parties nor divulge such information to any third parties, except as may be necessary for the discharge of their obligations under this Agreement or otherwise consented to in writing by Service Company. Group shall take all necessary and proper precautions against disclosure of any Proprietary Information to unauthorized Persons by any of its employees or agents. Group and all employees and agents of Group who will have access to all or any part of the Proprietary Information may be required to execute an agreement, at the request of Service Company, valid under the law of the jurisdiction in which such agreement is executed, and in a form acceptable to Service Company and its counsel, committing themselves to maintain the Proprietary Information in strict confidence and not to disclose it to any unauthorized Person. Upon termination of this Agreement for any reason, Group and each of its Providers shall cease all use of any of the Proprietary Information and, at the request of Service Company, shall execute such documents as may be necessary to evidence Group’s abandonment of any claim thereto. The parties recognize that a breach of this Section cannot be adequately compensated in money damages and therefore agree that injunctive relief shall be available to the Protected Parties as their respective interests may appear. The obligations of Group under this Section shall apply as long as Group or any of Providers are in possession of Proprietary Information; provided, however, that the obligations of Group under this Section shall not apply to information: (i) that is a matter of public knowledge on or becomes a matter of public knowledge after the Effective Date of this Agreement, other than by breach of this Agreement or as a breach of the confidentiality terms of any other agreement between a third party and Group, Service Company and/or its Affiliates; or (ii) that was lawfully obtained by Group on a nonconfidential basis other than in the course of performance under this Agreement and from some Person other than Service Company or its Affiliates or from some Person other than one employed or engaged by Service Company or its Affiliates, which Person has no obligation of confidentiality to Service Company or its Affiliates.

Confidentiality & Proprietary Information. In the course of the relationship created pursuant The Members will not, and will use their commercially reasonable best efforts to this Agreementcause their Affiliates and designated Board Members to not, Group will have access use or disclose to certain methods, any Person any trade secrets, technical information, processes, ideas, systems, procedures, inventions, discoveries, concepts, software in various stages of development, designs, drawings, specifications, models, data, documents, diagrams, flow charts, research, economic and financial analysis, developments, procedures, know-how, policy manualsfinancial or business data or other proprietary information relating to or in the possession of the Company, form contractsincluding the Company’s Business Plan and Budget or other business plans (collectively, marketing and other techniques, plans, materials, forms, copyrightable materials and trade information (all of which is referred to in this Agreement as “Proprietary Information”) regarding the operations of Service Company and/or of its Affiliates (collectively, the “Protected Parties”). Group shall maintain all such Proprietary Information in strict secrecy and shall neither use for itself or any third parties nor divulge such information to any third parties, except as may be necessary for the discharge of their obligations under this Agreement or otherwise consented to in writing by Service Company. Group shall take all necessary and proper precautions against disclosure of any Proprietary Information to unauthorized Persons by any of its employees or agents. Group and all employees and agents of Group who will have access to all or any part of the Proprietary Information may be required to execute an agreement, at the request of Service Company, valid under the law of the jurisdiction in which such agreement is executed, and in a form acceptable to Service Company and its counsel, committing themselves to maintain the Proprietary Information in strict confidence and not to disclose it to any unauthorized Person. Upon termination of this Agreement for any reason, Group and each of its Providers shall cease all use of any of the Proprietary Information and, at the request of Service Company, shall execute such documents as may be necessary to evidence Group’s abandonment of any claim thereto. The parties recognize that a breach of this Section canpurpose which does not be adequately compensated in money damages and therefore agree that injunctive relief shall be available relate to the Protected Parties as their respective interests may appear. The obligations of Group under this Section shall apply as long as Group or any of Providers are in possession of Proprietary InformationCompany; provided, however, that the obligations of Group under this Section shall not apply to informationa Member may disclose any such Proprietary Information: (i) that is has become generally available to the public through no fault or improper disclosure committed by a matter of public knowledge on or becomes a matter of public knowledge after the Effective Date of this Agreement, other than by breach of this Agreement or as a breach of the confidentiality terms of any other agreement between a third party and Group, Service Company and/or its Affiliates; or (ii) that was lawfully obtained by Group on a nonconfidential basis other than in the course of performance under this Agreement and from some Person other than Service Company Member or its Affiliates or designated Board Members; (ii) to its employees and professional advisers who need to know such information and agree to keep it confidential in accordance with the terms of this Section 12.9; (iii) to the extent required in order to comply with contractual reporting obligations to its limited partners or members who have agreed to keep it confidential in accordance with the terms of this Section 12.9; (iv) to the extent reasonably deemed necessary or beneficial by the disclosing party in order to comply with any law, order, regulation, ruling or any listing agreement with a nationally recognized stock exchange applicable to such Member, including, for the sake of clarity, any disclosures required by legal or accounting rules in connection with any Member’s status as a public company; and (v) as may be required in response to any summons, subpoena or discovery request in connection with any litigation or proceeding, it being agreed that, unless such Proprietary Information has become generally available to the public (x) the Member will give the Company notice of such summons, subpoena or discovery request and will cooperate with the Company at the Company’s request so that the Company may, in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the Company after notice), the Member (1) will furnish only that portion of the Proprietary Information which, in accordance with the advice of counsel, is legally required to be furnished and (2) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such Proprietary Information; provided, further, that nothing contained in this Section 12.9 will prohibit any Member from some disclosing Proprietary Information in the context of a proposed sale of its Membership Interest, Economic Interest or Units in the Company in accordance with this Agreement to a Person other than one employed or engaged by Service who has first signed and delivered to the Company or its Affiliates, which Person has no obligation of a confidentiality agreement in a form reasonably acceptable to Service Company or its Affiliatesthe Company.

Confidentiality & Proprietary Information. In the course Names and addresses of customers of the Corporation and the Bank and of customers of each of their corporate affiliates and of each third party with whom any of them has any contractual relationship created pursuant to this Agreement(collectively "Customers"), Group will have access to certain methodsand any and all other nonpublic information concerning the Corporation, trade secretsthe Bank, processesany of their corporate affiliates and each third party with whom any of them has any contractual relationship are and shall remain confidential and the sole property of the Company as its interests may appear (herein, ideas, systems, procedures, inventions, discoveries, concepts, software in various stages of development, designs, drawings, specifications, models, data, documents, diagrams, flow charts, research, economic "Confidential and financial analysis, developments, procedures, know-how, policy manuals, form contracts, marketing and other techniques, plans, materials, forms, copyrightable materials and trade information (all of which is referred to in this Agreement as “Proprietary Information”") regarding the operations of Service Company and/or of its Affiliates (collectively, the “Protected Parties”). Group shall maintain all such and Executive will use Confidential and Proprietary Information in strict secrecy solely for the benefit of the Company and for purposes for which the Information was disclosed to the Executive. The Executive agrees that Executive shall neither not, during or at any time after employment by the Company, use for itself or disclose to anyone, or permit or facilitate the disclosure by any third parties nor divulge such information to party of, directly or indirectly, any third parties, of the Confidential and Proprietary Information except as may be necessary for the discharge of their obligations under this Agreement or otherwise consented to expressly authorized in writing by Service the Company. Group Notwithstanding the foregoing, Executive shall take all necessary not be prohibited from disclosing Confidential and proper precautions against disclosure of any Proprietary Information pursuant to unauthorized Persons by any of its employees court order, lawful subpoena or agentsregulatory agency request, but Executive shall have given Company the maximum prior written notice practicable under the circumstances, identifying the information to be disclosed and the order, subpoena or regulatory request pursuant to which he is obligated to make the disclosure, and Corporation shall have an opportunity to intervene to protect Corporation's rights. Group and all employees and agents of Group who will have access to all or any part of the Proprietary Information may be required to execute an agreement, at As soon as practicable upon the request of Service Companythe Company but in any event no later than the Retirement Date, valid under the law Executive shall turn over to the Company the originals and all copies of the jurisdiction in which such agreement is executedall tangible, electronic and in a form acceptable other data and documentation relating to Service Company or evidencing or containing any Confidential and its counsel, committing themselves to maintain the Proprietary Information in strict confidence and not to disclose it to any unauthorized Person. Upon termination of this Agreement for any reason, Group and each of its Providers shall cease all use of any of the Proprietary Information and, at the request of Service Company, shall execute such documents as may be necessary to evidence Group’s abandonment of any claim theretoInformation. The parties recognize that a breach provisions of this Section cannot be adequately compensated in money damages are independent covenants and therefore agree that injunctive relief shall be available to survive the Protected Parties as their respective interests may appear. The obligations of Group under this Section shall apply as long as Group termination, expiration or any of Providers are in possession of Proprietary Information; provided, however, that the obligations of Group under this Section shall not apply to information: (i) that is a matter of public knowledge on or becomes a matter of public knowledge after the Effective Date modification of this Agreement, other than by breach of this Agreement or as a breach of the confidentiality terms of any other agreement between a third party and Group, Service Company and/or its Affiliates; or (ii) that was lawfully obtained by Group on a nonconfidential basis other than in the course of performance under this Agreement and from some Person other than Service Company or its Affiliates or from some Person other than one employed or engaged by Service Company or its Affiliates, which Person has no obligation of confidentiality to Service Company or its Affiliates.