Confidentiality Restrictions Sample Clauses

Confidentiality Restrictions. Executive agrees at all times during his employment with the Company and thereafter, to hold in strictest confidence, and not to use, or disclose to any person, firm or corporation, any confidential or proprietary information of the Company (“Confidential Information”), except as otherwise provided in this Section 7. Confidential Information includes, without limitation: client or customer lists, identities, contacts, business and financial information; investment strategies; pricing information or policies, fees or commission arrangements of the Company; marketing plans, projections, presentations or strategies of the Company; financial and budget information of the Company; personnel information, personnel lists, resumes, personnel data, organizational structure, compensation and performance evaluations; information regarding the existence or terms of any agreement or relationship between the Company and any other party; information developed by Executive during his employment with the Company; and any other information of whatever nature that gives to the Company an opportunity to obtain an advantage over its competitors who or which do not have access to such information, in each case to the extent that such information is confidential or proprietary. Confidential Information developed by Executive during his employment with the Company will be subject to the terms and conditions of this Agreement as if the Company had furnished such Confidential Information to Executive in the first instance. Confidential Information does not include any of the foregoing items that have become publicly known and through no wrongful act of Executive or a third party.

Confidentiality Restrictions. Employee agrees at all times to use all reasonable means to keep Confidential Information secret and confidential. Employee shall not at any time (including during and after termination of her employment with the Company) use, disclose, duplicate, record, or in any other manner reproduce in whole or in part any Confidential Information, except as necessary for the performance of Employee’s duties on behalf of the Company. Employee shall not at any time provide services to any person or entity if providing such services would require or likely result in her using or disclosing Confidential Information. Upon termination of Employee’s employment with the Company, or upon Company’s earlier request, Employee shall immediately return to the Company all originals and copies of Confidential Information and other Company materials and property in Employee’s possession. Employee acknowledges that use or disclosure of any of the Company’s confidential or proprietary information in violation of this Agreement would have a materially detrimental effect upon the Company, the monetary loss from which would be difficult, if not impossible, to measure.

Confidentiality Restrictions. Each Party shall use at least the same efforts that it uses to protect its own proprietary and confidential information (but not less than reasonable care) to: (a) hold the Confidential Information of the other Party in confidence and protect such Confidential Information from disclosure to third parties; (b) use and reproduce the Confidential Information of the other Party only for the purposes described herein; (c) restrict access to the Confidential Information of the other Party to such of its and its Affiliates’ respective personnel, agents, and consultants as have a need for access and who are subject to legally binding obligations of confidentiality substantially similar to those set forth herein; and (d) upon termination or expiration of this Agreement or the request of the other Party, return or destroy all Confidential Information of the other Party then in its possession or control; provided that any Confidential Information of the other Party held in archives or back-up systems of the Receiving Party shall be allowed to expire and be deleted or destroyed in accordance with the receiving Party’s reasonable archiving or backup policies that are consistent with industry standards. As between the Parties, each Party’s Confidential Information shall be and remain solely the property of such Party. A Receiving Party may disclose Confidential Information of the Disclosing Party only to those of its employees and advisors having a need to know such Confidential Information and shall take reasonable precautions to ensure that its employees comply with the provisions of this Section. Each Party may disclose Confidential Information of the other Party to the extent required by applicable law, regulation or legal process provided that the Receiving Party: (i) provides prompt legal notice to the extent permitted; (ii) provides reasonable assistance, at Disclosing Party’s cost, in the event the Disclosing Party wishes to oppose the disclosure; and (iii) limits the disclosure to that required by law, regulation or legal process. In the case of a breach of the confidentiality provisions of this Section, the Parties hereby agree that their respective remedies at law are inadequate, and consent to equitable enforcement of their obligations under said sections, by a court of appropriate equity jurisdiction hereunder.

Confidentiality Restrictions. The confidentiality and restriction of use obligations provided in this Agreement shall continue for a period of five (5 )years for each Information UZ Leuven receives, starting from the effective date of the relevant Protocol Letter under this Agreement, or until the Parties enter into a separate agreement (such as a clinical study agreement) relating to the Purpose which addresses the use of the Information. UZ Leuven further agrees that it will not, either directly or indirectly, use the Information for any purpose(s) other than that indicated herein without the prior written consent of Company. These restrictions shall not apply to information which: is or becomes public knowledge (through no fault of UZ Leuven), or is lawfully made available to UZ Leuven by an independent third party, or is already in UZ Leuven’s possession at the time of receipt from Company, or is independently developed by employees of UZ Leuven and/or its affiliates without the aid, application or use of the Information, or is required by law, regulation, rule, act, or court order of any governmental authority or agency to be disclosed by UZ Leuven; provided, however, that UZ Leuven: to the extent permitted by law- gives Company prior written notice; thereafter discloses only the information strictly required to be disclosed in order to comply with abovementioned law, regulation, rule, act, or court order of any governmental authority or agency. The level of care that UZ Leuven exercises with respect to the Information shall be equal to the care it exercises with respect to its own confidential information (and never less than a reasonable degree of care). Within thirty (30) days following the receipt of a written request from the Company, UZ Leuven shall return or delete, at Company’s choice and sole expense, all Information; provided that UZ Leuven may retain in its confidential files one (1) copy of the Information for purposes of verifying compliance with this Agreement.

Confidentiality Restrictions. F-22 14. INSPECTIONS............................................................................. F-24 15. RELATIONSHIP OF PARTIES AND INDEMNIFICATION............................................. F-25 16. INSURANCE............................................................................... F-27 17.

Confidentiality Restrictions. “Laserfiche Confidential Information” means: (a) the Laserfiche Software and Documentation; (b) Laserfiche’s source code, application programming interfaces, know-how, ideas, plans, designs, specifications, coding, programming, processes, production techniques, technology, methodology and trade secrets; (c) nonpublic information relating to Laserfiche’s business, customers, business plans, promotional and marketing activities, finances and other business affairs; (d) third-party information that we are obligated to keep confidential by agreement or by law; (e) the nature, content and existence of any agreements, discussions or negotiations between you and us, or our software resellers; (f) any information that is designated by Laserfiche as “confidential” or “proprietary” or with a similar legend; and (g) any other information that given the nature of the information or circumstances surrounding its disclosure by us to you, reasonably should be understood to be confidential. Laserfiche Confidential Information does not include any information that: (i) is or becomes publicly available without either a breach of this XXXX or a breach of an obligation of confidentiality by someone else; (ii) can be shown by documentation to have been known by you when it received it from us; (iii) is received from a third party that lawfully acquired and disclosed it without any obligation of confidentiality; or (iv) can be shown by documentation to have been independently developed by you without reference to the Laserfiche Confidential Information.

Confidentiality Restrictions. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except as expressly permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after two (2) years (except that in the case of trade secrets, the confidentiality obligations will continue until such information is no longer considered a trade secret) following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required by law. Further, except as expressly authorized by PredictSpring, Customer will not, and will not permit any third party to reverse engineer or otherwise attempt to discover the source code or underlying structure or algorithms of the Services, including the Applications (except to the extent such restrictions are contrary to applicable law), modify or create derivative works based on the Services, or otherwise use the Services outside of the scope permitted under this Agreement.

Confidentiality Restrictions. The Operator covenants and agrees that unless otherwise expressly agreed to in this Agreement, all Confidential Information shall: (a) be kept in strict confidence; (b) not be transported, accessed, used, dealt with, exploited or disclosed for any purpose other than as contemplated herein and in strict accordance herewith, and only for the purpose of providing the Services to AHS; (c) not be disclosed to any person other than Authorized Representatives and shall only be disclosed to or shared with such Authorized Representatives as strictly necessary for the Operator to provide Services to AHS; (d) be safeguarded against theft, damage or access by unauthorized persons by using reasonable administrative, technical and physical security measures in accordance with current industry standards and Applicable Policies; (e) be kept separate from all its other records and databases; (f) not be disclosed under any non Canadian law, rule order, or document and the Operator shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non Canadian court or other foreign authority for the disclosure of Confidential Information; (g) not be disclosed or transferred outside of Alberta; and (h) subject to Section 14.4, either be destroyed or returned to AHS immediately after it no longer needs it to provide Services to AHS.

Confidentiality Restrictions. During the term of this SaaS Agreement and for 5 years thereafter (perpetually in the case of Software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each Party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.