Common use of Confidentiality Clause in Contracts

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party.

Appears in 19 contracts

Samples: Distribution Agreement (Guinness Atkinson Funds), Distribution Agreement (Simplify Exchange Traded Funds), Distribution Agreement (EntrepreneurShares Series Trust)

Confidentiality. During The Trust and Distributor may receive from each other information, or access to information, about the term shareholders generally and specifically (collectively, “Shareholder Information”) including, but not limited to, nonpublic personal information such as a shareholder’s name, address, telephone number, account relationships, account balances and account histories. Each of the Trust and Distributor agrees, on behalf of their respective agents and employees that all information, including Shareholder Information, obtained pursuant to this Agreement shall be considered confidential information. Except as permitted by law or required by order of a court or governmental authority, including by any self-regulatory organization, having jurisdiction over the parties, none of the parties shall disclose Shareholder Information to any other person or entity or use such confidential information other than to carry out the purposes of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business including, trade secrets among other uses, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one its use under applicable provisions of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know SEC’s Regulation S- how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party P in the ordinary course of engaging in carrying out the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term purposes of this Agreement . Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 19 contracts

Samples: Distribution Agreement (Columbia Funds Variable Insurance Trust I), Distribution Agreement (Columbia Funds Series Trust), Distribution Agreement (Columbia Funds Series Trust II)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC Commission or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party ; provided that in the event of (i), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 18 contracts

Samples: Etf Distribution Agreement (John Hancock Exchange-Traded Fund Trust), Distribution Agreement (AdvisorShares Trust), Form of Distribution Agreement (NETS Trust)

Confidentiality. During The Employee hereby acknowledges that in connection with the term of this Agreement Employee’s employment by the Company the Employee has been provided and will be provided Confidential Information (as defined below) (including, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems without limitation, procedures, manuals memoranda, products notes, contracts records and customer and supplier lists whether such information has been or is made, personnel developed or compiled by the Employee or otherwise has been or is made available to Employee), including information Employee has not received before, regarding the business and operations of the Related Parties. The Employee further acknowledges that such Confidential Information is unique, valuable, considered trade secrets and deemed proprietary by the Related Parties, and clients that the receipt of this Confidential information creates a special relationship of trust and confidence between the Company and the Employee. As used in Employee thus acknowledges and agrees that it is fair and reasonable for the Company to take steps to protect itself. For purposes of this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Related Parties relating to Business Opportunities or Intellectual Property or other geological, geophysical, economic, financial information or management aspects of the business, proposal and presentations operations, reports properties or prospects of the Related Parties, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes whether oral or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) in written form. The Employee agrees that all Confidential Information includes information developed by either party is and will remain the property of the Related Parties. The Employee further agrees, except for disclosures occurring in the course good faith performance of engaging Employee’s duties for the Related Parties, during the Employment Term and at all times thereafter, to hold in the activities provided for in this Agreement strictest confidence all Confidential Information, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it to, either directly or indirectly, from one duplicate, sell, use, lease, commercialize, disclose or otherwise divulge to any person or entity any portion of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by or use any Confidential Information for Employee’s own benefit or profit or allow any person, entity or third party, other than the other both during Related Parties and after authorized executives of the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting same, to use or otherwise gain access to any Confidential Information. The parties further agree Employee will have no obligation under this Agreement with respect to any information that they will not, without becomes generally available to the prior written approval public other than as a result of a disclosure by the Employee or Employee’s agent or other party representative or becomes available to the Employee on a non-confidential basis from a source other than the Related Parties through no breach of any agreement with the Company or any of the Related Parties. Further, disclose such Confidential Information, or use such the Employee will have no obligation under this Agreement to keep confidential any of the Confidential Information in any way, either during to the term extent that a disclosure of this Agreement it is required by law or at any time thereafter, except as required in the course of this Agreement and as provided is consented to by the other party or as required by law. Upon termination of this Agreement for any reason Company in writing; provided, or as otherwise requested by the Trust however, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all if and when such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) disclosure is required by law, regulation or legal process or if requested the Employee promptly will provide the Company with notice of such requirement, so that an appropriate protective order may be sought, and will cooperate with the Company in any attempt by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested Company to do so by the other party obtain any such appropriate protective order.

Appears in 15 contracts

Samples: Amended and Restated Employment Agreement (Legacy Reserves Inc.), Amended and Restated Employment Agreement (Legacy Reserves Inc.), Second Amended and Restated Employment Agreement (Legacy Reserves Inc.)

Confidentiality. During The Trust and Distributor may receive from each other information, or access to information, about the term customers or about consumers generally (collectively, "Customer Information") including, but not limited to, nonpublic personal information such as a customer's name, address, telephone number, account relationships, account balances and account histories. Each of the Trust and Distributor agrees on behalf of their respective employees that all information, including Customer Information, obtained pursuant to this Agreement shall be considered confidential information. Except as permitted by law or required by order of a court or governmental authority, or required by any self-regulatory organization, having jurisdiction over the parties, none of the parties shall disclose such confidential information to any other person or entity or use such confidential information other than to carry out the purposes of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one including its use under applicable provisions of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know SEC's Regulation S- how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party P in the ordinary course of engaging in carrying out the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term purposes of this Agreement . Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 13 contracts

Samples: Indemnification Agreement (Banc of America Funds Trust), Indemnification Agreement (Columbia Funds Variable Insurance Trust I), Indemnification Agreement (Nations Separate Account Trust)

Confidentiality. During Each party to this Agreement covenants and agrees that, both during the term License Term and at all times thereafter, it will not: (a) use or disclose to any person or entity any Confidential Information of this Agreement the other party, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel (b) in any other way publicly or privately disseminate any Confidential Information, and clients (c) help anyone else to do any of these things, unless required to do so by law. As used in this Agreement, “ "Confidential Information " means any and all information belonging to disclosed by one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other that is not generally known to the public. Except with the prior written consent of each and every party without to this Agreement in each instance, a confidential restriction by a third party who rightfully possesses the information and did will not obtain it disclose, either directly or indirectly reveal, from one of the parties, as the case may be make public, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by make generally known the other both during and after the term financial aspects of this Agreement. Each party As exceptions to the foregoing, the parties may reveal such financial information to their respective agents, business manager, family members, accountants, and attorneys; provided, however, the parties shall maintain commercially reasonable information security policies impose a written requirement of strict confidentiality upon their agents, accountants, and procedures attorneys for protecting Confidential Information the benefit of each of the parties. The In addition, the parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of shall be entitled to reveal this Agreement to the U.S. Internal Revenue Service, to the state or at any time thereafter local Departments of Revenue where parties file their tax returns, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination law or by order of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf a court of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party competent jurisdiction.

Appears in 8 contracts

Samples: License Agreement (Famous Fixins Inc), License Agreement (Famous Fixins Inc), License Agreement (Famous Fixins Inc)

Confidentiality. During Licensee agrees to hold CFS’ Confidential Information in strict confidence, and not disclose it to any third party or to use it for any purpose, other than as set forth in this Agreement. The term “Confidential Information” means: (a) the term terms and conditions of this Agreement ; (b) all Plans, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business (c) all software, technical data, trade secrets, systems plans for products or services, procedures processes and designs, manuals business model, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation marketing techniques, financial and statistical data, sales and customer or client information, proposal and techniques, strategies, tactics, written or oral presentations, reports data, forecasts, inventions, improvements and other intellectual property; trade secrets; know- how; designs, processes or formulae; software; market or sales information or plans; customer lists; how and business plans, prospects and opportunities (such as possible acquisitions plans which may be disclosed or dispositions of businesses discussed with Licensee or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case which Licensee may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both have access during and after the term of this Agreement. Each party All such information shall maintain commercially be considered proprietary and confidential. The information shall not include material, which Licensee can by reasonable information security policies and procedures for protecting proof: (1) Show that such Confidential Information , in its disclosed combination(s), is in the public domain through no fault of the Party.(2) Show such Confidential Information is contained in a written record in Licensee’s files prior to the date of its receipt from CFS.(3) Show that Licensee had at any time lawfully obtained said Information form a third party under circumstances permitting its disclosure and use. Licensee agrees to apply reasonable and customary business practices to protect and secure all Confidential Information from unauthorized release and to limit access and usage of such Confidential Information to the employees, officers, agents and representatives necessary to provide the services described in this Agreement. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information obligations contained in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 paragraph shall survive the termination of this Agreement . Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 8 contracts

Samples: Licensing Agreement, Licensing Agreement, Licensing Agreement

Confidentiality. During a) Neither party shall disclose any information not of a public nature concerning the term business or properties of the other party which it learns as a result of negotiating or implementing this Agreement, including, without limitation, the terms and conditions of this Agreement, the Distributor Customer names, Cardholder personal or Account information, sales volumes, test results, and the Trust may have access to confidential information relating to such matters as either party’s business results of marketing programs, Plan reports generated by Bank, trade secrets, business and financial information, source codes, business methods, procedures, know-how, computer software and computer systems (including software licensed from third parties) and other information of every kind that relates to the business of either party except to the extent disclosure is required by Applicable Law, is necessary for the performance of the disclosing party's obligation under this Agreement, or is agreed to in writing by the other party; provided that: (i) prior to disclosing any confidential information to any third party, the party making the disclosure shall give notice to the other party of the nature of such disclosure and of the fact that such disclosure will be made; and (ii) prior to filing a copy of this Agreement with any governmental authority or agency, the filing party will consult with the other party with respect to such filing and shall redact such portions of this Agreement which the other party requests be redacted, unless, in the filing party's reasonable judgment based on the advice of its counsel (which advice shall have been discussed with counsel of the other party), the filing party concludes that such request is inconsistent with the filing party's obligations under Applicable Laws. Neither party shall acquire any property or other right, claim or interest, including any patent right or copyright interest, in any of the systems, procedures, manuals processes, products equipment, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means computer programs and/or information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term virtue of this Agreement. Each Neither party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by use the other party , disclose 's name for advertising or promotional purposes without such Confidential Information, or use such Confidential Information in any way, either during the term other party's written consent. (b) The obligations of this Agreement or at Section, shall not apply to any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party. information:

Appears in 8 contracts

Samples: Credit Card Program Agreement (Alliance Data Systems Corp), Credit Card Program Agreement (Alliance Data Systems Corp), Credit Card Program Agreement (Alliance Data Systems Corp)

Confidentiality. During The Trust and Distributor may receive from each other information, or access to information, about the term customers or about consumers generally (collectively, “Customer Information”) including, but not limited to, nonpublic personal information such as a customer’s name, address, telephone number, account relationships, account balances and account histories. Each of the Trust and Distributor agrees on behalf of their respective employees that all information, including Customer Information, obtained pursuant to this Agreement shall be considered confidential information. Except as permitted by law or required by order of a court or governmental authority, or required by any self-regulatory organization, having jurisdiction over the parties, none of the parties shall disclose such confidential information to any other person or entity or use such confidential information other than to carry out the purposes of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one including its use under applicable provisions of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know SEC’s Regulation S- how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party P in the ordinary course of engaging in carrying out the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term purposes of this Agreement . Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 7 contracts

Samples: Distribution Agreement (Columbia Funds Series Trust), Distribution Agreement (Columbia Funds Series Trust), Distribution Agreement (Columbia Acorn Trust)

Confidentiality. During The parties agree that all information, books and records provided by the term Custodian or the Funds to each other in connection with this Agreement, and all information provided by either party pertaining to its business or operations, is “Confidential Information,” including but not limited to (A) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, studies, plans, reports, surveys, summaries, documentation and analyses, regardless of form, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of a Fund or the Custodian, their respective subsidiaries and affiliates and the customers, clients and suppliers of any of them; (B) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords a Fund or the Custodian a competitive advantage over its competitors and the investors, customers, clients, service providers and suppliers of any of them; (C) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know how, and trade secrets, whether or not patentable or copyrightable; and (D) anything designated as confidential. All Confidential Information shall be used by the party receiving such information only for the purpose of providing or obtaining services under this Agreement and, except as may be required to carry out the terms of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is shall not be disclosed to the any other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one express consent of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting providing such Confidential Information. The parties further agree that they will In particular, the Custodian agrees to treat and maintain as confidential all information pertaining to the investments, ownership, business affairs and financial condition of each Fund in its possession (or anything else designated as confidential) and shall not, without except as contemplated by this Agreement or as otherwise required by any applicable law, order or regulation to which the Custodian and/or the relevant Fund is subject or with the prior written approval by consent of the other party, disclose such Confidential Information, or use such Confidential Information in any way relevant Fund, either during the term of this Agreement before or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive after the termination of this Agreement , disclose any such information to any person (other than the investment adviser, the administrator, legal counsel, auditor or accountant of such Fund) not authorized by the relevant Fund to receive the same. Notwithstanding The foregoing limitations shall not apply to any information that is available to the foregoing general public other than as a result of a breach of this Agreement, or that is previously known by a party may disclose the other’s Confidential Information if (i) or rightfully received by a party without restriction and without breach of this Agreement, or that is required to be disclosed by law, regulation or legal process to any entity having regulatory authority over a party hereto or if requested by the SEC any auditor of a party hereto or that is required to be disclosed as a result of a subpoena or other governmental regulatory agency with jurisdiction over the parties hereto judicial process, or (ii) requested to do so otherwise by the other party applicable laws.

Appears in 6 contracts

Samples: Custody Agreement (Gottex Multi-Asset Endowment Master Fund), Custody Agreement (Gottex Multi-Alternatives Fund - I), Custody Agreement (Gottex Multi-Alternatives Master Fund)

Confidentiality. During Subject to exceptions mutually agreed upon by the term parties to this Agreement in advance and in writing, the terms and conditions of this Agreement Agreement shall remain confidential and protected from disclosure except as required by law in connection with any registration or filing, in relation to a lawful subpoena, or as may be necessary for purposes of disclosure to accountants, financial advisors or other experts, who shall be made aware of and agree to be bound by the Distributor and confidentiality provisions hereof. The Director agrees that it will use the Trust may have access to confidential information relating to such matters Confidential Information only in connection with his duties as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one a Director of the parties that is of value to such party and the disclosure of which could result in a competitive or Company not for any other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities purpose. The parties understand and agree that all Confidential Information shall be kept confidential held in confidence by the Director and shall not be disclosed to any other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, person without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer consent of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement Company. Notwithstanding the foregoing, a party Director may disclose the other’s Confidential Information if to the extent that: (i) disclosure is required by law, regulation or legal process or if requested by the SEC request from any governmental agency or other governmental regulatory agency with jurisdiction over the parties hereto authority (including any self-regulatory organization having or claiming to have jurisdiction); or (ii) requested the information is or becomes publicly available, other than as a result of a breach of this Agreement. “Confidential Information” shall mean all information about the Company not generally known outside the Company and may include without limitation such documents as business plans, source code, documentation, financial analysis, marketing plans, customer names, customer lists, customer data, contracts and other business information, including any prospective acquisition target entity(ies), existing or prospective customers, clients, investors or other third parties with whom the Company seeks to do so by the other party enter into a relationship with.

Appears in 5 contracts

Samples: Director Agreement (Harbor Custom Development, Inc.), Independent Director Agreement (Harbor Custom Development, Inc.), Independent Director Agreement (Harbor Custom Development, Inc.)

Confidentiality. During The Fund and Distributor may receive from each other information, or access to information, about the term customers or about consumers generally (collectively, "Customer Information") including, but not limited to, nonpublic personal information such as a customer's name, address, telephone number, account relationships, account balances and account histories. Each of the Fund and Distributor agrees on behalf of their respective employees that all information, including Customer Information, obtained pursuant to this Agreement shall be considered confidential information. Except as permitted by law or required by order of a court or governmental authority, or required by any self-regulatory organization, having jurisdiction over the parties, none of the parties shall disclose such confidential information to any other person or entity or use such confidential information other than to carry out the purposes of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one including its use under applicable provisions of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know SEC's Regulation S- how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party P in the ordinary course of engaging in carrying out the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term purposes of this Agreement . Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 5 contracts

Samples: Distribution Agreement (Columbia Funds Trust Ix), Indemnification Agreement (Columbia Funds Series Trust I), Form of Distribution Agreement (Steinroe Variable Investment Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Trust Managing Owner, on its own behalf and on behalf of each Fund, may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust Managing Owner, all Confidential Information held by or on behalf of Trust Managing Owner or any Fund shall be promptly returned to the Trust Managing Owner, or an authorized officer of the Distributor will certify to the Trust Managing Owner in writing that all such Confidential Information has been destroyed. This section 14 13 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC SEC, the CFTC, FINRA or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party ; provided that in the event of (i), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 4 contracts

Samples: Distribution Services Agreement (FactorShares 2X: TBond Bull/S&p500 Bear), Distribution Services Agreement (FactorShares 2X: S&P500 Bull/TBond Bear), Distribution Services Agreement (FactorShares S&P US Anti-Equity Premium)

Confidentiality. During Each of the term of Sellers and Buyer covenants and agrees to keep as confidential any Confidential Information (as defined below) provided to it by the other pursuant to this Agreement . Neither the Sellers, Buyer or any of them will at any time disclose, directly or indirectly, to any third party or use, directly or indirectly, for its own account or for the benefit of any third party any Confidential Information, unless and only to the extent that the Confidential Information (a) is provided to such party’s accountant, to the extent reasonably necessary for the preparation of tax returns following the Closing Date, provided such accountant is bound by obligations to such disclosing party, consistent with such disclosing party’s obligations to the other non-disclosing parties hereunder, (b) is or becomes generally known to and available for use by the public other than as a result of disclosure by such disclosing party or any other person or entity bound by a duty of confidentiality to such disclosing party, or (c) is legally compelled to be disclosed pursuant to any government statute, regulation or court order, but only to the extent actually so compelled and only after providing the other non-disclosing parties with written notice so that any such non-disclosing party may seek a protective order or other appropriate remedy. Irrespective of whether the non-disclosing party seeks such protective order, the Distributor disclosing party shall only disclose so much of the Confidential Information as is necessary in the written opinion of its counsel to comply therewith and the Trust may have access to confidential information relating to will furnish a copy of such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients opinion. As used in this Agreement, “Confidential Information” means any and all information belonging pertaining to one of the parties that is of value to such party and the disclosure of which could result in a competitive each party’s business, whether oral or other disadvantage to such party. Confidential Information includes written, including, without limitation, historical financial information statements, proposal financial projections and presentations budgets, reports historical and projected revenue, forecasts capital spending budgets and plans, inventions the names and backgrounds of key personnel, improvements any and other intellectual property; trade secrets; all vendor, supplier and customer lists, lists of capital sources, formulas, processes, know-how ; designs , processes or formulae; software; market or techniques and other trade secrets, inventions and ideas, research and development, current and planned marketing and sales information or plans; methods and processes, customer and vendor price lists ; and , business plans, prospects and opportunities computer software, programs and database technologies ( such as possible acquisitions or dispositions of businesses or facilities and all documentation thereof and processes used in connection therewith). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of If this Agreement or at any time thereafter is, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned terminated prior to the Trust Closing, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination provisions of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party Section 5.02 shall nonetheless continue in full force and effect.

Appears in 4 contracts

Samples: Asset Purchase Agreement (SmartStop Self Storage, Inc.), Asset Purchase Agreement (SmartStop Self Storage, Inc.), Asset Purchase Agreement (SmartStop Self Storage, Inc.)

Confidentiality. During the term Each party agree (a) to maintain all information, whether in written, oral, electronic or other form, necessary for or utilized or received by such party pursuant to any terms of this Agreement , the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties , as the case may be, including, without limitation, prices, payment terms, technical knowledge, know-how, material, manufacturing, Proprietary Rights, tooling and equipment specifications and other information necessary to carry out the terms of this Agreement and any proprietary or confidential inventions, discoveries, processes, formulae or technology developed, generated or created in the performance of the R&D Services, as the case may be (the “Confidential Information”), as secret and confidential and (b) not to disclose the Confidential Information to any of their respective principals, third person or party (except for employees, affiliated persons counsel, contractors, customers, consultants or affiliated entities. The parties understand vendors who have a need to know and agree that all Confidential Information shall be kept are informed of the confidential nature of such information by the other both during and after the term of this Agreement disclosing party). Each party shall maintain commercially reasonable information security policies accept responsibility and procedures be liable for protecting any disclosure by any third person of any Confidential Information Information disclosed to such third person by such party. The parties further agree that they will not, without use the prior written approval by same measures to maintain the other party, disclose such Confidential Information, or use such confidentiality of the Confidential Information in of any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party in its possession or as required by law. Upon termination control that it uses to maintain the confidentiality of this Agreement for any reason, or as otherwise requested by the Trust, all its own Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement similar type and importance. Notwithstanding the foregoing, a any party or their Affiliates may disclose describe this Agreement in, and include this Agreement with, filings with the other’s U.S. Securities and Exchange Commission and any related prospectuses, including such filings or prospectuses in connection with any offering of securities. Confidential Information if will not include information that (i) required by law is in or enters the public domain without breach of this Agreement, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested the receiving party lawfully receives from a third party without restriction on disclosure and, to do so by the other receiving party ’s knowledge, without breach of a nondisclosure obligation.

Appears in 4 contracts

Samples: Research and Development Agreement (Constar Inc), Research and Development Agreement (Constar Inc), Research and Development Agreement (Constar International Inc)

Confidentiality. During If any of the term data, material or other information is non-public or confidential when revealed or otherwise shared with representatives of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel Knightsbridge, and clients. As used identified in this Agreement, “ writing as such at the time it is revealed or shared ("Confidential Information ” means information belonging to one of the parties that is of value to such party "), Knightsbridge and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes its officers, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals directors, employees, affiliated persons, or affiliated entities. The parties understand agents and agree that associates shall hold all Confidential Information shall be kept confidential by the other both during in complete and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies strict confidence and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by consent of the other party Company, in each instance, disclose such any Confidential Information, in whole or use such part, to any other person or for any other purpose than is expressly approved by the Company in writing. To the extent that disclosure of Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided is approved by the other Company in writing, excepting information required to be disclosed by legal process, law or regulation. Knightsbridge agrees that each party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust individual to whom such disclosure is made shall be promptly returned to the Trust, or an authorized officer informed of the Distributor will certify confidential nature of the information disclosed and be obligated to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party sign standard non-disclosure agreements.

Appears in 4 contracts

Samples: Standing Agreement (Americana Publishing Inc), Standing Agreement (Cmark International Inc), Amendment to the Agreement (Championlyte Holdings Inc)

Confidentiality. During Participant acknowledges that the term Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the Distributor term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Trust may have access to confidential Corporation’s and any Affiliate’s financial information relating to such matters as either party’s business and plans, trade secrets processes, methods, techniques, systems, procedures formulas, manuals patents, products models, contracts devices, personnel, and clients. As used compilations or any other information of whatever nature in this Agreement, “Confidential Information” means information belonging to one the possession or control of the parties Corporation or an Affiliate, that is of value to such party and the disclosure of which could result in a competitive has not been published or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses general public, the options industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned is common to the Trust, trade or an authorized officer profession of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party Participant.

Appears in 4 contracts

Samples: Restricted Stock Unit Award Agreement (CBOE Holdings, Inc.), Restricted Stock Unit Award Agreement (CBOE Holdings, Inc.), Incentive Plan (CBOE Holdings, Inc.)

Confidentiality. During Subject to Section 13.2, during the term Term of this Agreement and for [* * *] years thereafter, each Party (for purposes of this Article XIII, the “Recipient”) shall maintain in confidence all information and materials of a confidential or proprietary nature disclosed by the other Party (for purposes of this Article XIII, the “Disclosing Party”) pursuant to this Agreement, the Distributor and the Trust may have access to confidential including, information relating to such matters as either party’s business the SABER™ Delivery System, trade secrets the Licensed Product, systems the Opioid Drugs, procedures the DURECT Patent Rights, manuals the DURECT Technology, products the PTI Patent Rights and the PTI Technology, contracts, personnel whether provided by the Disclosing Party to the Recipient prior to or after the Effective Date (“Confidential Information”), and clients. As used shall not use such information or materials for any purpose except as permitted by this Agreement, or disclose the same to anyone other than those of its Affiliates, Sublicensees, employees, consultants, agents or subcontractors as are necessary in connection with the Recipient’s activities as contemplated in this Agreement, “Confidential Information” means information belonging to one of the parties provided that is of value prior to such party and the disclosure of which could result in disclosure, each Recipient shall obtain a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, written agreement from one of the parties, as the case may be, or any of their respective principals its Affiliates, Sublicensees, employees, affiliated persons consultants, agents and subcontractors, prior to receipt of such information or affiliated entities. The parties understand materials, to hold in confidence and agree that all Confidential Information shall be kept confidential not make use of such information or materials for any purpose other than as permitted by the other both during and after the term of this Agreement . Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 4 contracts

Samples: Development and License Agreement (Durect Corp), Development and License Agreement (Pain Therapeutics Inc), Development and License Agreement (Durect Corp)

Confidentiality. During THE REINSURER and THE COMPANY agree to regard and preserve as confidential all information and material which is related to the term reinsured business and/or customers that may be obtained by the other party from any source as a result of this Agreement . Neither party will, without first obtaining the Distributor other party's prior written consent, disclose to any person, firm or enterprise, or use for its own benefit or for the benefit of any third party any Confidential Information or Customer Information. "Confidential Information" includes, but is not limited to any and the Trust may have access to confidential all financial data, statistics, programs, research, developments, information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, insurance and financial products, contracts planned or existing computer systems architecture and software, personnel data, and clients information of either party as well as third party confidential information to which the other party has access. As used in this Agreement "Customer Information" includes all information provided by or at the direction of THE COMPANY about a customer of THE COMPANY or any affiliates of THE COMPANY, “Confidential Information” means information belonging including but not limited to one name, address, telephone number, email address, account or policy information, and any list or grouping of customers. Notwithstanding the foregoing, the provisions of Section 26 shall not apply with respect to disclosing of the parties that is of value to such party and Product, the disclosure of which could result in a competitive or other disadvantage to such party. Specifications and/or Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information which is or becomes publicly known through lawful means no wrongful act of either party; (ii) the information or is disclosed to the other party without a confidential restriction by received from a third party who rightfully possesses the information without similar restriction and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term without breach of this Agreement . Each party shall maintain commercially reasonable information security policies and procedures ; or is independently developed by either party; or is approved for protecting Confidential Information. The parties further agree that they will not, without the prior release by written approval by authorization of the other party , disclose such Confidential ; or is placed in or becomes party of the public domain pursuant to or by reason of operation of law. The foregoing exceptions do not apply to the disclosure of Customer Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall which may not be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party disclosed without THE COMPANY's prior written consent.

Appears in 4 contracts

Samples: Reinsurance Agreement (Pruco Life Variable Universal Account), Reinsurance Agreement (Pruco Life of New Jersey Variable Appreciable Account), Reinsurance Agreement (Pruco Life of New Jersey Variable Appreciable Account)

Confidentiality. During The Depositary and the term Corporation agree that all books, records, information and data pertaining to the business of the other party, including, inter alia, personal, non-public record holder information, that are exchanged or received pursuant to the negotiation or the carrying out of this Agreement, including the Distributor and fees for services (the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information ” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party ”) shall remain confidential. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential used by each party and its directors, officers, partners, members, employees, affiliates, agents and subcontractors (collectively, “Representatives”) only for the other both during purposes for which provided and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned disclosed by such party only to those Representatives who have a need to know in order to accomplish the Trust, or an authorized officer of business purpose in connection with which the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed provided. This section 14 shall survive Each party agrees that the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) shall be held and treated by it and its Representatives in confidence and, except as hereinafter provided, shall not be disclosed in any manner whatsoever except as otherwise required by law, regulation regulation, subpoena or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party authority.

Appears in 4 contracts

Samples: Deposit Agreement (Becton Dickinson & Co), Deposit Agreement (Becton Dickinson & Co), Deposit Agreement (Hess Corp)

Confidentiality. During The Fund and Distributor may receive from each other information, or access to information, about the term customers or about consumers generally (collectively, “Customer Information”) including, but not limited to, nonpublic personal information such as a customer’s name, address, telephone number, account relationships, account balances and account histories. Each of the Fund and Distributor agrees on behalf of their respective employees that all information, including Customer Information, obtained pursuant to this Agreement shall be considered confidential information. Except as permitted by law or required by order of a court or governmental authority, or required by any self-regulatory organization, having jurisdiction over the parties, none of the parties shall disclose such confidential information to any other person or entity or use such confidential information other than to carry out the purposes of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one including its use under applicable provisions of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know SEC’s Regulation S- how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party P in the ordinary course of engaging in carrying out the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term purposes of this Agreement . Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 4 contracts

Samples: Distribution Agreement (Columbia Funds Series Trust I), Distribution Agreement (Columbia Funds Series Trust I), Distribution Agreement (Columbia Funds Variable Insurance Trust)

Confidentiality. During All terms and conditions of this Agreement shall remain confidential between Supplier and OFSC. Each party acknowledges that during the term course of carrying out this Agreement, it may receive confidential and proprietary information related to the Distributor and the Trust may have access to confidential information relating to such matters as either other party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes including, without limitation, financial information, proposal recipes and presentations, reports, forecasts, inventions, improvements and formulations created or provided by the other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities party ( such as possible acquisitions or dispositions of businesses or facilities "Confidential Information"). Confidential Information includes information developed any information, designs, data or know-how that a party has designated as proprietary and/or confidential, or that, by either party in the course nature of engaging in the activities provided for in this Agreement circumstances surrounding the disclosure, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed ought to be treated as exclusive property of the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that undertakes to retain in confidence all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without Each party's obligations under this Section 15 shall survive expiration and termination of the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party amendments thereto.

Appears in 3 contracts

Samples: Supplier Agreement (Meridian Holdings Inc /Fl), Supplier Agreement (Meridian Holdings Inc /Fl), Supplier Agreement (Meridian Usa Holdings Inc)

Confidentiality. During Any information acquired by Physician from Company, including the term terms of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business any material, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal data and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information devices developed by either party in the course of engaging in performing the activities provided for described in this Agreement (“Confidential Information”), including the Inventions, are or shall be the property of Company and shall be maintained in strict confidence and not disclosed to any third party or used by Physician or any of Physician’s employees, agents, or assistants, except as necessary to perform the activities described in this Agreement , unless . This provision will not apply to Confidential Information: ( i a) the information is or after it becomes publicly known available through lawful means no fault of the Physician; ( ii b) the information which is later released by Company in writing; or (c) which is lawfully obtained from third parties without restriction. All of a party’s Confidential Information disclosed to the other party without a confidential restriction by a third party who rightfully possesses party, and all copies thereof, shall be and remain the information and did not obtain it, either directly or indirectly, from one property of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other disclosing party , disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law . Upon termination of this Agreement for any reason, the expiration or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the earlier termination of this Agreement . Notwithstanding , or at any other time that Company so requests, Physician shall return to Company all Confidential Information, as well as all copies, adaptations and independent compilations thereof in Physician’s possession, or destroy the foregoing, a party may disclose the other same at Company’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party direction.

Appears in 3 contracts

Samples: Development Agreement (MAKO Surgical Corp.), Development Agreement (MAKO Surgical Corp.), Development Agreement (MAKO Surgical Corp.)

Confidentiality. During Customer and Vetsource acknowledge that they will have access to, and knowledge of each other’s Confidential Information. Each party acknowledges that (i) the term Confidential Information of the other party is valuable, proprietary, and confidential to such party, and that such party has paid substantial consideration and incurred substantial costs to acquire or develop the Confidential Information; (ii) the Confidential Information shall be treated as valuable, proprietary, and confidential regardless of whether third parties would consider it valuable, proprietary, and confidential; and (iii) neither party will, at any time, disclose, divulge, or make known to any person or entity, use, or otherwise appropriate for their own benefit or the benefit of others any of the Confidential Information, or permit any person to examine or make copies of any documents that contain the Confidential Information, without the prior consent of the other party, except they may disclose Confidential Information: (a) on a need-to-know basis, to their employees, agents, and other representatives who are informed of the confidential nature of the Confidential Information and the obligations under this Agreement; or (b) in accordance with a judicial or other governmental order. At termination or expiration of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be will promptly return, or any of their respective principals destroy, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided materials furnished by the other party that contain Confidential Information, together with all copies and summaries of Confidential Information, whether tangible or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party electronic.

Appears in 3 contracts

Samples: Services Agreement, Services Agreement, Hospital Services Agreement

Confidentiality. During the term course of their business relationship, each party may disclose to the other party certain information which the disclosing party considers proprietary and confidential, including but not limited to the terms of this Agreement Agreement as well as information concerning manufacturing and processing methods, the Distributor business and the Trust may have access to confidential information relating to such matters as either party’s business technology plans, trade secrets distribution strategies, systems sales, procedures costs, manuals pricing, products marketing, contracts customers, personnel, Sellers and clients. As used in this Agreement research and development (collectively, “Confidential Information ” means ”). For purposes hereof, information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party already in the course public domain or known by the receiving party at the time of engaging in disclosure by the activities provided for in this Agreement disclosing party, unless: (i) the information is or subsequently becomes publicly known through lawful means; (ii) the information is disclosed available to the other public or known by the receiving party without a confidential restriction by a third party who rightfully possesses the information and did any breach of this Section, shall not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities be considered to be Confidential Information. The parties understand and each agree that all Confidential Information shall be kept confidential used by the other both during and after receiving party solely for the term of purposes contemplated by this Agreement . Each party , shall maintain commercially reasonable information security policies be kept strictly confidential and procedures for protecting Confidential Information. The parties further agree that they will shall not, without the disclosing party’s prior written approval consent, be disclosed by the other party, disclose such Confidential Information, or use such Confidential Information receiving party in any way, either during the term of this Agreement or at any time thereafter manner whatsoever, except as required in the course of this Agreement and as provided by the to comply with applicable laws or regulations, or with a court or administrative order, subpoena, civil investigative demand or other legal process. The receiving party or as required by law. Upon termination of this Agreement shall be liable for any reason failure of its employees, agents or as otherwise requested by representatives to comply with the Trust, all Confidential Information held by confidentiality obligations set forth in this Section. The confidentiality obligations set forth in this Section shall expire [**] years following the expiration or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement . Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 3 contracts

Samples: Sales Agreement (WHITEWAVE FOODS Co), Sales Agreement (WHITEWAVE FOODS Co), Sales and Distribution Agreement (WHITEWAVE FOODS Co)

Confidentiality. During the term course of their business relationship, each party may disclose to the other party certain information which the disclosing party considers proprietary and confidential, including but not limited to the terms of this Agreement Agreement as well as information concerning manufacturing and processing methods, the Distributor business and the Trust may have access to confidential information relating to such matters as either party’s business technology plans, trade secrets distribution strategies, systems sales, procedures costs, manuals pricing, products marketing, contracts customers, personnel, Sellers and clients. As used in this Agreement research and development (collectively, “Confidential Information ” means ”). For purposes hereof, information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party already in the course public domain or known by the receiving party at the time of engaging in disclosure by the activities provided for in this Agreement disclosing party, unless: (i) the information is or subsequently becomes publicly known through lawful means; (ii) the information is disclosed available to the other public or known by the receiving party without a confidential restriction by a third party who rightfully possesses the information and did any breach of this Section, shall not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities be considered to be Confidential Information. The parties understand and each agree that all Confidential Information shall be kept confidential used by the other both during and after receiving party solely for the term of purposes contemplated by this Agreement . Each party , shall maintain commercially reasonable information security policies be kept strictly confidential and procedures for protecting Confidential Information. The parties further agree that they will shall not, without the disclosing party’s prior written approval consent, be disclosed by the other party, disclose such Confidential Information, or use such Confidential Information receiving party in any way, either during the term of this Agreement or at any time thereafter manner whatsoever, except as required in the course of this Agreement and as provided by the to comply with applicable laws or regulations, or with a court or administrative order, subpoena, civil investigative demand or other legal process. The receiving party or as required by law. Upon termination of this Agreement shall be liable for any reason failure of its employees, agents or as otherwise requested by representatives to comply with the Trust, all Confidential Information held by confidentiality obligations set forth in this Section. The confidentiality obligations set forth in this Section shall expire two (2) years following the expiration or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement . Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 3 contracts

Samples: Sales Agreement (WHITEWAVE FOODS Co), Sales and Distribution Agreement (WHITEWAVE FOODS Co), Sales Agreement (WHITEWAVE FOODS Co)

Confidentiality. During the term course of their business relationship, each party may disclose to the other party certain information which the disclosing party considers proprietary and confidential, including but not limited to the terms of this Agreement Agreement as well as information concerning manufacturing and processing methods, the Distributor business and the Trust may have access to confidential information relating to such matters as either party’s business technology plans, trade secrets distribution strategies, systems sales, procedures costs, manuals pricing, products marketing, contracts customers, personnel, suppliers and clients. As used in this Agreement research and development (collectively, “Confidential Information ” means ”). For purposes hereof, information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party already in the course public domain or known by the receiving party at the time of engaging in disclosure by the activities provided for in this Agreement disclosing party, unless: (i) the information is or subsequently becomes publicly known through lawful means; (ii) the information is disclosed available to the other public or known by the receiving party without a confidential restriction by a third party who rightfully possesses the information and did any breach of this Section, shall not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities be considered to be Confidential Information. The parties understand and each agree that all Confidential Information shall be kept confidential used by the other both during and after receiving party solely for the term of purposes contemplated by this Agreement . Each party , shall maintain commercially reasonable information security policies be kept strictly confidential and procedures for protecting Confidential Information. The parties further agree that they will shall not, without the disclosing party’s prior written approval consent, be disclosed by the other party, disclose such Confidential Information, or use such Confidential Information receiving party in any way, either during the term of this Agreement or at any time thereafter manner whatsoever, except as required in the course of this Agreement and as provided by the to comply with applicable laws or regulations, or with a court or administrative order, subpoena, civil investigative demand or other legal process. The receiving party or as required by law. Upon termination of this Agreement shall be liable for any reason failure of its employees, agents or as otherwise requested by representatives to comply with the Trust, all Confidential Information held by confidentiality obligations set forth in this Section. The confidentiality obligations set forth in this Section shall expire two (2) years following the expiration or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing Supplier expressly agrees that it shall not, a party may disclose the other’s Confidential Information if (i) required by law and shall cause its affiliates, regulation officers, directors, employees, agents and representatives not to, make any attempt to reverse engineer any formula or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party product base of Buyer.

Appears in 3 contracts

Samples: WHITEWAVE FOODS Co, WHITEWAVE FOODS Co, WHITEWAVE FOODS Co

Confidentiality. During the term of this Agreement, the Distributor and the Trust Managing Owner, on its own behalf and on behalf of each Fund, may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party . .Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust Managing Owner, all Confidential Information held by or on behalf of Trust Managing Owner or any Fund shall be promptly returned to the Trust Managing Owner, or an authorized officer of the Distributor will certify to the Trust Managing Owner in writing that all such Confidential Information has been destroyed. This section 14 13 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC SEC, the CFTC, FINRA or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party ; provided that in the event of (i), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party's expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Distribution Services Agreement (FactorShares 2X: Gold Bull/S&p500 Bear), Distribution Services Agreement (ETF Managers Group Commodity Trust I), Distribution Services Agreement (FactorShares 2X: Oil Bull/S&p500 Bear)

Confidentiality. During the term of this Agreement, the Distributor and the Trust Sponsor, on its own behalf and on behalf of the Trust, may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes may include, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes may include information developed by either party in the course of engaging in the activities provided for in this Agreement , unless . Confidential Information does not include: (i) the information that is or becomes publicly known through lawful means; (ii) the information that is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust Sponsor, all Confidential Information of the Sponsor, the Trust or any Fund held by or on behalf of Trust the Distributor shall be promptly returned to the Trust Sponsor, or an authorized officer of the Distributor will certify to the Trust Sponsor in writing that all such Confidential Information has been destroyed , provided that Distributor may retain Confidential Information to the extent required by regulatory record retention requirements applicable to it. This section 14 13 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC SEC, CFTC, NFA, FINRA or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party ; provided that in the event of (i), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Distribution Services Agreement (Teucrium Commodity Trust), Distribution Services Agreement (Teucrium Commodity Trust), Distribution Services Agreement (Teucrium Commodity Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to one of the parties that which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided proved by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust ALPS shall be promptly returned to the Trust, or an authorized officer of the Distributor ALPS will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement . Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 3 contracts

Samples: Signature Page to Follow (WisdomTree Trust), Signature Page to Follow (WisdomTree Trust), Signature Page to Follow (WisdomTree Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The Distributor shall have in place and maintain physical, electronic, and procedural safeguards reasonably designed to protect the security, confidentiality, and integrity of, and to prevent unauthorized access to or use of records and information relating to the Trust and its current and former shareholders. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 15 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC Commission or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party ; provided that in the event of (i), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Distribution Agreement (Russell Exchange Traded Funds Trust), Distribution Agreement (Russell Exchange Traded Funds Trust), Distribution Agreement (Russell Exchange Traded Funds Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 Section 15 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party ; provided that in the event of (i), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Distribution Agreement (ETF Series Trust), Distribution Agreement (ETFis Series Trust I), Distribution Agreement (Virtus ETF Trust II)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC Commission or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by hereto; provided that the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party ’s expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Distribution Agreement (FlexShares Trust), Distribution Agreement (FlexShares Trust), Distribution Agreement (FlexShares Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed beendestroyed. This section 14 Section 15 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party ; provided that in the event of (i), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Distribution Agreement (ETFis Series Trust I), Distribution Agreement (Virtus ETF Trust II), Distribution Agreement (ETFis Series Trust I)

Confidentiality. During Each Party shall, and shall cause its agents, employees and representatives (the term “Representatives”) to strictly maintain the confidentiality of the Confidential Information of any other Party, and without obtaining the written consent of the other Parties, it shall not disclose any such Confidential Information. Confidential Information refers to the provisions of this Agreement and the appendixes to this Agreement, any information regarding the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets future planning, systems financial conditions, procedures future projections, manuals clients, products and/or intellectual property, contracts, personnel, and clients etc. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to a Party as disclosed by such party and the disclosure of which could result in a competitive Party or other disadvantage to such party its Representative. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements particularly includes the existence of this Agreement and other intellectual property; trade secrets; know-how; designs various agreements specified hereunder, processes or formulae; software; market or sales information or plans; customer lists; the contents thereof, the transaction contemplated hereunder and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) the negotiations among the Parties. Confidential Information includes shall not include the following information: (1) information developed by either party in the course public domain (provided that this is not the result of engaging in the activities provided for in this Agreement, unless: undue acts of the receiving Party); ( i 2) information acquired by the receiving Party through an appropriate way from a third party; and (3) the information is or becomes publicly known through lawful means; (ii) independently developed by the information is disclosed receiving Party, as can be demonstrated by documentation in existence prior to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term date of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not However, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party Party may disclose the other’s Confidential Information if (i) required by law transaction contemplated herein to its legal or financial advisors, regulation or legal process pursuant to any applicable law or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party stock exchange listing rules.

Appears in 3 contracts

Samples: Equity Interest Transfer Agreement (TomoTherapy Inc), Equity Interest Transfer Agreement (TomoTherapy Inc), Equity Interest Transfer Agreement (TomoTherapy Inc)

Confidentiality. During the term of this Agreement, the Distributor Each party acknowledges and the Trust may have access to confidential information relating to such matters as either party’s business understands that any and all technical, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means or business information belonging to one of the parties that is of value to such other party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes including, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes business or formulae; software; market or sales information marketing strategies or plans ; , product development or customer lists; and business plans information, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information which is disclosed to it by the other party without a confidential restriction or is otherwise obtained by a third party who rightfully possesses the information and did not obtain it such party, either directly its affiliates, agents or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both representatives during and after the term of this Agreement Agreement (“Proprietary Information”) constitutes trade secrets of the other party. Each party shall maintain commercially reasonable information security policies agrees to use its best efforts to safeguard Proprietary Information and procedures for protecting Confidential Information to prevent the unauthorized, negligent or inadvertent use or disclosure thereof. The parties further agree that they will not Neither party shall, without the prior written approval by of any officer of the other party other, directly or indirectly, disclose such Confidential Information, or use such Confidential the Proprietary Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party to any person or business entity except for a limited number of employees, attorneys, accountants, and other advisors of such party on a need-to-know basis or as may be required by law law or regulation. Upon termination Each party shall promptly notify the other in writing of this Agreement for any reason unauthorized, negligent or as otherwise requested by the Trust, all Confidential inadvertent use or disclosure of Proprietary Information held by or on behalf of Trust such party. Each party shall be promptly returned liable under this Agreement to the Trust other for any use or disclosure in violation of this Agreement by its employees, attorneys, accountants, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed other advisors or agents. This section 14 shall survive will continue in full force and effect notwithstanding the termination of this Agreement . Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 3 contracts

Samples: Administrative Services Agreement (Sei Institutional Managed Trust), Administrative Services Agreement (Johnsonfamily Funds Inc), Administrative Services Agreement (Sei Asset Allocation Trust)

Confidentiality. During Each party understands that certain information --------------- that it has been furnished and will be furnished in connection with the term of transactions contemplated by this Agreement, the Distributor Agreement is confidential and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel proprietary, and clients. As used each party agrees that it will maintain the confidentiality of such information and will not disclose it to others or use it except in this Agreement connection with such transactions, “Confidential Information” means information belonging to one without the consent of the parties party furnishing such information, except as required by applicable law or legal process (in which case prior notice will be given to the party that furnished the information). Information that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party generally known in the course industry of engaging in the activities provided for in this Agreement a party or has been generally disclosed to its shareholders, unless: (i) the information is members, or becomes publicly known through lawful means; (ii) the information is creditors, or that has been disclosed to the other party without by third parties who have a right to do so, shall not be deemed confidential restriction by a third or proprietary information for these purposes. If the Combination is not consummated, each party who rightfully possesses agrees to promptly return to the information other, upon its request, all materials (and did not obtain it, either directly or indirectly, from one all copies thereof) that have been furnished to it regarding the business and financial condition of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information including, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust without limitation, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust financial statements, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing reports, a party may disclose the other’s Confidential Information if (i) required by law contracts, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party customer lists, accounts, records, tax returns, data, plans, processes, and trade secrets.

Appears in 3 contracts

Samples: Amended and Restated Agreement (Jw Charles Financial Services Inc/Fl), Amended and Restated Agreement (Jw Charles Financial Services Inc/Fl), J W Genesis Financial Corp

Confidentiality. During Except as may be required by law, each party shall --------------- hold in strict confidence all documents, information, or data, whether written or oral, relating to the term System and furnished to the other party or its employees, members, lenders, agents, advisors or consultants (collectively, the "Confidential Information"). If the transaction contemplated hereby should not be consummated, such confidence shall be maintained, and all such Confidential Information and all copies thereof shall immediately be destroyed, or returned to the appropriate party. For the purposes of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “ following shall not be considered Confidential Information ” means : (a) information belonging that was known by the receiving party, its directors, officers, employees, advisors, consultants or affiliates prior to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to thereof by the party delivering such party. Confidential Information includes, without limitation, financial information , proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property ; trade secrets; know-how; designs, processes or formulae; software; market or sales (b) information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that is or becomes publicly known through lawful means generally available to the general public other than as a result of a disclosure made directly or indirectly by the party receiving information hereunder in breach of the provisions hereof; ( ii c) information that is independently developed by the party receiving information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it hereunder, either directly or indirectly its directors, from one of the parties, as the case may be, or any of their respective principals officers, employees, affiliated persons advisors, consultants or its affiliates; or (d) information that is or becomes available to the party receiving information hereunder on a nonconfidential basis from a source other than the party providing information hereunder or its directors, officers, or affiliated entities. The parties understand and agree employees, provided that all Confidential Information shall be kept confidential such source is not known by the other both during and after the term party receiving information hereunder to be bound by any obligation of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information confidentiality in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party relation thereto.

Appears in 3 contracts

Samples: Mediacom Capital Corp, Mediacom LLC, Jones Cable Income Fund 1-B LTD

Confidentiality. During Except to the term of extent expressly authorized by this Agreement, the Distributor and Parties agree that, for the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course Term of this Agreement and thereafter, the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided permitted under this Agreement any proprietary information or materials furnished to it by the other party Party pursuant to this Agreement, including but not limited to any Know-how, business plans, marketing plans, customer information, financial information or as required by patent applications (unless and until such applications are published pursuant to applicable law . Upon termination of this Agreement for any reason ) (collectively, or as otherwise requested "Confidential Information"), except to the extent that it can be established by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing receiving Party that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party. Information:

Appears in 3 contracts

Samples: Altus Pharmaceuticals Inc., Altus Pharmaceuticals Inc., Altus Pharmaceuticals Inc.

Confidentiality. During From and after the term Closing Date, PVPL, AAHA and Company will maintain all information pertaining to the sale of AAHA's Shares in confidence and not disclose any portion of information to any person other than their attorneys, accountants, employees, advisors and bankers who need to know such information; PROVIDED, HOWEVER, a) any party may issue a press release pertaining to this Agreement transaction as long as the other parties have approved its content, the Distributor b) PVPL and the Trust Company may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used reference their relationship with each other in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists their marketing materials; and business plans, prospects c) PVPL will disclose the necessary information required by the Securities Exchange Commission as required in its 10K and opportunities (such as possible acquisitions 10Q filings. All prior Confidentiality Agreements between one or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one more of the parties, as including but not limited to, the case may be Agreement dated May 25, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential 2000 are hereby superceded by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by have no further force or effect after the other party or as required by law. Upon termination date of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party Closing.

Appears in 3 contracts

Samples: Professional Veterinary Products LTD /Mo/, Professional Veterinary Products LTD /Mo/, Professional Veterinary Products LTD /Mo/

Confidentiality. During Purchaser and Seller shall keep confidential all information concerning the term other party obtained during the negotiations relating to the subject Agreement and the transactions contemplated hereby. For purposes of this the Agreement, “confidential information” means all information that is not generally known to the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business public. whether of a technical, business or other nature (including, without limitation, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know- how; designs how and information relating to technology, processes existing or formulae; software; market or sales information or plans; customer lists; and potential customers, business plans, prospects promotional and opportunities ( marketing activities, finances and other business affairs of such as possible acquisitions party), that is disclosed by one party to another party or dispositions of businesses or facilities). Confidential Information includes information developed that is otherwise learned by either the receiving party in the course of engaging in the activities provided for in this Agreement its discussions or business dealings with, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed its physical or electronic access to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it premises of, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, and that has been identified as being proprietary and/or confidential or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided that by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer nature of the Distributor will certify circumstances surrounding the disclosure or receipt ought to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party be treated as proprietary and confidential.

Appears in 3 contracts

Samples: Asset Purchase Agreement (GrowGeneration Corp.), Asset Purchase Agreement (GrowGeneration Corp.), Asset Purchase Agreement (GrowGeneration Corp.)

Confidentiality. During The Owners and Developer, to the term extent of their respective rights and abilities to do so, shall exchange such information and data as is reasonably required for each party to perform under this Agreement or any other information regarding the Network. This Agreement and all documents and information received from a party under this Agreement, including draft documents, notes, reports, studies, pricing information, technical descriptions and diagrams, correspondence, oral discussions, facsimile or electronic transmissions or data, wire transfers, telephone conversations, or any other means of transmitting or transferring documents or information shall be deemed confidential ("Confidential Information") and shall be maintained as confidential and shall not be disclosed for a period of two (2) years from the date of termination or expiration of this Agreement unless the disclosing party shall otherwise have received consent in writing from the other parties. Information, including but not limited to Confidential Information, disclosed by a party under this Agreement shall not be used by the receiving party except for the purposes of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose take such Confidential Information, or use steps as are reasonably necessary to keep such Confidential Information in any way from being disclosed to third parties and shall use no less than the same standard of care to avoid disclosure, either during the term publication, misuse, espionage, loss or theft of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust as it takes in protecting its own sensitive, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement confidential and proprietary information. Notwithstanding the foregoing, a party it is understood and agreed that the Owners and their respective Affiliates may disclose such portion of the other’s Confidential Information if as is reasonable or customary in connection with (i) required by law seeking and obtaining financing including high yield debt financing in the public and private markets, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by potential acquirors of an Owner or its Affiliates, (iii) to an Owner's potential customers for the other party Network, including acquirors of IRUs; and (iv) complying with customary reporting requirements to their investors and lenders (collectively, "Permitted Disclosures").

Appears in 3 contracts

Samples: Carrier1 International S A, Carrier1 International S A, Viatel Inc

Confidentiality. During The Parties agree that (a) all knowledge and information that either Party may receive from the term other, including its employees or other consultants, or by virtue of the performance of services under and pursuant to this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts processes, personnel apparatus, costs, technical data, business affairs of the Parties, and clients. As used in this Agreement, “Confidential Information” means (b) all information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed provided by either party Party in the course reports of engaging in the activities provided for in this Agreement work done, unless: (i) the together with any other information is acquired by or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without as a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course direct result of this Agreement and as provided during the duration of such, shall for all time and for all purposes be regarded by the other party Parties as strictly confidential and held by each in confidence, and solely for the Parties’ benefit and use, and shall not be used by either Party, or as required directly or indirectly disclosed by law. Upon termination either Party to any person whatsoever outside the scope of this Agreement for any reason, or as otherwise requested by except with the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed other Party’s prior permission. This section 14 shall survive provision does not apply to documents that are releasable by either Party under the termination of this Agreement. Notwithstanding the foregoing Government Records Access and Management Act (“GRAMA”), a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party UCA§63G-2-101 et seq.

Appears in 3 contracts

Samples: Professional Services Agreement, Services Agreement, Services Agreement

Confidentiality. During the term of this Agreement The parties (including their officers, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business directors, trade secrets --------------- shareholders, systems affiliates, procedures agents, manuals employees, products consultants, contracts other representatives, personnel successors, and clients. As used in this Agreement, “ assigns) agree that all confidential or proprietary information (the "Confidential Information ” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes "), including, without limitation, financial customer names, addresses and other related data and pricing, fulfillment and other operational information, proposal and presentations received by each as a result of the project contemplated hereby, reports shall be maintained in strictest confidence, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is shall not be disclosed to anyone other than employees or agents of the other party without a confidential restriction respective parties whose duties require access to such information, and shall be used solely by the parties to carry out this Agreement and the transactions contemplated thereby. Keystone specifically agrees not to use for its own Purposes, or to provide to a third party who rightfully possesses party, any customer or mailing lists of Fogdog that comes into its possession without the information and did not obtain it, either directly or indirectly, from one prior written consent of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information Fogdog,. The parties further agree that they will not any public statements made by either party concerning this Agreement or the transactions contemplated herein, without unless required by law, shall require the prior written approval by of the other party . In addition, should either party be required to disclose such Confidential Information, or use such the Confidential Information in or any way, either during the term part of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned it to the Trust Securities and Exchange Commission, or an authorized officer the par-ties agree to cooperate with each to obtain confidential treatment of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party information.

Appears in 3 contracts

Samples: Fulfillment Services Agreement (Fogdog Inc), Fulfillment Services Agreement (Fogdog Inc), Fulfillment Services Agreement (Fogdog Inc)

Confidentiality. During The parties anticipate that both Buyer and Seller may learn confidential and proprietary information of the term other as a consequence of the transactions contemplated by this Agreement Contract. The parties therefore agree, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business on behalf of themselves, trade secrets their agents, systems employees, procedures parents, manuals subsidiaries, products officers, contracts, personnel directors, and clients. As used in this Agreement all other persons acting on or for their behalf, “Confidential Information” means to keep all proprietary information belonging confidential and to one of the parties that is of value to not disclose such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information , proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it , either directly or indirectly, from one of the parties, as the case may be to any third party, or to use any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the such proprietary information for any purpose other both during and after the term than performance of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, Contract without the prior written approval by authorization from an authorized representative of the other appropriate party , disclose such Confidential Information, or use such Confidential Information in any way, either during the term . For purposes of this Agreement Contract, the information described below shall not be deemed Confidential or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party. Proprietary Information:

Appears in 3 contracts

Samples: Agreement (Surebeam Corp), Agreement (Surebeam Corp), Agreement (Surebeam Corp)

Confidentiality. During The term “Confidential Information” shall mean the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business inventions, trade secrets, systems computer software in both object and source code, procedures algorithms, manuals documentation, products know how, contracts technology, personnel ideas, and clients all other business, customer, technical, and financial information owned by AVI or the Customer, which is designated as confidential, or communicated in such a manner or under such circumstances as would reasonably enable a person or organization to ascertain its confidential nature. As used in this Agreement, “Confidential Information” means information belonging to one of All the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either a party in the course of engaging in the activities provided for in to this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information Agreement shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval maintained in confidence by the other party, disclose such Confidential Information and neither party shall, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course for a period of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned three (3) years subsequent to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement . Notwithstanding , divulge to any person or organization, or use in any manner whatsoever, directly or indirectly, for any reason whatsoever, any of the foregoing, a party may disclose the other’s Confidential Information if of the other party without receiving the prior written consent of the other party. AVI and the Customer shall take such actions as may be reasonably necessary to ensure that its employees and agents are bound by the provisions of this Section, which actions shall, as may be reasonably requested by either party, include the execution of written confidentiality agreements with the employees and agents of the other party. The provisions of this Section shall not have application to any information that (i) required by law, regulation or legal process or if requested by becomes lawfully available to the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or public; (ii) requested is received without restriction from another person or organization lawfully in possession of such information; (iii) was rightfully in the possession of a party without restriction prior to do so its disclosure; or (iv) is independently developed by a party or its employees or agents without access to the other party ’s similar information.

Appears in 3 contracts

Samples: Retail Sales Agreement, Sales Agreement, Retail Sales Agreement

Confidentiality. 13.1 Confidential Information. During the term Term and for a period of [***] years thereafter, each Party and its Affiliates (in such capacity, collectively, the “Receiving Party”) shall, and shall cause its officers, directors, employees, and agents to, keep confidential, and other than as provided herein, shall not publish or otherwise disclose, directly or indirectly, any confidential or proprietary information, including any scientific, clinical, regulatory, manufacturing, marketing, financial, and commercial information or data, controlled by the other Party or its Affiliates (in such capacity, collectively, the “Disclosing Party”), whether communicated in writing or orally or by any other method in tangible or intangible form, that is disclosed pursuant to this Agreement (the “Confidential Information”). Each Party and its Affiliates shall use the Confidential Information of the other Party and its Affiliates solely for the purpose of exercising itsConfidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd.rights and performing its obligations hereunder. For purposes of this Agreement, the Distributor and the Trust may have access to all confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one disclosed by a Party under the terms of the parties that is of value to such party and Mutual Confidentiality Agreement between the disclosure of which could result in a competitive or other disadvantage to such party. Parties dated June 8, 2016, as amended on May 23, 2017 (“CDA”) will be Confidential Information includes, without limitation, financial information, proposal of such Party and presentations, reports, forecasts, inventions, improvements treated as if disclosed hereunder and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed shall be subject to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term terms of this Agreement. Each party Party covenants that neither it nor any of its respective Affiliates shall maintain commercially reasonable information security policies disclose any Confidential Information of the other Party to any Third Party except (a) to its employees, agents, consultants, or any other Person under its authorization; provided that such employees, agents, consultants, or other Persons are subject in writing (or by explicit professional obligations such as the attorney-client relationship) to confidentiality obligations applicable to such Confidential Information substantially the same as those set forth herein, (b) as approved by both Parties hereunder in writing, (c) to investors, prospective investors, lenders, prospective lenders, financing sources, prospective financing sources, prospective acquirers, permitted sublicensees, prospective sublicensees, financial or legal advisors, or subcontractors; provided that such persons agree in writing (or by explicit professional obligations such as the attorney-client relationship) to confidentiality obligations applicable to such Confidential Information substantially the same as those set forth herein, and procedures for protecting (d) as set forth elsewhere in this Agreement, including to subcontractors in accordance with Section 2.9 (Subcontracting). Each Party will ensure that such Party’s Affiliates, investors, prospective investors, lenders, prospective lenders, acquirors, prospective acquirors, financing sources, prospective financing sources, permitted sublicensees, prospective sublicensees, employees, consultants, agents, consultants, and subcontractors comply with these obligations. Regeneron Know-How is the Confidential Information Information of Regeneron. The parties further agree that they will not Kiniksa Know-How is the Confidential Information of Kiniksa, and Joint Know-How and the terms of this Agreement is the Confidential Information of each Party. Joint Know-How shall be Confidential Information of each Party; provided that, except as expressly permitted herein, the Joint Know-How may be used by each Party as provided herein, but may not be disclosed to Third Parties without the prior written approval by consent of the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement Party. Notwithstanding the foregoing, without Regeneron’s prior written consent (such consent not to be unreasonably withheld, conditioned, or delayed to the extent requested in connection with any Formulation Development Activities), Kiniksa shall not have the right to disclose Regeneron Manufacturing Know-How to any Third Party, except in accordance with a party may disclose the other’s Manufacturing Technology Transfer Event. Any Confidential Information if disclosed by a Party that belongs to a Third Party may be subject to confidentiality obligations that are more stringent that those provided in this Agreement in favor of the Third Party, and in such event the receiving Party shall comply with such additional obligations; provided they are communicated in writing to the receiving Party.13.2 Exceptions. Notwithstanding Section 13.1 ( i Confidential Information) required by law, regulation or legal process or if requested by anything to the SEC or other governmental regulatory agency contrary in this Agreement:13.2.1 Non-Disclosure Exceptions. Confidential Information shall not include information and materials (and such information and materials shall not be Confidential Information under this Agreement) that can be established byConfidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with jurisdiction over the parties hereto or (ii) requested to do so by the other party Securities and Exchange Commission.

Appears in 2 contracts

Samples: License Agreement (Kiniksa Pharmaceuticals, Ltd.), License Agreement (Kiniksa Pharmaceuticals, Ltd.)

Confidentiality. During All communications, information and advice furnished by one Party to another, including by or to their respective agents and employees, including the term existence and terms of this Agreement, shall be treated as confidential and shall not be disclosed to any third party without the prior written consent of the other Party, except as required by law. Except as required for the performance of this Agreement, the Distributor and the Trust may have access to Parties shall not disclose or use any confidential information relating to such matters as either party’s business received or acquired from the other, trade secrets including, systems but not limited to, procedures, manuals, products, contracts, personnel, marketing plans and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation methods, financial information, proposal and presentations investment profiles (including the Investment Process), reports customer lists, forecasts cost information, product pricing, product designs, business or manufacturing processes, inventions, improvements trade secrets and other intellectual property; trade secrets; know- know how ; designs, processes or formulae; software; market or sales information or plans; customer lists; . The rights and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed obligations with respect to the other party without a disclosure of confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the any termination of this Agreement . Notwithstanding .The Advisor and Pangea specifically acknowledge their mutual desire to protect Client information and to comply as may be necessary with privacy laws, including, but not limited to, the foregoing Gramm•Leach-Bliley Act, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party relevant state and Federal regulations pursuant thereto and state privacy laws.

Appears in 2 contracts

Samples: Fee Agreement, Fee Agreement

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, All “Confidential Information” means information belonging (as defined below) supplied by one party to one another in connection with the negotiation or carrying out of this Agreement is and will remain the property of the parties that is of value to party supplying such party material and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall will be kept confidential by the other both during and after receiving party except as may be required by law, as authorized in writing by the term of this Agreement party supplying such material, or in the event such material is otherwise made available to the public. Each party shall maintain commercially agrees to take all reasonable information security policies and procedures for protecting precautions to prevent any unauthorized disclosure of Confidential Information. The Confidential Information means (individually or collectively) proprietary information of the parties further agree to this Agreement, including but not limited to, their inventions, confidential information, know-how, trade secrets, business affairs, prospect lists, product designs, product plans, business strategies, finances, fee structures, etc. Without limiting the generality of the foregoing, Confidential Information includes (a) information that they will not, without the prior written approval by disclosing party designates in writing as confidential or proprietary at the other party, disclose such Confidential Information time of disclosure, or use such Confidential Information in a separate writing after disclosure, (b) any way nonpublic personal information or personally identifiable financial information of Plan participants, either during the term of this Agreement or at any time thereafter and (c) information that a reasonable businessperson would assume, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer upon receipt of the Distributor will certify information, to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement be confidential and proprietary. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if will not include Contract-level participant information ( i including but not limited to, identity and trading practices) provided to the Fund pursuant to Section 6 as required by law, regulation or legal process or if requested by the under SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party Rule 22c-2.

Appears in 2 contracts

Samples: Participation Agreement (Standard Insurance Co), Participation Agreement (Standard Insurance Co)

Confidentiality. During Any information acquired by one of the term respective parties from another of this Agreement the respective parties concerning existing or contemplated products, services, Intellectual Property Rights (including, without limitation, the Distributor Licensed Patents and the Trust may have access Know-How) processes, techniques, Know-How or data owned by and confidential to confidential information relating the disclosing party, (herein referred to such matters as either party’s business “Confidential Information”), trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used unless provided for elsewhere in this Agreement, “Confidential Information” means information belonging to one is and shall be the property of the parties that is of value to such disclosing party and shall be maintained in confidence and not used by the disclosure of which could result in a competitive or other disadvantage receiving party except as necessary to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in perform the course of engaging in the activities provided for duties set forth in this Agreement , unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities . The parties understand and agree that all obligation of confidentiality under this Section 5.1 shall not apply to Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party. that:

Appears in 2 contracts

Samples: License Agreement (Innovative Card Technologies Inc), License Agreement (Innovative Card Technologies Inc)

Confidentiality. During the term of this Agreement Any information or data (including but not limited to technical information, the Distributor and the Trust may have access to confidential information relating to such matters as experience, or data) regarding either party Party’s business formulations, trade secrets plans, systems programs, plants, process, technical materials, products, production requirements, standard specifications, costs, equipment, operations, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, instructions or customers (all of which is herein referred to as “Confidential Information ” means information belonging to one ”) is the sole property of each respective Party. Each Party shall treat the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Party’s Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree same protective manner that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting it treats its own Confidential Information. The parties further agree that they will not Except as provided herein, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either Parties shall not during the term of this Agreement or at any time thereafter, except as required in and for a period of five (5) years from the course date of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination expiration of this Agreement . Notwithstanding the foregoing , a party may use, or disclose the other’s to others, or permit their employees or agents to use or disclose to others Confidential Information if (i) required by law which has heretofore come or hereafter may come within the knowledge of, regulation or legal process which has been or if requested may hereafter be acquired or developed by the SEC respective Party, its employees or other governmental regulatory agency with jurisdiction over agents, in the parties hereto performance of any services hereunder. For the avoidance of doubt, manufacturing processes, analytical methods used in the manufacture of Product and test results shall be the Confidential Information of DEPOMED. This paragraph shall not prevent either Party from using or (ii) requested disclosing to do so by the other party. others information:

Appears in 2 contracts

Samples: Depomed Inc, Santarus Inc

Confidentiality. During Artisan Funds and Distributor may receive from each other information, or access to information, about the term shareholders generally and specifically (collectively, “Shareholder Information”) including, but not limited to, nonpublic personal information such as a shareholder’s name, address, telephone number, account relationships, account balances and account histories. Each of Artisan Funds and Distributor agrees, on behalf of their respective agents and employees that all information, including Shareholder Information, obtained pursuant to this Agreement shall be considered confidential information. Except as permitted by law or required by order of a court or governmental authority, including by any self-regulatory organization, having jurisdiction over the parties, none of the parties shall disclose Shareholder Information to any other person or entity or use such confidential information other than to carry out the purposes of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business including, trade secrets among other uses, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one its use under applicable provisions of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know SEC’s Regulation S- how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party P in the ordinary course of engaging in carrying out the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term purposes of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term provisions of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 Paragraph 18 shall survive the termination of this Agreement . Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 2 contracts

Samples: Amended and Restated Distribution Agreement (Artisan Partners Funds Inc), Amended and Restated Distribution Agreement (Artisan Partners Funds Inc)

Confidentiality. During BISYS and the term of Trust will each treat as proprietary and confidential any facts, circumstances, information, plans, projects and technical or commercial knowledge gained about the other party through the relationship created by this Agreement, except that information in the Distributor public domain and technical, operational or commercial knowledge that was or is independently discovered or developed shall not be subject to any such restriction. For these purposes, confidential information includes but is not limited to that information which relates or refers to: business planning; internal controls; computer, data processing, or communications architectures or systems; electronic data processing architectures, applications, programs, routines, or subroutines; business affairs and methods of operation or proposed methods of operations, investment techniques, strategies or systems and their application in particular contexts, and any non-public financial or other non-public information In connection with the Trust may have access foregoing, each party acknowledges and agrees that, with respect to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party . Confidential Information includes , without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the disclosure of such information is or becomes publicly known through lawful means; to employees and agents shall only be made on a need-to-know basis and (ii) each party shall take commercially reasonable steps to protect the confidentiality of such information. Each party agrees that it will not disclose any such covered proprietary or confidential information is disclosed gained in relation to the other party without to unaffiliated third parties, except (i) in the case of disclosure by BISYS, to a confidential restriction by Sub-Fund Accounting Agent or other permitted agent referred to in Section 1, or to a third party who rightfully possesses vendor used by BISYS, provided that such disclosure shall be limited to information that is needed by such agent or vendor for the information and did not obtain it provision of services and, provided further, that further dissemination inconsistent with this provision shall be prohibited by written confidentiality restrictions, (ii) to financial or legal advisers on a need-to-know basis (in either directly or indirectly case in such manner as to ensure no further dissemination), from one (iii) with the written consent of the parties other party, (iv) as provided in Section 8, as concerns the case may be books and records of the Funds, or any (v) as may be required by law or legal process, provided that to the extent practicable, the disclosing party shall provide prior notice of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the disclosure to the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information party. The parties further agree that they will not, without the prior written approval a breach of this paragraph by either party would irreparably damage the other party, disclose such Confidential Information, and accordingly agree that each party shall be entitled to an injunction or use such Confidential Information in any way, either during other equitable relief to prevent the term breach or a further breach of this Agreement or at any time thereafter, except as required in the course provision. The provisions of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 27 shall survive the termination of this Agreement. Notwithstanding Agreement for a period of two years from the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party date of termination.

Appears in 2 contracts

Samples: Access One Trust, Profunds

Confidentiality. During BISYS and the term of Trust will each treat as proprietary and confidential any facts, circumstances, information, plans, projects and technical or commercial knowledge gained about the other party through the relationship created by this Agreement, except that information in the Distributor public domain and technical, operational or commercial knowledge that was or is independently discovered or developed shall not be subject to any such restriction. For these purposes, confidential information includes but is not limited to that information which relates or refers to: business planning; internal controls; computer, data processing, or communications architectures or systems; electronic data processing architectures, applications, programs, routines, or subroutines; business affairs and methods of operation or proposed methods of operations, investment techniques, strategies or systems and their application in particular contexts, and any non-public financial or other non-public information In connection with the Trust may have access foregoing, each party acknowledges and agrees that, with respect to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party . Confidential Information includes , without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the disclosure of such information is or becomes publicly known through lawful means; to employees and agents shall only be made on a need-to-know basis and (ii) each party shall take commercially reasonable steps to protect the confidentiality of such information. Each party agrees that it will not disclose any such covered proprietary or confidential information is disclosed gained in relation to the other party without to unaffiliated third parties, except (i) in the case of disclosure by BISYS, to a confidential restriction by Sub-Fund Accounting Agent or other permitted agent referred to in Section 1, or to a third party who rightfully possesses vendor used by BISYS, provided that such disclosure shall be limited to information that is needed by such agent or vendor for the information and did not obtain it provision of services and, provided further, that further dissemination inconsistent with this provision shall be prohibited by written confidentiality restrictions, (ii) to financial or legal advisers on a need-toknow basis (in either directly or indirectly case in such manner as to ensure no further dissemination), from one (iii) with the written consent of the parties other party, (iv) as provided in Section 8, as concerns the case may be books and records of the Funds, or any (v) as may be required by law or legal process, provided that to the extent practicable, the disclosing party shall provide prior notice of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the disclosure to the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information party. The parties further agree that they will not, without the prior written approval a breach of this paragraph by either party would irreparably damage the other party, disclose such Confidential Information, and accordingly agree that each party shall be entitled to an injunction or use such Confidential Information in any way, either during other equitable relief to prevent the term breach or a further breach of this Agreement or at any time thereafter, except as required in the course provision. The provisions of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 27 shall survive the termination of this Agreement. Notwithstanding Agreement for a period of two years from the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party date of termination.

Appears in 2 contracts

Samples: Access One Trust, Profunds

Confidentiality. During BISYS and the term of Trust will each treat as proprietary and confidential any facts, circumstances, information, plans, projects and technical or commercial knowledge gained about the other party through the relationship created by this Agreement, except that information in the Distributor public domain and technical, operational or commercial knowledge that was or is independently discovered or developed shall not be subject to any such restriction. For these purposes, confidential information includes but is not limited to that information which relates or refers to: business planning; internal controls; computer, data processing, or communications architectures or systems; electronic data processing architectures, applications, programs, routines, or subroutines; business affairs and methods of operation or proposed methods of operations, investment techniques, strategies or systems and their application in particular contexts, and any non-public financial or other non-public information In connection with the Trust may have access foregoing, each party acknowledges and agrees that, with respect to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party . Confidential Information includes , without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the disclosure of such information is or becomes publicly known through lawful means; to employees and agents shall only be made on a need-to-know basis and (ii) each party shall take commercially reasonable steps to protect the confidentiality of such information. Each party agrees that it will not disclose any such covered proprietary or confidential information is disclosed gained in relation to the other party without to unaffiliated third parties, except (i) in the case of disclosure by BISYS, to a confidential restriction by Sub-administrative Agent or other permitted agent referred to in Section 1, or to a third party who rightfully possesses vendor used by BISYS, provided that such disclosure shall be limited to information that is needed by such agent or vendor for the information and did not obtain it provision of services and, provided further, that further dissemination inconsistent with this provision shall be prohibited by written confidentiality restrictions, (ii) to financial or legal advisers on a need-to-know basis (in either directly or indirectly case in such manner as to ensure no further dissemination), from one (iii) with the written consent of the parties other party, (iv) as provided in Section 9, as concerns the case books and records of the Funds, (v) as may be be required by law or legal process, or any provided that to the extent practicable, the disclosing party shall provide prior notice of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the disclosure to the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information party. The parties further agree that they will not, without the prior written approval a breach of this paragraph by either party would irreparably damage the other party, disclose such Confidential Information, and accordingly agree that each party shall be entitled to an injunction or use such Confidential Information in any way, either during other equitable relief to prevent the term breach or a further breach of this Agreement or at any time thereafter, except as required in the course provision. The provisions of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 18 shall survive the termination of this Agreement. Notwithstanding Agreement for a period of two years from the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party date of termination.

Appears in 2 contracts

Samples: Form of Administration Agreement (Profunds), Form of Administration Agreement (Access One Trust)

Confidentiality. During Between the term date of this Agreement, the Distributor Merger Agreement and the Trust may have access to confidential information relating to such matters as either party’s business Closing Date, trade secrets, systems, procedures, manuals, products, contracts, personnel each party will maintain in confidence, and clients. As used cause its directors, officers, employees, agents and advisors to maintain in this Agreement strict confidence, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive all written, oral or other disadvantage to such party. Confidential Information includes information obtained from another party in connection with this Merger Agreement or the transactions contemplated hereby, including, without limitation, sources of supply, vendors, customers, costs, pricing practices, trade secrets and other Intellectual Property, salaries and wages, employee benefits, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects budgets, marketing plans and opportunities projections and all other proprietary information ( such as possible acquisitions or dispositions of businesses or facilities collectively, the "CONFIDENTIAL INFORMATION") . Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement , unless: unless (i) the use of such information is necessary or becomes publicly known through lawful means; appropriate in making any filing or obtaining any consent or approval required for the consummation of the transactions contemplated hereby and the other party consents to such disclosure or (ii) the furnishing or use of such information is disclosed to required by law. If the other transactions contemplated by this Merger Agreement are not consummated, each party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all receiving another party's Confidential Information shall be kept confidential by will return or, at the other both during and after the term disclosing party's option, destroy all of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or including, but not limited to, all copies thereof and extracts therefrom and shall not use such Confidential Information in any way, either during manner which may be detrimental to the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other disclosing party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement its Affiliates. Notwithstanding the foregoing, a party the Company may disclose inform employees of the other’s Confidential Information if (i) required by law, regulation Company as they deem necessary or legal process or if requested by desirable of the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party existence of this Merger Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Veeco Instruments Inc), Veeco Instruments Inc

Confidentiality. During Buy.Com and Distributor acknowledge that, in the term --------------- acquire information, identified as confidential, about the other party, its business activities and operations, its technical information and trade secrets, of this Agreement a highly confidential and proprietary nature, the Distributor including without limitation, marketing records and the Trust may have access to confidential plans, forecasts and strategies, merchandising records, customer records and mailing lists, cost structures, allocation and pass through procedures, staffing levels, systems information, technology, technical information, know-how, computer programs, and general financing and business plans and information (all such information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “ Buy.Com or Distributor being "Confidential Information ” means information belonging to one of the parties that is of value to such party " and the disclosure of which could result in a competitive or other disadvantage party to whom such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities relates being the "Proprietary Party"). Each party will hold the other party's Confidential Information includes information developed by either party in strict confidence and will use reasonable precautions to prevent the course of engaging in the activities provided for in this Agreement, unless: (i) the information is unauthorized disclosure or becomes publicly known through lawful means; (ii) the information is disclosed access to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all party's Confidential Information shall be kept confidential by the other both during and after the term of this Agreement Information. Each party shall maintain commercially reasonable information security policies employ at least those precautions that such party employs to protect its own confidential or proprietary information. Distributor and procedures for protecting Confidential Information. The parties further Buy.Com agree that they each will not, without during the prior written approval Term hereof or thereafter and unless otherwise instructed by the Proprietary Party in writing, (i) divulge, furnish, disclose, or make accessible to any third party (other party than directors, officers, employees, agents, advisors and potential investors of either party thereto) any of the other's Confidential Information; provided however, that each party may disclose such Confidential Information or other information regarding this Agreement for which disclosure is required by the Securities and Exchange Commission; or (ii) make use of any of the other's Confidential Information, or use such other than as reasonably necessary for performance under this Agreement; provided however, that Confidential Information in shall not include any way, either during information which (i) at the term time of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided disclosure by the other party or as required thereafter is generally available to and known by law. Upon termination the public other than through any action or inaction of this Agreement for any reason such party, (ii) was available to the other party on a non-confidential basis from a source other than the Proprietary Party, provided that such source is not bound by a confidentiality agreement, or as otherwise requested contractual or fiduciary obligation with the Proprietary Party, or (iii) has been independently acquired or developed by the Trust, all other party by persons without access to such information and without use of any Confidential Information held by of the Proprietary Party, and without violating any obligations under this Agreement, or on behalf of Trust shall be promptly returned any other agreement between Buy.Com and Distributor. Each party, with prior written notice to the Trust Proprietary Party, or an authorized officer of the Distributor will certify to the Trust in writing that all may disclose such Confidential Information has been destroyed. This section 14 shall survive to the termination minimum extent possible that is required to be disclosed to a governmental entity or agency in connection with seeking any governmental or regulatory approval, or pursuant to the lawful requirement or request of this Agreement. Notwithstanding a governmental entity or agency, provided that reasonable measures are taken to guard against further disclosure, including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the foregoing, a other party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party so.

Appears in 2 contracts

Samples: Confidentiality Agreement (Buy Com Inc), Confidentiality Agreement (Buy Com Inc)

Confidentiality. During the term of this Agreement Buyer acknowledges that it has received, the Distributor and the Trust may have access to confidential hereafter receive, from Caravette or Company information relating to such matters the Company. Buyer, Caravette and Company agree to hold all information, including but not limited to the existence, terms and conditions of this Agreement and all documents relating thereto, the terms of the proposed transaction, any confidential information obtained as a result of due diligence or voluntary disclosure by either party ’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel , and clients. As used in this Agreement the identities of the parties and their respective principals (collectively, “Confidential Information ” means information belonging to one of ”) in the parties that is of value to such party and strictest confidence for five years after the disclosure of which could result in a competitive or other disadvantage to such party Effective Date. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed will be treated by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without both parties on a confidential restriction by a third party who rightfully possesses basis, provided that the information Caravette, the Company and did not obtain it, either directly or indirectly, from one of Buyer may disclose the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand terms and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term conditions of this Agreement or at to their attorneys, advisors and those employees with a need to know such information and to the Securities Exchange commission, FINRA and any time thereafter Federal agency the buyer is required to show full disclosure, except as required in the course of this Agreement Division and state and local authorities, and as provided by the other party or as otherwise may be required by law . Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 2 contracts

Samples: Purchase Agreement (OrgHarvest, Inc.), Purchase Agreement (OrgHarvest, Inc.)

Confidentiality. During Buyer, Seller and their respective Affiliates shall receive in confidence from each other technical information, business information, documentation and expertise, including the term terms of this Agreement ("Confidential Information"), and shall not, except as previously authorized in writing by the other Party, publish, disclose or make use of such Confidential Information (except as required by law and after notice to the other Party) for 22 any purpose other than in the performance of their obligations or their respective operations as contemplated by this Agreement, unless and until the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes has ceased to be proprietary as evidenced by general public knowledge or has been legally acquired by such Party from a Third Party without obligations of confidentiality. This prohibition against disclosure, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes publication or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions use of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential not restrict either Party from developing similar information in the exercise of its own technical skill, so long as such other information is independently developed by such Party without making use of the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information . The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 2 contracts

Samples: Supply Agreement (Triton Network Systems Inc), Supply Agreement (Triton Network Systems Inc)

Confidentiality. During the term Confidential Information means all proprietary data, concepts, projections, strategies, client lists, marketing plans, designs, processes, methods of this Agreement operation, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel innovations, and clients. As used in this Agreement, “Confidential Information” means other information belonging pertaining to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements business operations and other intellectual property; trade secrets; know-how; designs activities of Merit, processes or formulae; software; market or sales information or plans; customer lists; on the one hand, and business plans, prospects Video Direct and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to its affiliated companies on the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement hand. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not shall, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement use the Confidential Information disclosed or at any time thereafter, except as required in the course of this Agreement and as provided by the other party party, whether orally, written, by demonstration, in models or otherwise, only as required by law. Upon termination of permitted under this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust and shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that maintain all such Confidential Information has been destroyed. This section 14 in confidence and shall survive not disclose or divulge such Confidential Information to any third party or to any of its own personnel not having a need to know such information, provided that the termination parties have informed their respective personnel of the parties' obligations under this Agreement Section 13, and provided further that each third party to whom such disclosure is made shall have entered into a non-disclosure agreement the terms of which require such third party to maintain the confidentiality of the Confidential Information. Notwithstanding the foregoing, a party may disclose the other’s shall not be liable for disclosure of any such Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party. which:

Appears in 2 contracts

Samples: Amended and Restated License Agreement (Videolocity International Inc), Videolocity International Inc

Confidentiality. During Consultant and Company each understand and agree that the term other party and its affiliates (collectively, the “Affiliates”) possess Proprietary Information (as defined below) that is important to their respective businesses, and that this Agreement creates a relationship of confidence and trust between Consultant and the Company with regard to the Proprietary Information. For purposes of this Agreement, “Proprietary Information” means all information concerning or related to the Distributor business, operations, assets, liabilities, financial condition, or prospects of an Affiliate or a party, including, without limitation: (i) all information regarding the members, managers, officers, directors, employees, equity holders, and the Trust may have access to confidential information relating to such matters as either party’s business customers, in each case whether past, present, or prospective; (ii) all software, inventions, discoveries, trade secrets, systems processes, procedures techniques, manuals methods, products formulae, contracts, personnel, ideas and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs (iii) all financial statements, processes audit reports, budgets and business plans or formulae forecasts; software; market or sales information or plans; customer lists (iv) the terms of and engagement of Consultant pursuant to this Agreement and work produced by Consultant pursuant to this Agreement that the parties agree is proprietary; and business plans (v) all analyses, prospects compilations, forecasts, data studies, notes, translations, memoranda, or other documents or materials, prepared by or for Consultant and opportunities (such as possible acquisitions containing, based on, generated or dispositions derived from, in whole or in part, any Proprietary Information. At all times, both during the Term and after its termination, each party will keep in confidence and trust, and will not use or disclose, any Proprietary Information of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it prior written consent of that other party. No rights, either directly or indirectly, from one of the parties, as the case may be licenses, or any other rights to use the Proprietary Information of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential a disclosing party are granted by the other both during and after the term of this Agreement. Each All Company Proprietary Information and related materials Company discloses to Consultant, and all Consultant Proprietary Information and related materials that Consultant discloses to Company shall remain the property of the disclosing party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information or the Affiliate of the disclosing party that created the information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential A party receiving Proprietary Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by from the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned return to the Trust, disclosing party all documents and any tangible material or an authorized officer medium containing or representing such Proprietary Information upon request of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the disclosing party and promptly after termination of this Agreement , and the receiving party shall not retain copies, extracts, or other reproductions, in whole or in part, of such information or material except as otherwise required by law or regulation. Notwithstanding The disclosing party shall have the foregoing right to enforce this Agreement and any of its provisions by injunction, a specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that the disclosing party may disclose have for a breach of this Agreement, as provided in Section 10, below.Exceptions. Proprietary Information will not include information that a receiving party can demonstrate: (a) is in or enters the other’s Confidential Information if public domain without breach of this Agreement; ( i b) required by law, regulation or legal process or if requested by was in its possession prior to first receiving it from the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or disclosing party; ( ii c) requested to do so by was received from a third-party without restriction on disclosure and without breach of a nondisclosure obligation; (d) was developed independently of the other party ’s Proprietary Information; (e) was identified by the disclosing party as no longer proprietary or confidential; or (f) has been disclosed by the disclosing party to a third-party under no obligation of confidentiality. Proprietary Information shall not be deemed to be in “the public domain” under this Section 5 merely because any part or portion of said information, in contrast to the whole or all of the particular information which is claimed not to be Proprietary Information, is embodied in general disclosures or because individual features, components, or combinations thereof are now or become known to the public.

Appears in 2 contracts

Samples: Services Agreement (Motorsport Gaming Us LLC), Services Agreement (Motorsport Gaming Us LLC)

Confidentiality. During Consultant and Customer and their respective agents, directors, officers and employees shall hold the term other party’s Confidential Information in strict confidence and not use on their own behalf or disclose such Confidential Information to any third parties. Consultant and Customer and their respective agents, directors, officers and employees shall deliver promptly all Confidential Information of the other party in their possession upon the request of the other party. For purposes hereof, "Confidential Information" includes all confidential and proprietary information disclosed by either party including but not limited to software source code, technical and business information relating to a party's current and proposed products and services, research and development, production, manufacturing and engineering processes, costs, profit or margin information, finances, customers, prospects, potential customers, suppliers, marketing and production, personnel future business plans and any information marked confidential by either party. "Confidential Information" also includes proprietary or confidential information of any third party who may disclose such information to Consultant or Customer. These obligations shall not apply to Confidential Information which is already known to either party or its agents at the time it is disclosed, or which before being divulged either (a) has become publicly known through no wrongful act of either party; (b) has been rightfully received from a third party without restriction on disclosure and without breach of this Agreement , ; (c) has been independently developed by the Distributor and the Trust may have access to confidential information relating to such matters as either party or its agents; (d) has been approved for release by written authorization of either party ’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means ; ( ii e) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination disclosed pursuant to a requirement of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by governmental agency or of law , regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 2 contracts

Samples: Professional Services Agreement (CS Financing CORP), Professional Services Agreement (CS Financing CORP)

Confidentiality. During the term Term of this Agreement the Contract, the Distributor Parties shall treat as confidential all material, documents or information hereof acquired from each other in any way (be it financial exchange, technical support, consulting service, equipment maintenance, training, intellectual property and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive name rights or other disadvantage means, including but not limited to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities the Contract hereof). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to Without prior written consent from the other party without a Party, neither Party shall disclose confidential restriction by a material, documents, or information to any third party who rightfully possesses or the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement public for any reason, or as purpose unless otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by law. Meanwhile, except for its affiliates employees, lawyers, accountants or other advisers who is necessary to be informed, or for IPO, and major information that USA Securities and Exchange Commission (SEC) required, neither Party shall disclose the other party confidential material to any others for any purpose. The Parties shall take all necessary or appropriate actions to maintain the confidentiality of all confidential material, documents and information hereof. Any document that will be confidential should be marked and documented as confidential.

Appears in 2 contracts

Samples: Sales Representative Agreement, Sales Representative Agreement

Confidentiality. During the term course of performance under this Agreement, a Party (the "Owner") or its agent may make available to the other Party (the "Recipient") or its agent certain technical materials such as manuals, policyholder lists, data files and the data contained therein, systems, forms, methods, processes and procedures, and other information or data (collectively, "Proprietary Information") that is proprietary or trade secret in nature. Proprietary Information shall specifically exclude information that was previously known to the Recipient or that is or was publicly disclosed to the Recipient by any party not known by the Recipient to be under a duty to retain such information as confidential. Allocated Retention Pool (Non-Excess Risks) -- Effective October 1, 2008 Between Canada Life and HLAIC Each Party acknowledges that all Proprietary Information is offered for the sole purpose of performing its obligations under this Agreement. Further, each Party agrees that the Owner is deemed to be the sole owner of such Proprietary Information and that any use, furnishing, disclosure, dissemination, publication, or revealing of Proprietary Information in any way by the Recipient to any person, organization, firm or government agency contrary to applicable law or to the terms of this Agreement, shall obligate the Distributor Recipient to indemnify and hold the Trust may have access to confidential information relating to such matters as either party’s business Owner harmless from any damages, trade secrets litigation, systems liability, procedures claimed liability, manuals, products, contracts, personnel claims, and clients. As used in this Agreement expenses -- including reasonable attorneys' fees and incidental expenses -- resulting from any such improper use, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes furnishing, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be disclosure, or any revealing of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Owner's Proprietary Information, or use such Confidential Information in any way, either whether occurring during the term of this Agreement or at any time thereafter, except to the extent that any such loss or damage was caused or contributed to by the Owner. The Ceding Company acknowledges that the Reinsurer can aggregate the Ceding Company's Proprietary Information with other companies reinsured with the Reinsurer as long as the data cannot be identified as belonging to the Ceding Company. The Parties shall hold all Proprietary Information in trust and confidence and shall use Proprietary Information only for the purposes of this Agreement. Unless required in by applicable law, neither Party shall disclose any Proprietary Information without the course express written consent of the other Party. Notwithstanding the foregoing, the Parties may disclose Proprietary Information to their Representatives who need such Proprietary Information to carry out the purposes for which it was disclosed -- it being understood that the Party disclosing the Proprietary Information shall inform its Representatives of the confidential nature of the Proprietary Information, shall cause such Representatives to observe the terms of this Agreement, and shall be liable to the Owner for any breach of this Agreement by itself or by any of its Representatives. The term "Representatives," as used in this Agreement, shall mean a Party's directors, officers, employees, retrocessionaires, partners, agents, other controlling persons, and professional advisors, including but not limited to attorneys, accountants, actuaries, and intermediaries. In the event the Recipient or its Representative breaches this obligation, the Owner shall have all rights and remedies available under law and equity, including the right to protect its Proprietary Information by injunction, without proving economic loss, which the Parties acknowledge and concede is appropriate and necessary to protect the value of the Owner's Proprietary Information. Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities laws, each Party (and each Representative of such Party) may consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of the transaction ("Tax Treatment"), and disclose to any and all persons, without limitation of any kind, the Tax Treatment and all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to the Tax Treatment. This permission to disclose the Tax Treatment is limited to any facts relevant to the Tax Treatment and does not include information relating to the identity of the Parties. In the event that any Party is served with a subpoena, request for production of documents, other legal process, or request by regulator, such Party shall immediately notify, and send a copy of such subpoena, other legal process, or regulatory request to, the other party Party so that the other Party may reasonably determine whether any of its Proprietary Information may be included in the data required to be produced. Such other Party may, at its own expense, take such legal action as it deems necessary to preserve the confidentiality of its Proprietary Information or as required by law may waive its rights to do so. Upon To the extent possible, Proprietary Information shall be promptly destroyed upon the termination of this Agreement or, with respect to any particular data files and data, on such earlier date that the same are no longer required by Recipient in order to continue to perform its obligations hereunder. The Recipient will not be obligated to destroy any Proprietary Information that is retained for any reason back-up or archiving purposes, in accordance with a document retention policy, or as otherwise requested that the Recipient, in the opinion of counsel, is legally compelled to keep and store. Allocated Retention Pool (Non-Excess Risks) -- Effective October 1, 2008 Between Canada Life and HLAIC The Parties agree to immediately notify each other, in writing, of all circumstances surrounding any known or potential access to, or possession of, Proprietary Information by the Trust, all Confidential Information held any person other than persons authorized by or on behalf of Trust this Agreement. Such notice shall be promptly returned to provided as a material communication under Article XXIII and shall include, but not be limited to, the Trust, or an authorized officer name and address of the Distributor will certify to the Trust in writing that all each such Confidential Information has been destroyed unauthorized person. This section 14 Article shall survive the termination of this Agreement . Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 2 contracts

Samples: Hartford Life & Annuity Ins Co Separate Acount Vlii, Hartford Life & Annuity Ins Co Separate Acount Vlii

Confidentiality. During the term course of the Term of this Agreement, either Party ("Disclosing Party") may disclose certain Confidential Information to the Distributor other Party ("Receiving Party"). “Confidential Information” may include any data or information, oral, or written, that relates to either Party's (or, if either Party is bound to protect the confidentiality of any other person's information, such other person's) past, present, or future research, development, technology, products, personnel, or business activities, including, but not limited to, any unannounced products, software, and the Trust may have access to confidential services, and including any information relating to such matters as either party’s business services or the technology, developments, inventions, software, expertise, processes, trade secrets, systems filed patents, procedures know how, manuals Source Code, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation plans, financial information, proposal customer and presentations, reports supplier lists, forecasts, inventions and projections. The Parties agree that all information a Party desires to be deemed Confidential Information shall be conspicuously marked or otherwise identified as Confidential Information of the Disclosing Party at the time of disclosure or, improvements and other intellectual property; trade secrets; know-how; designs if disclosed in an intangible form, processes or formulae; software; market or sales shall be followed by a writing identifying the information or plans; customer lists; and business plans, prospects and opportunities as confidential within thirty ( such as possible acquisitions or dispositions 30) days of businesses or facilities) first disclosure thereof. Confidential Information includes information developed by either party in the course terms of engaging in this Agreement and any material considered confidential under any NDA signed between the activities provided for in Parties prior to entering this Agreement , unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities . The parties understand and agree that all Party receiving any such Confidential Information shall be kept treat such Confidential Information as confidential and proprietary of the Disclosing Party for a period of five (5) years from first receipt thereof and for this term shall not use, disclose, or otherwise exploit any Confidential Information for any purpose not expressly contemplated by the other both during and after the term of this Agreement. Each party Party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not require each of their employees, without independent contractors, agents or representatives who have access to the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information to execute a written confidentiality agreement containing terms substantially similar to those set forth in any way, either during the term of this Agreement or at any time thereafter, except as required in the course shall have form employee or consultant agreements and procedures to ensure their execution where these agreement are reasonably protective of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned confidential information according to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement software industry standard practices. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested is deemed not to do so by the other party. include information that:

Appears in 2 contracts

Samples: Software License Agreement (Wintegra Inc), Software License Agreement (Wintegra Inc)

Confidentiality. During the term course of their business relationship, each party may disclose to the other party certain information which the disclosing party considers proprietary and confidential, including but not limited to the terms of this Agreement Agreement as well as information concerning manufacturing and processing methods, the Distributor business and the Trust may have access to confidential information relating to such matters as either party’s business technology plans, trade secrets distribution strategies, systems sales, procedures costs, manuals pricing, products marketing, contracts customers, personnel, suppliers and clients. As used in this Agreement research and development (collectively, “Confidential Information ” means ”). For purposes hereof, information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party already in the course public domain or known by the receiving party at the time of engaging in disclosure by the activities provided for in this Agreement disclosing party, unless: (i) the information is or subsequently becomes publicly known through lawful means; (ii) the information is disclosed available to the other public or known by the receiving party without a confidential restriction by a third party who rightfully possesses the information and did any breach of this Section, shall not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities be considered to be Confidential Information. The parties understand and each agree that all Confidential Information shall be kept confidential used by the other both during and after receiving party solely for the term of purposes contemplated by this Agreement . Each party , shall maintain commercially reasonable information security policies be kept strictly confidential and procedures for protecting Confidential Information. The parties further agree that they will shall not, without the disclosing party’s prior written approval consent, be disclosed by the other party, disclose such Confidential Information, or use such Confidential Information receiving party in any way, either during the term of this Agreement or at any time thereafter manner whatsoever, except as required in the course of this Agreement and as provided by the to comply with applicable laws or regulations, or with a court or administrative order, subpoena, civil investigative demand or other legal process. The receiving party or as required by law. Upon termination of this Agreement shall be liable for any reason failure of its employees, agents or as otherwise requested by representatives to comply with the Trust, all Confidential Information held by confidentiality obligations set forth in this Section. The confidentiality obligations set forth in this Section shall expire [**] years following the expiration or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing Supplier expressly agrees that it shall not, a party may disclose the other’s Confidential Information if (i) required by law and shall cause its affiliates, regulation officers, directors, employees, agents and representatives not to, make any attempt to reverse engineer any formula or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party product base of Buyer.

Appears in 2 contracts

Samples: WHITEWAVE FOODS Co, WHITEWAVE FOODS Co

Confidentiality. During the term of this Agreement, the Distributor and the Trust Sponsor, on its own behalf and on behalf of the Trust, may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust Sponsor, all Confidential Information held by or on behalf of Sponsor or the Trust shall be promptly returned to the Trust Sponsor, or an authorized officer of the Distributor will certify to the Trust Sponsor in writing that all such Confidential Information has been destroyed , provided that Distributor may retain Confidential Information to the extent required by regulatory record retention requirements applicable to it. This section 14 13 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC SEC, CFTC, NFA, FINRA or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party ; provided that in the event of (i), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Services Agreement (Direxion Shares ETF Trust II), Distribution Services Agreement (Direxion Shares ETF Trust II)

Confidentiality. During the term of this Agreement, the Distributor and the Trust Sponsor, on its own behalf and on behalf of the Trust, may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation , transaction information with Authorized Participants (which is the Trust’s and Sponsor’s Confidential Information), financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust Sponsor, all Confidential Information held by or on behalf of Sponsor or the Trust shall be promptly returned to the Trust Sponsor, or an authorized officer of the Distributor will certify to the Trust Sponsor in writing that all such Confidential Information has been destroyed , provided that Distributor may retain Confidential Information to the extent required by regulatory record retention requirements applicable to it. This section 14 13 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC SEC, CFTC, NFA, FINRA or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party ; provided that in the event of (i), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Services Agreement (WisdomTree Continuous Commodity Index Master Fund), Distribution Services Agreement (WisdomTree Coal Fund)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC Commission or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party ; provided that in the event of (i), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (TrimTabs ETF Trust), Distribution Agreement (Calamos ETF Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section Section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party ; provided that in the event of (i), if permitted by applicable law or the relevant agency, the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure. The Parties agree that the procedures and restrictions set forth immediately above shall not apply to disclosures of Confidential Information to the Receiving Party’s applicable regulatory authorities in connection with routine regulatory examinations or requests for information, with respect to which the receiving party shall be permitted to disclose such Confidential Information to the extent necessary to respond to such examinations or requests. The receiving party shall advise such regulatory authorities of the confidential nature of such information.

Appears in 2 contracts

Samples: Distribution Agreement (Tidal ETF Trust), Distribution Agreement (Tidal ETF Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 Section 15 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party ; provided that in the event of (i), the disclosing party shall give the other party reasonable prior notice of suchdisclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (ETFis Series Trust I), Amended and Restated Distribution Agreement (ETFis Series Trust I)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation , transaction information with Authorized Participants (which is the Trust’s Confidential Information), financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means ; , (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses not under an obligation of confidentiality to the party whose Confidential Information is at issue, or (iii) the information and did not obtain it, either directly or indirectly, from one of is independently developed by a party without reference to the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities other’s Confidential Information. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed , provided that Distributor may retain Confidential Information that it is required to maintain as a broker-dealer pursuant to applicable FINRA and SEC rules and regulations. This section 14 Section shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC Commission or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party ; provided that in the event of (i), the disclosing party shall give the other party reasonable prior written notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure. In the event of any unauthorized use or disclosure by a party of any Confidential Information of the other party, the disclosing party shall promptly (i) notify the other party of the unauthorized use or disclosure; (ii) take all reasonable actions to limit the adverse effect on the other party of such unauthorized use or disclosure; and (iii) take all reasonable action to protect against a recurrence of the unauthorized use or disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Eaton Vance NextShares Trust II), Form of Distribution Agreement (Calvert Management Series)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation , transaction information with Authorized Participants (which is the Trust’s Confidential Information), financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC Commission or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party ; provided that in the event of (i), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (WisdomTree Trust), Distribution Agreement (WisdomTree Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided proved by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement . Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 2 contracts

Samples: Distribution Agreement (RevenueShares ETF Trust), Distribution Agreement (FocusShares Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts , ; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) at the time of receipt the information was already actually known to the other party; or (iii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided approved by the other party or as required by law . Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 2 contracts

Samples: Form of Distribution Agreement (ProShares Trust II), Form of Distribution Agreement (ProShares Trust II)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, information about portfolio holdings, investment recommendations and transactions being or to be executed, financial information, proposal proposals and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided proved by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC Commission or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party ; provided that in the event of (i), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Columbia ETF Trust), Distribution Agreement (Columbia ETF Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to non-public confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means non-public or proprietary information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, includes non-public or proprietary information that may be financial information, proposal proposals and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except (i) as required in the course of this Agreement and Agreement, (ii) as provided by the other party party, or (iii) as required by applicable law , rule, or regulation or in response to a routine self-regulatory examination or request for information directed at the receiving party. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental or self-regulatory agency with jurisdiction over the parties a party hereto or (ii) requested to do so by the other party ; provided that, in the event of (i), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure. Nothing in this Agreement shall be deemed to authorize the Distributor to waive any attorney-client privilege, work product or other privilege of the Trust. The Parties agree that the procedures and restrictions set forth immediately above shall not apply to disclosures of Confidential Information to the Receiving Party’s applicable regulatory authorities in connection with routine regulatory examinations or requests for information, with respect to which the Receiving Party shall be permitted to disclose such Confidential Information to the extent necessary to respond to such examinations or requests.

Appears in 2 contracts

Samples: Distribution Agreement (Siren ETF Trust), Distribution Agreement (Siren ETF Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to non-public confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means non-public or proprietary information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, includes non-public or proprietary information that may be financial information, proposal proposals and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except (i) as required in the course of this Agreement and Agreement, (ii) as provided by the other party party, or (iii) as required by applicable law , rule, or regulation or in response to a routine self-regulatory examination or request for information directed at the receiving party. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory or self-regulatory agency with jurisdiction over the parties a party hereto or (ii) requested to do so by the other party.

Appears in 2 contracts

Samples: Distribution Agreement (AltShares Trust), Distribution Agreement (Northern Lights Fund Trust IV)

Confidentiality. During Each Party acknowledges that during the term of this Agreement, the Distributor and the Trust may it will have access to confidential and receive oral and written information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of concerning the parties that is of value to such party other Party and the disclosure of which could result in a competitive transactions entered into pursuant to or other disadvantage otherwise related to such party. Confidential Information includes this Agreement (collectively, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities the “Information”). Confidential Each Party hereby agrees that it will use the Information includes information developed by either party in solely for the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed purposes related to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each Party hereby further agrees that, unless required by applicable law, order, or rule or unless required to enforce or protect its rights under this Agreement, it will not disclose any of the Information to any third party other than such Party’s employees, Affiliates, lenders, counsel, accountants, or other advisors. Each Party further agrees that it will notify the other Party of any proceeding of which it is aware that may result in disclosure of Information and shall maintain commercially use reasonable information security policies efforts to prevent or limit such disclosure.Provider and procedures for protecting Confidential Information. The parties further Client agree that they will not from time to time and at Provider’s sole discretion, without the prior written approval by the other party Provider may provide to Client certain reports, disclose such Confidential Information analyses, or use such Confidential Information in any way projections, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC forecasts or other governmental regulatory agency with jurisdiction over the similar information in whatever form prepared, summarized or compiled by third parties hereto or ( ii) requested to do so by the other party. “Reports”). Client acknowledges and understands that:

Appears in 2 contracts

Samples: Marketing Agreement (Total Gas & Electricity (PA) Inc), Marketing Agreement (Summer Energy Holdings Inc)

Confidentiality. During the term of this Agreement Each Party acknowledges that, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in performing its duties and obligations under this Agreement, unless: certain information that is confidential or proprietary to such Party including the Kamada Intellectual Property ( i “Confidential Information”) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to will be furnished by the other party Party or such other Party’s Representatives. Each Party agrees that any Confidential Information furnished by the other Party or such other Party’s Representatives will not be used by it or its Representatives except in connection with, and for the purposes of, the manufacturing, promotion, marketing, distribution and sale of Product and for any other purpose permitted under this Agreement and, except as provided herein, will not be disclosed by it or its Representatives without a confidential restriction the prior written consent of the other Party. Notwithstanding the foregoing, Confidential Information furnished by a third party who rightfully possesses Party may be disclosed by a receiving Party to such receiving Party’s professional advisors or such receiving Party’s bona fide potential purchasers, acquirers, investors, bankers and lenders, and the professional advisors of the foregoing; provided that such persons need to know the disclosed information and did not obtain it, either directly or indirectly, from one agree to be bound by the receiving Party’s obligation of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities confidentiality with respect to such information. The parties understand and Parties further agree that all Confidential Information disclosed in written, electronic or other tangible form (such as a physical prototype, physical sample, photograph or video tape) shall be kept clearly marked “CONFIDENTIAL” (or sent in a communication clearly marked “CONFIDENTIAL”) or, if furnished in oral form or by visual observation, shall be stated to be confidential by the other both during Party disclosing such information at the time of such disclosure and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval reduced to a writing by the other party, disclose Party disclosing such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by information which is furnished to the other party Party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other other Party’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party Representatives within [*****] after such disclosure.

Appears in 2 contracts

Samples: Supply and Distribution Agreement (Kamada LTD), Supply and Distribution Agreement (Kamada LTD)

Confidentiality. During the term of this Agreement Each Party acknowledges that, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in performing its duties and obligations under this Agreement, unless: certain information that is confidential or proprietary to such Party including the Kamada Licensed Patent Rights and Kamada Licensed Know-How ( i “Confidential Information”) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall will be kept confidential furnished by the other both during and after the term of this Agreement Party or such other Party’s Representatives. Each party shall maintain commercially reasonable information security policies Party agrees that any Confidential Information furnished by the other Party or such other Party’s Representatives will not be used by it or its Representatives except in connection with, and procedures for protecting Confidential Information. The parties further agree that they the purposes of, the development, manufacturing, promotion, marketing, distribution and sale of Baxter Product and for any other purpose permitted under this Agreement and, except as provided herein, will not, not be disclosed by it or its Representatives without the prior written approval by consent of the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement Party. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required furnished by law a Party may be disclosed by a receiving Party to such receiving Party’s professional advisors or such receiving Party’s bona fide potential purchasers, regulation or legal process or if requested acquirers, investors, bankers and lenders, and the professional advisors of the foregoing; provided that such persons need to know the disclosed information and agree to be bound by the SEC receiving Party’s obligation of confidentiality with respect to such information. The Parties further agree that all Confidential Information, including but not limited to the Kamada Licensed Know-How, whether disclosed in written, electronic or other governmental regulatory agency with jurisdiction over the parties hereto tangible form (such as a physical prototype, physical sample, photograph or video tape) shall be clearly marked “CONFIDENTIAL” ( ii or sent in a communication clearly marked “CONFIDENTIAL”) requested or, if furnished in oral form or by visual observation, shall be stated to do so be confidential by the Party disclosing such information at the time of such disclosure and reduced to a writing by the Party disclosing such information which is furnished to the other party Party or such other Party’s Representatives within [*****] after such disclosure.

Appears in 2 contracts

Samples: Technology License Agreement (Kamada LTD), Technology License Agreement (Kamada LTD)

Confidentiality. During the term of this Agreement Each Party and such Parties' respective employees, the Distributor directors, consultants, affiliates and the Trust may have access to subsidiaries shall ensure that any and all proprietary information, trade secrets and all other confidential information relating to such matters as either party’s regarding the business, trade secrets assets, systems customers, procedures, manuals, products, contracts, personnel processes, and clients. As used in this Agreement, “Confidential Information” means information belonging to one methods of the parties any other Party that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party it may learn in the course of engaging negotiations for, or carrying out of, this Agreement is treated by it in strict confidence and shall not use for any purpose other than for this Agreement or the activities provided for in Venture or disclose such information, unless such information (i) is required to be disclosed by Law or judicial order, (ii) is required to be disclosed to give effect to this Agreement, unless: ( i iii) the information is in good faith independently acquired or developed, or (iv) becomes publicly known or available other than through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one fault of the parties, as the case may be, Party seeking to use or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party information.

Appears in 2 contracts

Samples: Articles of Incorporation (Celeritek Inc/Ca), Celeritek Inc/Ca

Confidentiality. During Each Party hereto agrees to take normal and reasonable precautions and exercise due care to maintain the term confidentiality of all Confidential Information received by such Party in connection with this Agreement and agrees and undertakes that it shall not disclose to any third party (including without limitation any fan or member clubs, other licensees, sanctioning bodies, trade associations, industry groups, publications or other persons or entities) or use any such in formation for any purpose or in any manner other than pursuant to the terms contemplated by this Agreement, without the Distributor and express prior written consent of the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients disclosing Party. As used in For purposes of this Agreement, “Confidential Information” means information belonging shall mean information, documents and other tangible things, provided by either Party to one of the parties that is of value other, in whatever form, whether alone or in its compiled form and whether marked as confidential or not, relating to such party the Party’s business and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes marketing, including without limitation, the Party’s financial information, proposal and presentations personal information, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists ; , product plans and business marketing plans, prospects the terms and opportunities (such as possible acquisitions or dispositions conditions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: any materials provided pursuant to or in accordance with this Agreement, and any financial information regarding NASCAR licensing or the Licensee’s business. Any Party may disclose Confidential information required to be disclosed (i) pursuant to subpoena or other court process; provided that the Party required to make such disclosure gives the other Party given notice of the information to be disclosed as far in advance of its disclosure as is or becomes publicly known through lawful means; practicable and uses its reasonable good faith Commercially Reasonable Efforts to obtain assurance that such information will be accorded confidential treatment, (ii) when required to do so in accordance with the provisions of any applicable law or regulations, including the regulations of any national securities exchange or trading market on which the securities of such Party or its Affiliates are traded, to such persons to whom such disclosure is so required, (iii) at the express direction of any agency of any State of the United States of America or of any other jurisdiction in which such Party conducts its business, to such agency, (iv) to such person’s independent auditors and other professional advisors that have a reasonable need or basis for access thereto; provided they agree to maintain confidentiality, (v) subject to continued confidentiality, and only on a “need to know” basis and to the extent reasonably necessary, to such Party’s parent companies or their equity owners, (v) to the extent that such information is disclosed already known to the other party without a confidential restriction by a third party who rightfully possesses recipient or otherwise in the information public domain, and did not obtain it, either directly (vi) in order to protect or indirectly, from one of the parties, as the case may be, or any of enforce their respective principals, employees, affiliated persons, or affiliated entities rights hereunder. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 foregoing confidentiality provision shall survive the termination or expiration of this Agreement . Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 2 contracts

Samples: License Agreement (Motorsport Gaming Us LLC), License Agreement (Motorsport Gaming Us LLC)

Confidentiality. During Each party ("Receiving Party") shall maintain the term confidentiality of information provided by the other ("Disclosing Party") or obtained by Receiving Party in connection with its activities under this Agreement, and shall not use, disclose or permit such information to be used or disclosed at any time prior to or after the termination of this Agreement, except as specifically permitted in writing by the Distributor and Disclosing Party. Confidential or proprietary information shall include any information of the Trust may have access Disclosing Party, which is not generally known or does not become known to confidential information relating to the public, such matters as either party’s business as, without limitation, any development, sales, financial or accounting procedures, accounts, operations, techniques, methods, business plans, trade secrets, systems, procedures, manuals, products, contracts, personnel or the identity or personal or financial information of any customers, and clients any and all information regarding the Disclosing Party's business practices ("Confidential Information"). As used in Each party also agrees to maintain, and cause its employees, agents and subcontractors to maintain, the terms and conditions of this Agreement, “Confidential Information” means information belonging including compensation, strictly confidential, and not to one of the parties that is of value disclose same to such party and the disclosure of which could result any third party, except as expressly permitted in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval writing by the other party . Each party further agrees that its employees, disclose such Confidential Information agents, or use such Confidential Information in any way, either during subcontractors and contractors shall abide by the term terms of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed paragraph. This section 14 paragraph shall survive the termination of this Agreement . Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 2 contracts

Samples: Marketing Agreement (Millennium Group Worldwide Inc), Marketing Agreement (Millennium Group Worldwide Inc)

Confidentiality. During the term of this Agreement, the Distributor and the Trust Each party acknowledges that it may have access to various items of proprietary and confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in investigations and negotiations prior to Closing. Each party agrees that any such information received from the activities provided other party shall be kept confidential and shall not be used for in this Agreement any purpose other than to facilitate the consummation of the transactions contemplated herein. Confidential and proprietary information shall include any business or other information which is delivered by one party to the other, unless: unless such information (i) the information is or becomes publicly known through lawful means; already public knowledge, (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it becomes public knowledge through no fault, either directly action or indirectly, from one inaction of the parties, as receiving party or (iii) was known by the case may be receiving party, or any of their respective principals its directors, officers, employees, affiliated persons representatives, agents or advisors, as applicable, prior to the disclosure of such information by the disclosing party to the receiving party. No party hereto, nor its respective officers, directors, employees, accountants, attorneys, or affiliated entities. The parties understand agents, as applicable, shall intentionally disclose the existence or nature of, or any of the terms and agree that all Confidential Information shall be kept confidential by conditions relating to, the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not transactions referred to herein, to any third person without the prior written approval by the consent of all other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party parties.

Appears in 2 contracts

Samples: Ward North America Holding Inc, Anchor Pacific Underwriters Inc

Confidentiality. During Each party acknowledges the term confidential nature of this Agreement, as well as “Confidential Information” to be learned from each other in the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in furtherance of this Agreement , . “Confidential Information” means confidential and proprietary information belonging to of one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes hereto including, without limitation, financial such party’s customers, customer information, proposal pricing information, pricing formulas, pricing methodology, vendors, fuel purchase programs and presentations terms, reports fuel delivery programs, forecasts strategy, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business development plans, prospects fuel volumes, marketing programs, methods of operations, contracts, financial information (including without limitation, administrative expenses, overhead and opportunities (such as possible acquisitions or dispositions of businesses or facilities revenues and income) . Confidential Information includes , but excluding information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: which (i) the information is or becomes publicly known through lawful means generally available to the public other than as a result of a breach of this Agreement; (ii) becomes available on a nonconfidential basis from a source other than Supplier or Retailer, under circumstances that a reasonable person would believe after due inquiry that the information source is disclosed not bound by any agreement of confidentiality, or (iii) was known on a nonconfidential basis prior to the other party without a confidential restriction disclosure by a third party who rightfully possesses the information and did not obtain it, either directly Retailer or indirectly, from one of the parties Supplier, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement applicable. Each party shall maintain commercially reasonable information security policies of Supplier and procedures for protecting Confidential Information. The parties further agree Retailer agrees that they will keep confidential and not, without the prior written approval by consent of the other party owner of such information, disclose such Confidential Information, the confidential information to any other person or use such Confidential Information in the confidential information, directly or indirectly, for any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement purpose other than performing and as provided contemplated by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a each party may disclose provide the other’s Confidential Information if (i) required by law, regulation or legal process or if requested confidential information of the other party to any representatives and affiliates who agree to be bound by the SEC terms of this Section 17 (each party will remain responsible for any breach of this Section 17 by its representatives or other governmental regulatory agency affiliates) only if such affiliates or representatives need to know such confidential information in connection with jurisdiction over their duties for or business relationship with such party. In the parties hereto event either party is requested or becomes legally compelled ( ii by oral questions, interrogatories, or request for information or documents, subpoena, civil investigative demand or similar process) requested to do so by disclose any confidential information of the other party , such requested party will provide to the other party prompt written notice so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section. Nothing in this Section shall be deemed to prohibit either party from filing a copy of this Agreement with any governmental agency, if required by law to do so, but, to the extent permitted will seek confidentiality of the pricing and other sensitive terms in this Agreement. This Section 17 shall survive any termination or cancellation of this Agreement.

Appears in 2 contracts

Samples: Affiliation Agreement (Maxum Petroleum Holdings, Inc.), Affiliation Agreement (Maxum Petroleum Holdings, Inc.)

Confidentiality. During Each party agrees with respect to all technical, commercial and other information that is furnished or disclosed by the term of this Agreement other parties, the Distributor including, but not limited to, information regarding such party's (and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts its Subsidiaries' and Affiliates') organization, personnel, business activities, customers, subscribers, policies, assets, finances, costs, sales, revenues, technology, rights, obligations, liabilities and clients. As used strategies (the "Information"), that, unless and until the transactions contemplated hereby shall have been consummated, (a) such Information is confidential and/or proprietary to the furnishing/disclosing party and entitled to and shall receive treatment as such by the receiving party; (b) the receiving party will hold in this Agreement, “Confidential Information” means information belonging to one confidence and not disclose or use (except in respect of the parties transactions contemplated hereby) any such Information, treating such Information with the same degree of care and confidentiality as it accords its own confidential and proprietary information; provided, however, that is of value the receiving party shall not have any restrictive obligation with respect to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential any Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: that (i) is contained in a printed publication available to the information general public, (ii) is or becomes publicly known through lawful means no wrongful act or omission of the receiving party, or (iii) is known by the receiving party without any proprietary restrictions by the furnishing/disclosing party at the time of receipt of such Information; and ( ii c) all such Information furnished to a party by another, unless otherwise specified in writing, shall remain the information property of the furnishing/disclosing party and, in the event this Agreement is disclosed terminated, shall be returned to it, together with any and all copies made thereof, upon written request for such return by it (except for documents submitted to a governmental agency with the consent of the furnishing/disclosing party or upon subpoena and that cannot be retrieved with reasonable effort), and each party shall confirm in writing to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or others compliance with any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement such request. Each party shall maintain commercially reasonable information security policies hereto acknowledges that the remedy at law for any breach by a party of its obligations under this section is inadequate and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party parties shall be entitled to equitable remedies, disclose such Confidential Information including injunctive relief, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course event of this Agreement and as provided breach by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tanisys Technology Inc), Tanisys Technology Inc

Confidentiality. During Each party hereto acknowledges that the term other parties have legitimate and continuing proprietary interests in the protection of their confidential information and that the parties have invested substantial sums and will continue to invest substantial sums to develop, maintain and protect such confidential information. Prior to and after the Closing, each party agrees not to disclose, furnish or make accessible to anyone or use for its own benefit (other than as contemplated hereby) any trade secrets or other confidential or proprietary information of another party relating to the Companies and/or their respective businesses, the PCFS Assets or the other parties including, but not limited to, information obtained by or revealed to such party during any investigations, negotiations or review relating to this Agreement, the Distributor UAFC Share Purchase Agreement and the Trust may have access to confidential information relating to such matters as either party’s business any other document contemplated hereby or thereby or any past or future actions taken in connection with, trade secrets pursuant to, systems in accordance with, procedures, manuals, products, contracts, personnel, and clients. As used in or under this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes including without limitation any business plans, without limitation marketing plans, financial information, proposal strategies, systems, programs, methods, employee lists, computer programs, insurance profiles and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans provided, prospects and opportunities ( however, that such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes protected information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: shall not include (i) information required to be disclosed by law, legal or judicial process (including a court order, subpoena or order of a Governmental Authority) or the rules of any stock exchange (including Nasdaq), (ii) information that is or becomes publicly known through lawful means; (ii) the information is disclosed available to the disclosing party on a non-confidential basis from a source other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by than the other both during parties and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information not obtained in any way, either during the term of this Agreement or at any time thereafter, except as required in the course violation of this Agreement and as provided by (iii) information known to the other party public or as required by law. Upon termination otherwise in the public domain without violation of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party Section 9.5.

Appears in 2 contracts

Samples: Barasch Richard A, Purchase Agreement (Penncorp Financial Group Inc /De/)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not hereto agrees that, without except with the prior written approval by consent of the Board of Managers, it shall at all times keep confidential and not divulge, furnish or make accessible to anyone any confidential information, knowledge or data concerning or relating to the business or financial affairs of the other party parties hereto, disclose the Company, any direct or indirect Subsidiary of the Company to which such Confidential Information party has been, or use such Confidential Information in any way shall become privy, either during the term by reason of this Agreement or at any time thereafter of the Company’s Affiliates, except as required discussions or negotiations relating to this Agreement or the relationship of the parties contemplated hereby; provided, however, that confidential information may be disclosed to a party’s directors, partners, officers, employees, advisors, financing sources or representatives (provided, that (x) such directors, partners, officers, employees, advisors, financing sources or representatives of any party will be informed by such party of the confidential nature of such information and shall be directed by such party to keep such information confidential in accordance with the course contents of this Agreement and as provided by the other (y) each party or as required by law. Upon termination will be liable for any breaches of this Agreement for Section 14.1 by any reason of its directors partners, officers, employees, advisors, financing sources or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed representatives). This section 14 shall survive the termination The confidentiality obligations of this Agreement. Notwithstanding the foregoing Section 14.1 do not apply to any information, a party may disclose the other’s Confidential Information if knowledge or data (i) which is publicly available or becomes publicly available through no act or omission of the party wishing to disclose the information, knowledge or data; or (ii) to the extent that it is required to be disclosed by any applicable law, regulation or legal process or if requested by the SEC rules of any stock exchange, regulatory body or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party authority. The provisions of this Section 14.1 shall survive termination of this Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (SEACOR Marine Holdings Inc.), Formation Agreement (SEACOR Marine Holdings Inc.)

Confidentiality. During Each party hereto agrees that, except with the term prior written consent of the Manager, it shall at all times keep confidential and not divulge, furnish or make accessible to anyone any confidential information, knowledge or data concerning or relating to the business or financial affairs of the other parties to which such party has been or shall become privy by reason of this Agreement, the Distributor and the Trust may have access to confidential information discussions or negotiations relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one Agreement or the relationship of the parties contemplated hereby; provided, however, that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales confidential information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is may be disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it party’s directors, either directly or indirectly partners, from one of the parties, as the case may be, or any of their respective principals officers, employees, affiliated persons advisors, financing sources or affiliated entities. The parties understand representatives (provided that (1) such directors, partners, officers, employees, advisors, financing sources or representatives of any party will be informed by such party of the confidential nature of such information and agree that all Confidential Information shall be kept directed by such party to keep such information confidential by in accordance with the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course contents of this Agreement and as provided by the other (2) each party or as required by law. Upon termination will be liable for any breaches of this Agreement for Section 13.1 by any reason of its directors, partners, officers, employees, advisors, financing sources or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed representatives). This section 14 shall survive the termination The confidentiality obligations of this Agreement. Notwithstanding the foregoing Section 13.1 do not apply to any information, a party may disclose the other’s Confidential Information if knowledge or data (i) which is publicly available or becomes publicly available through no act or omission of the party wishing to disclose the information, knowledge or data; or (ii) to the extent that it is required to be disclosed by any applicable law, regulation or legal process or if requested by the SEC rules of any stock exchange, regulatory body or other governmental regulatory agency authority, including in connection with jurisdiction over the parties hereto or (ii) requested to do so by the other party resolution of any dispute hereunder. The provisions of this Section 13.1 shall survive termination of this Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Fulcrum Bioenergy Inc), Limited Liability Company Agreement (Fulcrum Bioenergy Inc)

Confidentiality. During Each party hereto agrees to take normal and reasonable precautions and exercise due care to maintain the term confidentiality of all non-public Confidential Information received by such party in connection with this Agreement and agrees and undertakes that it shall not disclose to any third party (including without limitation any fan or member clubs, other licensees, sanctioning bodies, trade associations, industry groups, publications or other persons or entities) or use any such information for any purpose or in any manner other than pursuant to the terms contemplated by this Agreement, without the Distributor and express prior written consent of the Trust may have access to confidential information relating to such matters as either disclosing party ’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients . As used in For purposes of this Agreement, “Confidential Information” means shall mean information, documents and other tangible things, provided by either party to the other, in whatever form, whether alone or in its compiled form and whether marked as confidential or not, relating to the party’s business and marketing, including without limitation, the party’s financial information, personal information, customer lists, product plans and marketing plans, the terms and conditions of this Agreement, any materials provided pursuant to or in accordance with this Agreement, and any financial information belonging regarding NTP licensing (including without limitation, royalty rates, royalties, minimums, guarantees, distribution channels, volume of sales, breakdown of sales by product or SKU or other such information). Any party may disclose Confidential Information required to one be disclosed (i) pursuant to subpoena or other court process; provided that the party required to make such disclosure gives the other party written notice of the parties information to be disclosed as far in advance of its disclosure as is practicable and uses its reasonable good faith Commercially Reasonable Efforts to obtain assurance that is such information will be accorded confidential treatment, (ii) when required to do so in accordance with the provisions of value any applicable law or regulations, including the regulations of any national securities exchange or trading market on which the securities of such party or its Affiliate Companies are traded, to such persons to whom such disclosure is so required, (iii) at the express direction of any agency of any State of the United States of America or of any other jurisdiction in which such party conducts its business, to such agency, (iv) to such person’s independent auditors and other professional advisors that have a reasonable need or basis for access thereto; provided they agree to maintain confidentiality, (v) subject to continued confidentiality, and only on a “need to know” basis and to the disclosure of which could result in a competitive or other disadvantage extent reasonably necessary, to such party . Confidential Information includes ’s parent companies or equity owners, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course case of engaging NTP and the NTP Licensors, to their sponsors and Drivers, (v) to the extent that such information is already known to the recipient or otherwise in the activities provided for public domain, and (vi) in this Agreement, unless: (i) the information is order to protect or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of enforce their respective principals, employees, affiliated persons, or affiliated entities rights hereunder. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 foregoing confidentiality provision shall survive the termination or expiration of this Agreement . Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 2 contracts

Samples: Amended and Restated Distribution and License Agreement (Motorsport Gaming Us LLC), Amended and Restated Distribution and License Agreement (Motorsport Gaming Us LLC)

Confidentiality. During Each party hereto agrees with the term other party that, unless and until the transactions contemplated by this Agreement have been consummated, they and their representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either other party ’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel , and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to shall not use such party and the disclosure of which could result in a competitive data or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans disclose the same to others, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless except: (i) to the information extent such data is a matter of public knowledge or becomes publicly known through lawful means is required by law to be published; and (ii) the information is disclosed to the other party without a confidential restriction extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable Notwithstanding, Seller authorizes Buyer to disclose any confidential information security policies related to the Company and procedures for protecting Confidential Information. The parties further agree that they will not, without this Agreement to the prior written approval extent necessary in Buyer’s disclosure requirements as a reporting company under the rules promulgated by the other party United States Securities and Exchange Commission, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required and in the course of this Agreement and as provided by event Buyer elects to exercise its controlling interest in the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by Company after the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned Closing to become subject to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party reporting requirements for public companies.

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (AMERICATOWNE Inc.), Stock Purchase and Sale Agreement (ATI Modular Technology Corp.)

Confidentiality. During Each party shall keep confidential and not use, and Bidder shall require any subcontractor to keep confidential and not use, for any purpose other than the term performance of obligations of such party under this Agreement, all confidential or proprietary business information of the other party including, but not limited to, any and all information relating to insureds, claimants and donors, and any and all client lists and client information, pricing and rates for services, sales information, marketing information and promotion plans, trade secrets, procedures, business methods, ideas, concepts,know-how, techniques and methodologies, discussed or disclosed in the course of performing this Agreement (the "Confidential Information"). Confidential Information of the disclosing party shall not include any information (i) previously known to the recipient party, (ii) independently developed by the recipient party without reliance upon or reference to information from the disclosing party, (iii) acquired by the recipient party from a third party which was not under an obligation to the disclosing party not to disclose such information, (iv) which is or becomes publicly available through no breach by the recipient party of this Agreement, the Distributor or (v) which is required to be disclosed by a federal or state court or regulatory agency in compliance with applicable law, provided that disclosing party is given advance notice and the Trust may have access an opportunity to confidential information relating to protect disclosure of such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel information. Bidder agrees not to, and clients. As used to require any subcontractor not to, distribute or disseminate verbally, electronically, in this Agreement print or otherwise, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. ARS's Confidential Information includes, without limitation, financial information, proposal in whole or in part to anyone other than employees who have been advised of its confidential nature and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed who need to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use know such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination performance of this Agreement . Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party .

Appears in 2 contracts

Samples: Registration Agreement, Registration Agreement

Confidentiality. During Each party shall maintain the term confidentiality of the other party’s Proprietary Information and will not use or disclose such Proprietary Information without the prior written consent of the other party. Notwithstanding the foregoing, Bank One may disclose FMC’s Proprietary Information to its Affiliates, agents, and other third parties to effectuate this Agreement, provided that such parties are under a similar obligation to maintain the confidentiality of FMC’s Proprietary Information. Notwithstanding the foregoing, FMC may disclose such Proprietary Information to a Purchaser Trust, to FMC’s Affiliates, their agents, and other third parties to effectuate this Agreement, provided that such parties are under a corresponding written obligation to maintain the confidentiality of Bank One’s Proprietary Information.Further, the parties may disclose the other’s Proprietary Information in a judicial or quasi-judicial proceeding when required to do so by law when responding to a subpoena, deposition notice or similar judicial or governmental demand; in such situations, however, the party being requested to disclose the other’s Proprietary Information shall endeavor to provide notice to the other party whereby the other party may intervene in the proceeding, if it wishes, and endeavor to prevent such disclosure. Additionally, the parties may disclose the other’s Proprietary Information to their various regulatory agencies.Notwithstanding any contrary provision of this Agreement, as long as each party protects the Proprietary Information of the other, neither the exposure to the other party’s Proprietary Information, nor its ownership of work products, shall prevent either party from using ideas, concepts, expressions, know-how, skills and experience possessed by either party prior to its association with the other party or developed by either party during its association with the other party, so long as the Proprietary Information of the other party is not used.Notwithstanding any contrary provision of this Agreement, the Distributor parties acknowledge and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used agree that nothing in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless Agreement restricts: (i) the information is sharing Loan Information with FMC or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, any Purchaser Trust or any of their respective principals Affiliates to track loans in preparation for a Securitization Transaction as described in Section 2.03 above, employees (ii) providing Loan Information to FMC or any Purchaser Trust or any of their Affiliates as a purchaser of loans in a Securitization Transaction, affiliated persons (iii) sharing Loan Information among TERI, FMC, and their Affiliates for purposes of servicing loans under the Origination Agreement or Sub-Servicing Agreement between TERI and Affiliates of FMC, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not (iv) using, without the prior written approval by the other party, disclose such Confidential Information manipulating, or use such Confidential Information in any way sharing Loan Data. IN WITNESS WHEREOF, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or have executed this Agreement as of the day and year first above written.BANK ONE, NATIONAL ASSOCIATION(Columbus, Ohio) ( ii) requested to do so by the other party. Bank One):

Appears in 2 contracts

Samples: Note Purchase Agreement (National Collegiate Funding LLC), Note Purchase Agreement (National Collegiate Funding LLC)

Confidentiality. During the term of Each party shall retain in confidence all non-public information and know-how disclosed pursuant to this Agreement, whether oral or in writing, that is either designated as proprietary and/or confidential or, by the Distributor and nature of the Trust may have access circumstances surrounding disclosure, should in good faith be treated as proprietary and/or confidential, including, but not limited to, the terms of this Agreement (“Confidential Information”), using at least the same standard of care used by it to protect its own confidential information relating (but in no event less than a reasonable standard of care), provided that each party may disclose the terms and conditions of this Agreement to such matters legal and financial consultants, as either party’s business well as potential acquirers, trade secrets, systems, procedures, manuals, products, contracts, personnel investors, and clients financing sources, who agree to be bound by the terms of this confidentiality section. As used Neither party may use the Confidential Information of the other party except as necessary or appropriate in the performance of this Agreement or as otherwise expressly provided in this Agreement, “Confidential Information” means information belonging to one including Section 6. For the avoidance of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes doubt, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Customer Confidential Information shall be kept confidential by include Customer Data subject to the other both during and after license granted pursuant to Section 6, but the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party expressly excludes Excluded Data.

Appears in 2 contracts

Samples: Master Subscription Agreement, Master Subscription Agreement

Confidentiality. During Each party to this Agreement acknowledges that this program and its terms are confidential information, which if disclosed to third parties could cause harm to the term parties. Each party agrees to exercise reasonable commercial efforts to maintain the confidentiality of the Agreement, the program and terms under this Agreement, as well as the Distributor confidential information which such party receives or learns about the other parties hereto as part of this transaction and the Trust may have access relationship established thereby. This obligation of confidentiality shall apply to confidential information relating to such matters each party as either party’s business well as its employees, trade secrets officers, systems directors, procedures agents, manuals, products, contracts, personnel partners, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement shareholders. Each party shall maintain commercially limit access to such confidential information to its employees, officers, directors, agents, attorneys, accountants, financial advisors, partners and shareholders with reasonable need to know such information security policies and procedures each party shall be responsible for protecting Confidential Information any unauthorized use or disclosure of that information by such individuals. The None of the parties further agree that they will not, to this Agreement shall disclose this confidential information to any other third entity without the prior express written approval by consent of the other party, disclose such Confidential Information, parties hereto or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as unless required in the course of this Agreement and as provided by the other party or as required to do so by law. Upon termination of this Agreement Agreement, for any reason, MFI shall return to Sealy all written documents and computer discs (magnetic or as otherwise requested by the Trust otherwise) containing any confidential information, including but not limited to, all Confidential Information held by manuals, bulletins, memoranda, correspondence and computer data (whether stored on disc or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party otherwise).

Appears in 2 contracts

Samples: Product Supply Agreement (Mattress Holding Corp.), Product Supply Agreement (Mattress Holding Corp.)

Confidentiality. During Except as may be required by law or NASD or stock exchange rules, each party shall keep confidential all terms and conditions contained herein. Paramount and DWA acknowledge that they will, during the term of this Agreement Term hereof, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel to, and clients. As used in this Agreement acquire knowledge from, materials, data and other information which is not accessible or known to the general public (“Confidential Information ” means information belonging to one ”). Except as required by law or NASD or stock exchange rules, or as may be required for the preparation of the parties that is of value to such party and the disclosure of which could result in a competitive tax returns or other disadvantage government or legally required documents, or as reasonable necessary to such party. employees, agents, lawyers, accountants, auditors, bankers, consultants, representative or investors of Paramount or DWA or their Affiliates for a bona fide business purpose (who shall be similarly bound by these confidentiality provisions), neither the Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes nor any knowledge acquired by Paramount or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties DWA, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all from such Confidential Information or otherwise through its engagement hereunder shall be kept confidential used, publicized or divulged by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, to any other Person without the prior written approval by consent of the other applicable party obtained in advance and in each instance. Nothing herein shall prevent a party, disclose or any employees, agents, lawyers, accountants, auditors, bankers, consultants, representatives or investors of such Confidential Information party or its Affiliates (the “Receiving Party”) from using, disclosing, or use such Confidential Information in authorizing the disclosure of any way, either during the term of this Agreement or at any time thereafter, except as required information it receives in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer performance of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party. Agreement which:

Appears in 2 contracts

Samples: Distribution Agreement (DreamWorks Animation SKG, Inc.), Fulfillment Services Agreement (DreamWorks Animation SKG, Inc.)

Confidentiality. During Except as otherwise agreed by the term parties, and except as required in connection with the development, manufacturing, licensing, advertising and/or marketing of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts or as required by governmental or court order, personnel each party agrees to keep the other's information secret and confidential in the same manner as its other confidential proprietary information, and clients. As used agrees not to disclose in this Agreement any manner to any third party any technology, “Confidential Information” means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how ; designs , processes trade secrets or formulae; software; market or sales other proprietary information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such (the "Confidential Information , ") secured as a result of or use such Confidential Information in any way, either during the term of connection with this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law Agreement. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement . Notwithstanding the foregoing , a each party may disclose the other’s agrees to immediately cease using all Confidential Information if (i) required by law and return all documents, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested writings and materials relating to do so by Confidential Information to the other party . . Other instruments of Confidentiality as may be required outside the scope of this Agreement may also be recognized. 10. Notices. Any notice, payment, request, demand or other communication hereunder shall be deemed to have been duly given when:

Appears in 2 contracts

Samples: Consulting Agreement (Seaview Underwater Research Inc), Consulting Agreement (Seaview Underwater Research Inc)

Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters Except as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used otherwise provided in this Agreement, “Confidential Information” means all information belonging communicated by Transamerica to one Allmerica Financial and by Allmerica Financial to Transamerica shall be and is received in confidence and shall be used only for purposes of this Agreement. No such information shall be disclosed by Allmerica Financial, by Transamerica or by their respective agents or employees without the prior written consent of the parties that is non-disclosing party, except as may be necessary by reason of value to such party and legal, accounting, or regulatory requirements beyond the disclosure reasonable control of which could result in a competitive or other disadvantage to such the disclosing party. Confidential Information includes The provisions of this Section 4.01 shall survive termination or expiration of this Agreement for any reason. Allmerica Financial and Transamerica each agree not to disclose to any person, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and firm or corporation or to utilize or reproduce for their own use any proprietary or confidential information concerning the business or data of the other intellectual property; trade secrets; know-how; designs, processes party which it may have acquired pursuant to or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in performance of its obligations under this Agreement . Proprietary information shall include, unless but not be limited to, data, marketing information and materials, sales data, customer lists, financial plans, investment strategies, policyholder and insured data, data on agents, agencies and distribution systems. The foregoing notwithstanding, the following shall not be considered proprietary information for purposes of this provision: (i) information publicly available or generally known within the information is or becomes publicly known through lawful means life insurance industry; (ii) the information is disclosed obtained from other sources, to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly knowledge of Allmerica Financial or indirectly, from one of the parties Transamerica, as the case may be, not under a duty of confidentiality to Transamerica or any of their respective principals, employees, affiliated persons, Allmerica Financial with respect to such information; and (iii) information that is developed or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential created independently by the other both during and after the term either party without breach of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree In addition to the foregoing, Allmerica Financial agrees that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement and thereafter it shall not, directly or at indirectly, or through any time thereafter third party utilize confidential information obtained pursuant to this Agreement to recruit or attempt to recruit any Transamerica insurance agents, except as required in brokers, general agents or other producers. In addition to the course foregoing, Transamerica agrees that during the term of this Agreement and as provided by the other thereafter it shall not, directly or indirectly, or through any third party or as required by law. Upon termination of utilize confidential information obtained pursuant to this Agreement for to recruit or attempt to recruit any reason Allmerica Financial or AFLIAC insurance agents, or as otherwise requested by the Trust brokers, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC general agents or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party producers.

Appears in 2 contracts

Samples: Administrative Services Agreement (Separate Account Vul 2 of Transamerica Occidental Life Ins), Administrative Services Agreement (Separate Account Vul 2 of Transamerica Occidental Life Ins)

Confidentiality. During Except as otherwise provided in this Section 7.2, from and after the term of this Agreement Closing Date, the Distributor and Shareholders shall keep absolutely confidential all confidential or proprietary information on the Trust may have access to confidential information Closing Date relating to the Kidz Biz Companies, including without limitation all of Kidz Biz Companies' Trade Rights, product information, customer and supplier lists, marketing and sales data, personnel and financing and Tax matters. The Shareholders acknowledge that the confidentiality of all such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging is absolutely essential to one the operation of the parties Business. No Shareholder shall, at any time after the date hereof, use or disclose to any Person any such information, without JAKKS Pacific's prior written consent, except as may be required by Law or an Order (in which case, where reasonably feasible, such Shareholder shall promptly give notice to JAKKS Pacific of any demand, subpoena, Order or legal process requiring disclosure so that is of value to JAKKS Pacific may oppose such party and the disclosure of which could result in or seek a competitive protective Order or other disadvantage to confidential treatment of such party. Confidential Information includes information), without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales unless such Shareholder can demonstrate that such information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it has become, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter after the Closing Date, except as required generally available in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto public domain or (ii) requested was already known to do so by a Person to whom he discloses such information other than, in either case, through the other party disclosure of such information in violation of any confidentiality obligation to or for the benefit of JAKKS Pacific or either of the Kidz Biz Companies.

Appears in 2 contracts

Samples: Registration Rights Agreement (Jakks Pacific Inc), Registration Rights Agreement (Jakks Pacific Inc)