CONFIDENTIALTY Sample Clauses

CONFIDENTIALTY. Any and all non-public information, data, process, reports and records provided shall be the sole confidential property of the disclosing party and shall not be shared, exhibited, nor the contents divulged by the receiving party or its Group without prior written consent, except that in the event the receiving party is requested to disclose, in a legal proceeding, any confidential information, the receiving party shall provide prompt notice of such request and give the other party an opportunity to review, comment and, if deemed necessary, seek protective relief prior to disclosure.

CONFIDENTIALTY. 5.1 To effectuate the purpose of this Agreement it may be necessary for either MA WebCenters or Client to disclose confidential information, including log-ins, passwords, and usernames. Each Party agrees not to disclose Confidential Information of the other Party during the Term of this Agreement and for a period of two (2) years after. Each Party agrees to uphold the confidentiality of the other party’s information, and shall not for any purpose disclose that information except to perform and complete the Services. 5.2 Each party acknowledges that a breach of Section 5 may cause the disclosing Party irreparable harm which would not be adequately compensated by monetary damages. Accordingly, in the event of any such breach or threatened breach, the receiving party agrees that equitable relief, including temporary restraining orders or preliminary or permanent injunctions, shall be an available remedy in addition to any other legal remedy to which the disclosing party may be entitled.

CONFIDENTIALTY. Any knowledge or information that Buyer discloses to Seller under an Order, in tangible or intangible form, including, without limitation, specifications, reprints, equipment, prototypes, forecasts, technical or business information, will be deemed confidential, proprietary information of Buyer; and Seller shall not disclose such information, including without limitation, denial or confirmation, relative to the Order without the prior written consent of Buyer. All such information shall remain the property of Buyer and placement of an Order shall not be deemed a granting of any right, license, or authorization, express or implied, in or to Buyer confidential, proprietary information. Seller will not divulge such information to any person other than its employees on a need to know basis and will use such information solely in performing its obligations to Buyer under the Order and not for the benefit of any third party. This obligation shall not extend where such information a. was in the public domain at the time it was disclosed or later becomes public knowledge at a future date, other than as a result of Seller’s breach of its obligations set forth herein; b. was in Seller’s possession or was known to Seller without restriction at the time of its disclosure as evidenced by competent written proof of Seller; c. is shown to be developed independently by or for the Seller without use of or reference to ▇▇▇▇▇’s confidential, proprietary information, as evidenced by written documentation in Seller’s possession; OR d. becomes known to Seller on a nonconfidential basis from a source other than Buyer without breach of an obligation of confidentiality (contractual, legal, fiduciary or other). Unless otherwise agreed in writing, information in whatever form disclosed in any manner or at any time by Seller to Buyer shall not be deemed confidential or proprietary.

CONFIDENTIALTY. 4.1 Both parties shall not disclose any entities confidential information and shall extend beyond the period of this agreement; and both parties agree that it shall maintain the confidential treatment of this information beyond the period of this agreement until they are informed in writing by either party that it need no longer treat specific information as confidential or unless either party is legally required to report such data related to public information acts. Contractor acknowledges the County is subject to the Georgia Open Records Act.

CONFIDENTIALTY. Each party will disclose proprietary and confidential information to the other, including without limitation code, inventions, algorithms, know-how, ideas, and all business, technical and financial information (“Confidential Information”). Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not use or disclose any of the other party’s Confidential Information to any third parties other than the receiving party’s employees, agents and consultants who have a strict need to know such information and who are bound by confidentiality obligations that are at least as protective of the Confidential Information as this Section 4. The receiving party will not use any of the disclosing party’s Confidential Information for any purpose other than in the performance of this Agreement. The parties’ nondisclosure obligations will not apply to information that (i) is generally available to the public, other than through breach of this Agreement or (ii) was in the possession of, or was known by, the receiving party prior to its receipt from the disclosing party, without an obligation to maintain its confidentiality or (iii) is obtained by the receiving party from a third party, without an obligation to keep such information confidential or (iv) is required to be disclosed by a government or court order, provided, however, that to the extent that such disclosure is required by valid government or court order that, to the extent legally permissible, the receiving party first give notice to the disclosing party and in order to allow the disclosing party an opportunity to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that any remedy at law for a breach of any obligations under this Section 4 may be inadequate and that such breach may cause irreparable harm to the disclosing party; therefore the disclosing party will be entitled to seek immediate injunctive relief in addition to any other remedies. REV061511 (STOCKING) ARUBA CONFIDENTIAL

CONFIDENTIALTY. ▇▇▇▇▇ acknowledges that in his employment he is or will be making use of, acquiring or adding to the CME's Confidential Information which includes (but is not limited to) memoranda and other materials or records of a proprietary nature; technical data, records and policy matters relating to new business development, research, strategy, finance, accounting, marketing, personnel, clearing, management, and operations. Therefore, in order to protect such Confidential Information and to protect other employees who depend on the CME for regular employment, ▇▇▇▇▇ agrees that he will not during or after the term of his employment in any way utilize any of said Confidential Information, except in connection with his employment by the CME, and he will not copy, reproduce, or take with him the original or any copies of said Confidential Information and he will not disclose any of said Confidential Information to anyone. Further, ▇▇▇▇▇ agrees to advise any new employer of the terms of this Agreement regarding Confidential Information. These restrictions regarding Confidential Information shall be in addition to those which exist at common law or by statute.

CONFIDENTIALTY. 7.1 Where a party (the “Receiving Party”) obtains Confidential Information of the other party (the “Disclosing Party”) in connection with this Agreement (whether before or after the date of this Agreement) it shall, subject to Clauses 7.2 to 7.4: (a) keep that Confidential Information confidential, by applying the standard of care that it uses for its own Confidential Information; (b) use that Confidential Information only for the purposes of performing obligations under this Agreement; and (c) not disclose that Confidential Information to any third party without the prior written consent of the Disclosing Party. 7.2 The Receiving Party may disclose the Disclosing Party's Confidential Information on a "need to know" basis: (a) to any legal advisers and statutory auditors that it has engaged for itself; (b) to any regulator having regulatory or supervisory authority over its business; (c) to any director, officer or employee of the Receiving Party provided that, in each case, the Receiving Party has first advised that person of the obligations under Clause 7.1 and ensured that the person is bound by obligations of confidence in respect of the Confidential Information no less onerous than those set out in this Clause 7; and (d) where the Receiving Party is ADTRAN, to any of its subsidiaries, affiliates or subcontractors. 7.3 The provisions of Clauses 7.1 and 7.2 shall not apply to any Confidential Information which: (a) was already in the possession of the Receiving Party prior to its receipt from the Disclosing Party without restriction on its use or disclosure; (b) is or becomes public knowledge other than by breach of this Clause 7; (c) is received by the Receiving Party from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (d) is independently developed by the Receiving Party without access to the relevant Confidential Information. 7.4 The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by law, a valid subpoena or other court order, provided that the Receiving Party has given the Disclosing Party prompt written notice of the requirement to disclose and where possible given the Disclosing Party a reasonable opportunity to prevent the disclosure through appropriate legal means. 7.5 Each party shall ensure the compliance by its employees, agents and representatives (which, in the case of ADTRAN, includes procuring the same from any sub-contractors) with ...

CONFIDENTIALTY. 5.1 To effectuate the purpose of this Agreement it may be necessary for either MA WebCenters or Client to disclose confidential information, including log-ins, passwords, and usernames. Each Party agrees not to disclose Confidential Information of the other Party during the Term of this Agreement and for a period of two

CONFIDENTIALTY. In the course of performing work for the City under this Agreement, Consultant may learn certain information pertaining to City business which has not been made public under applicable law, including, but not limited to, personal information regarding City employees, internal business processes, financial information, draft documents, security procedures, and proposed policies ("Confidential Information"). Consultant agrees to keep all Confidential Information in the strictest of confidence and will exercise due care to prevent disclosure to City employees or non-employees who are not intended to receive the Confidential Information. Consultant will not disclose or divulge any Confidential Information either directly or indirectly to others unless authorized by the City or compelled to do so by law. Consultant will not use any Confidential Information for any other purpose than for the services being provided to the City. ANY BREACH OF THIS PROVISION BY CONTRACTOR WILL CONSTITUTE AN EVENT OF DEFAULT AND WILL RESULT IN AUTOMATIC TERMINATION OF-THIS AGREEMENT WITHOUT NOTICE.