Customer Confidential Information. To the extent allowable under the Texas Public Information Act, Vendor agrees to keep confidential any Customer-specific information communicated by Customer to Vendor that is (i) clearly marked confidential if provided in written form, or (ii) preceded by a statement that such information is confidential, if provided in oral form, and such statement is confirmed in writing within 15 days of its initial disclosure. This obligation of confidence shall not apply to any information that: (1) is in the public domain at the time of its communication; (2) is independently developed by Vendor; (3) entered the public domain through no fault of Vendor subsequent to Customer's communication to Vendor; (4) is in Vendor's possession free of any obligation of confidence at the time of Customer's communication to Vendor; or (5) is communicated by the Customer to a third party free of any obligation of confidence. Additionally, Vendor may disclose such information to the extent required by legal process. Customer acknowledges that Vendor is in the business of researching and analyzing information technology and this obligation of confidence shall not apply to information obtained by Vendor's research, analysis or consulting organization(s) from other sources.
Customer Confidential Information. For purposes of this Agreement, “Customer Confidential Information” means any information shared by Customer with SISW under this Agreement concerning Customer’s business that has not been made public, provided that such information has been marked or otherwise identified as confidential at the time of disclosure or consists of information that, by its context, is sufficient to put SISW on notice of its confidential nature. SISW will prevent the disclosure and protect the confidentiality of Customer Confidential Information by using the same means it uses to protect its own confidential information, but in any event not less than reasonable means. Customer’s Confidential Information will not be disclosed by SISW to any third party, other than to its employees, its affiliated companies, its consultants, agents, and contractors, without the prior written consent of Customer.
Customer Confidential Information. As used herein, “Customer Confidential Information” shall include the Customer Data and all information of the Customer to which State Street has had access in connection with the performance of this Addendum, the Administrative Services Agreement and the Custodian Agreement whether in oral, written, graphic or machine-readable form, including without limitation, specifications, user operations or systems manuals, diagrams, graphs, models, sketches, technical data, research, business or financial information, plans, strategies, forecasts, forecast assumptions, business practices, marketing information and material, customer names, proprietary ideas, concepts, know-how, methodologies and all other information related to the Customer’s business. Customer Confidential Information shall also include confidential information received by the Customer from a third party. State Street agrees that it will hold such Customer Confidential Information in strictest confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Customer Confidential Information to satisfy its obligations hereunder. State Street shall use all commercially reasonable efforts to assist the Customer in identifying and preventing any unauthorized use, copying or disclosure of the Proprietary Information or any portions thereof or any of the logic, formats or designs contained therein.
Customer Confidential Information. WuXi acknowledges that save as provided herein WuXi shall not at any time have any right, title, license or interest in or to the Customer Confidential Information, Customer Patent Rights, Customer Know-How, or any other intellectual property rights vested in Customer or to which Customer is entitled.
Customer Confidential Information. For purposes of this Agreement, “Customer Confidential Information” means any information or compilation of information, not generally known, which is provided to the Company Parties by their customers or potential customers, is proprietary to the customer or potential customer and relates to the customer’s or potential customer’s existing or reasonably foreseeable business. Information provided to a Company Party by a customer or potential customer shall be treated as Customer Confidential Information.
Customer Confidential Information. DST acknowledges and agrees that the terms and conditions of this Agreement, any information obtained by DST concerning the software and software applications (including by way of example and without limitation all data in the Files and algorithms, designs, techniques, code, screen and data formats and structures contained or included therein), equipment configurations, personal information regarding the customers and consumers of Customer and business of Customer (the “Customer Confidential Information”) is confidential and proprietary to Customer. DST hereby agrees to use the Customer Confidential Information only as permitted by this Agreement, to maintain the confidentiality of the Customer Confidential Information and not to disclose the Customer Confidential Information, or any part thereof, to any other person, firm or corporation, provided, however, that if DST becomes compelled or is ordered to disclose Customer Confidential Information whether (i) by a court order or governmental agency order which has jurisdiction over the Parties and subject matter, or (ii) in the opinion of its legal counsel, by law, regulation or the rules of a national securities exchange to disclose any Customer Confidential Information, DST will, except as may be prohibited by law or legal process, provide Customer with prompt written notice of such request or order. DST acknowledges that disclosure of the Customer Confidential Information may give rise to an irreparable injury to Customer inadequately compensable in damages. Accordingly, Customer may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available. DST consents to the obtaining of such injunctive relief and in any proceeding upon a motion for such injunctive relief, DST’s ability to answer in damages shall not be interposed as a defense to the granting of such injunctive relief. Copyright DST Systems, Inc. 2018 7 DST CONFIDENTIAL Digital Solutions Services Master Agreement
Customer Confidential Information. Individual/Sole Proprietor agrees not to reveal to third parties any information pertaining to Customer that is provided by Customer to Individual/Sole Proprietor (or to which Individual/Sole Proprietor may have access) under this Agreement (“Confidential Information”). Individual/Sole Proprietor will only disclose Customer’s Confidential Information to its own subcontractor(s) who need to know it in order to perform Individual/Sole Proprietor’ obligations under the Agreement, and will only use it for the purpose of performing under this Agreement. For clarity, Individual/Sole Proprietor shall not use such Confidential Information for its own business purposes without the express written permission of Customer. In the event that Customer grants such permission, this section shall govern Individual/Sole Proprietor’s access, use, and retention of such Confidential Information for the duration of Individual/Sole Proprietor’s access, use, and retention. Individual/Sole Proprietor agrees to keep strictly confidential and to safeguard in every way practicable Customer’s Confidential Information, and to ensure that any copies of such information in Individual/Sole Proprietor’ possession upon termination of this Agreement are destroyed or returned to Customer. Individual/Sole Proprietor further agrees not to copy any of Customer’s Confidential Information except as may be required for the performance of Individual/Sole Proprietor’ obligations under this Agreement. Individual/Sole Proprietor agrees to provide Customer with prompt notice of any court or other governmental orders requiring disclosure, in order to give Customer the opportunity to seek appropriate protective orders. If Individual/Sole Proprietor is permitted by Customer to disclose Customer’s Confidential Information to a subcontractor or other agent of the Individual/Sole Proprietor, such disclosure shall be solely for the purpose of fulfilling Individual/Sole Proprietor’s obligations hereunder and then only on a need-to-know basis. In such event, the Individual/Sole Proprietor shall inform such subcontractor or agent of Individual/Sole Proprietor’s obligations to Customer and Customer’s requirements under this Agreement, and shall ensure that such subcontractor or agent is contractually bound to comply with such obligations and requirements to the same extent that Individual/Sole Proprietor is bound under this Agreement. Customer shall be deemed a third party beneficiary of any such contractual provi...
Customer Confidential Information. DST acknowledges and agrees that the terms and conditions of this Agreement, any information obtained by DST concerning the software and software applications (including by way of example and without limitation all data in the Files and algorithms, designs, techniques, code, screen and data formats and structures contained or included therein), equipment configurations, personal information regarding the customers and consumers of Customer and business of Customer (the "Customer Confidential Information") is confidential and proprietary to Customer. DST hereby agrees to use the Customer Confidential Information only as permitted by this Agreement, to maintain the confidentiality of the Customer Confidential Information and not to disclose the Customer Confidential Information, or any part thereof, to any other person, firm or corporation except as may otherwise be required by law, regulation or governmental authority; provided, however, in such event DST provides Customer prompt notice of such requirement to disclose to the extent permitted by law, regulation or governmental authority. DST acknowledges that disclosure of the Customer Confidential Information may give rise to an irreparable injury to Customer inadequately compensable in damages. Accordingly, Customer may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available. DST consents to the obtaining of such injunctive relief and in any proceeding upon a motion for such injunctive relief, DST's ability to answer in damages shall not be interposed as a defense to the granting of such injunctive relief.
Customer Confidential Information. SS&C acknowledges and agrees that the terms and conditions of this Agreement, any information obtained by SS&C concerning the software and software applications (including by way of example and without limitation all data in the Files and algorithms, designs, techniques, code, screen and data formats and structures contained or included therein), equipment configurations, personal information regarding the customers and Copyright SS&C GIDS, Inc. 2023 SS&C CONFIDENTIAL consumers of Customer and business of Customer (the “Customer Confidential Information”) is confidential and proprietary to Customer. SS&C hereby agrees to use the Customer Confidential Information only as permitted by this Agreement, to maintain the confidentiality of the Customer Confidential Information and not to disclose the Customer Confidential Information, or any part thereof, to any other person, firm or corporation, provided, however, that if SS&C becomes compelled or is ordered to disclose Customer Confidential Information whether (i) by a court order or governmental agency order which has jurisdiction over the Parties and subject matter, or (ii) in the opinion of its legal counsel, by law, regulation or the rules of a national securities exchange to disclose any Customer Confidential Information, SS&C will, except as may be prohibited by law or legal process, provide Customer with prompt written notice of such request or order. SS&C acknowledges that disclosure of the Customer Confidential Information may give rise to an irreparable injury to Customer inadequately compensable in damages. Accordingly, Customer may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available. SS&C consents to the obtaining of such injunctive relief and in any proceeding upon a motion for such injunctive relief, SS&C’s ability to answer in damages shall not be interposed as a defense to the granting of such injunctive relief.
Customer Confidential Information. The Company acknowledges that, during the term of this Agreement, it may obtain information relating to the business of Customer which is of a confidential and proprietary nature. Such proprietary information may include, but is not limited to, trade secrets, know how, invention techniques, processes, programs, schematics, software source documents, data, financial information, and sales and marketing plans. The Company shall at all times, both during the term of this Agreement and for a period of at least three (3) years after its termination, keep in trust and confidence all such proprietary information, and shall not use such proprietary information other than to carry out its rights under this Agreement with respect to the service provided under this Agreement, and shall not disclose any such proprietary information without Customer’s written consent.
