ESE shall Sample Clauses

ESE shall. (A) hold all Confidential Utility Information in strict confidence; except as otherwise expressly permitted by Section 7 herein; (B) not disclose Confidential Utility Information to any other person or entity (including but not limited to Third Party Representatives, affiliates, or members of ESE except as set forth in Section 7(a) of this Addendum); (C) not Process Confidential Utility Information outside of the United States; (D) not Process Confidential Utility Information other than for the Services defined in the Recitals as authorized by this Addendum; (E) limit reproduction of Confidential Utility Information; (F) store Confidential Utility Information in a secure fashion at a secure location in the United States that is not accessible to any person or entity not authorized to receive the Confidential Utility Information under the provisions hereof; (G) otherwise use at least the same degree of care to avoid publication or dissemination of the Confidential Utility Information as ESE employs (or would employ) with respect to its own confidential information that it does not (or would not) desire to have published or disseminated, but in no event less than reasonable care; and (H) to the extent required by the Utility, each person with a need to know the Confidential Utility Information shall sign the Third-Party Representative Addendum set forth as Exhibit B to this Addendum. At all times, Utility shall have the right for cause to request reasonable further assurances that the foregoing restrictions and protections concerning Confidential Utility Information are being observed and ESE shall be obligated to promptly provide Utility with the requested assurances.
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ESE shall. (A) hold all Confidential Utility Information in strict confidence pursuant to the UBP or UBP DERS and Commission’s orders; except as otherwise expressly permitted by Section 7 herein; (B) not disclose Confidential Utility Information to any Third-Party Representatives, or affiliates, except as set forth in Section 7(a) of this Agreement; (C) not Process Confidential Utility Information other than for the Services defined in the Recitals as authorized by this Agreement; (D) limit reproduction of Confidential Utility Information; (E) store Confidential Utility Information in a secure fashion at a secure location that is not accessible to any person or entity not authorized to receive the Confidential Utility Information under the provisions hereof; (F) otherwise use at least the same degree of care to avoid publication or dissemination of the Confidential Utility Information as ESE employs (or would employ) with respect to its own confidential information that it does not (or would not) desire to have published or disseminated, but in no event less than reasonable care; and (G) to the extent required by the Utility, each Representative with a need to know the Confidential Utility Information shall sign the Third-Party Representative Agreement set forth as Exhibit B to this Agreement. At all times, Utility shall have the right for cause to request reasonable further assurances that the foregoing restrictions and protections concerning Confidential Utility Information are being observed and ESE shall be obligated to promptly provide Utility with the requested assurances. Utility shall: (A) hold all Confidential ESE Information in strict confidence; except as otherwise expressly permitted by Section 7 herein; (B) not disclose Confidential ESE Information to any other person or entity except as set forth in Section 7(a) of this Agreement; (C) not Process Confidential ESE Information other than for the Services defined in the Recitals as authorized by this Agreement; (D) limit reproduction of Confidential ESE Information; (E) store Confidential ESE Information in a secure fashion at a secure location that is not accessible to any person or entity not authorized to receive the Confidential ESE Information under the provisions hereof; (F) otherwise use at least the same degree of care to avoid publication or dissemination of the Confidential ESE Information as Utility employs (or would employ) with respect to its own confidential information that it does not (or w...
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Related to ESE shall

  • Best Efforts/Full-time Executive will expend Executive’s best efforts on behalf of Company, and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act in the best interest of Company at all times. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for Company.

  • Time and Efforts Employee shall devote all of his business time, efforts, attention and energies to Employer’s business and to discharge his duties hereunder.

  • Continued Force and Effect This Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties.

  • Continued Efforts Each Party shall use commercially reasonable efforts to (a) take all action reasonably necessary to consummate the Transactions, and (b) take such steps and do such acts as may be necessary to keep all of its representations and warranties true and correct as of the Closing Date with the same effect as if the same had been made, and this Agreement had been dated, as of the Closing Date.

  • Force and Effect The various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

  • Time and Effort Executive shall devote Executive’s full professional time and attention to the performance of Executive’s obligations under this Agreement, and shall at all times faithfully, industriously and to the best of Executive’s ability, experience and talent perform all of Executive’s obligations hereunder. So long as this Agreement is in effect, Executive shall not be employed or engaged by any other person or firm other than the Company unless otherwise authorized in writing by the Board.

  • Best Efforts of Employee Employee agrees to perform faithfully, industriously, and to the best of Employee's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of Employer. Such duties shall be provided at such place(s) as the needs, business, or opportunities of the Employer may require from time to time.

  • Term and Effective Date The initial term of this Contract will begin June 20, 2020, or on the date the Contract is fully signed by all Parties, whichever is later, and will expire December 1, 2023, consistent with the Master Agreement, unless terminated earlier in accordance with Exhibit B, Special Contract Conditions (Florida).

  • At Will The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will,” and the Executive’s employment may be terminated by either the Executive or the Company at any time.

  • ATTENTION AND EFFORT During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive will devote all of the Executive’s productive time, ability, attention and effort to the business and affairs of the Company and the discharge of the responsibilities assigned to the Executive hereunder, and will use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. It shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions, (c) manage personal investments, or (d) engage in activities permitted by the policies of the Company or as specifically permitted by the Company, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities in accordance with this Agreement. It is expressly understood and agreed that to the extent any such activities have been conducted by the Executive prior to the Employment Period, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) during the Employment Period shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

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