General Confidentiality. Each of the Parties will treat and hold as such all of the Confidential Information of the other Parties, refrain from using any of the Confidential Information except in connection with this Agreement, and unless there is a closing on the Exchange, deliver promptly to the owner of such Confidential Information or destroy, at the request and option of the owner of the Confidential Information, all tangible embodiments (and all copies) of the Confidential Information which are in its possession. In the event that any of the Parties is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, that Party will notify the affected Party promptly of the request or requirement so that the affected Party may seek an appropriate protective order or waive compliance with the provisions of this Section 7.1. If, in the absence of a protective order or the receipt of a waiver hereunder, any of the Parties is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, that Party may disclose the Confidential Information to the tribunal; provided, however, that the disclosing Party shall use its commercially reasonable efforts to obtain, at the request of the affected Party, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the affected Party shall designate. The foregoing provisions shall not apply to any Confidential Information which is generally available to the public immediately prior to the time of disclosure.
General Confidentiality. (a) For purposes of this Agreement, “
General Confidentiality. VRC shall protect the confidentiality of the records of the Practice relating to Practice Operations to the extent such records are within the control or direction of VRC, including, without limitation, patient medical records, and shall comply with applicable federal, state, and local laws and regulations, and medical ethical standards, pertaining to the records of the Practice. VRC shall take no action with respect to such medical records to which the Practice objects, unless otherwise required by law or to comply with an order of any court or governmental agency.
General Confidentiality. Unless Receiving Party proves conclusively to the contrary by a preponderance of the evidence that certain material is not encompassed by this Access Agreement, all material accessed by, or disclosed by FAR to, Receiving Party shall be presumed to be (i) confidential,
General Confidentiality. FTK, Purchaser and the FTK Insiders acknowledge that the Intellectual Property and all other confidential or proprietary information with respect to the business and operations of RONCO are valuable, special and unique assets of RONCO. FTK, Purchaser and the FTK Insiders shall not, at any time either before or after the Closing Date, disclose, directly or indirectly, to any Person, or use or purport to authorize any Person to use any confidential or proprietary information with respect to RONCO, whether or not for FTK, Purchaser or the FTK Insiders' own benefit, without the prior written consent of RONCO or unless required by law, including without limitation, (i) any of RONCO's trade secrets, designs, formulae, drawings, Intellectual Property, diagrams, techniques, research and development, specifications, data, know-how, formats, marketing plans, business plans, budgets, strategies, forecasts or client data; (ii) information relating to the products developed by RONCO, (iii) the names of RONCO's customers and contacts, (iv) RONCO's marketing strategies, (v) the names of RONCO's vendors and suppliers, (vi) the cost of materials and labor, and the prices obtained for products or services sold (including the methods used in price determination, manufacturing and sales costs), (vii) the lists or other written records used in RONCO's business, including compensation paid to employees and consultants and other terms of employment, production operation techniques or any other confidential information of, about or pertaining to the business of RONCO, and, (viii) all tangible material that embodies any such confidential and proprietary information as well as all records, files, memoranda, reports, price lists, drawings, plans, sketches and other written and graphic records, documents, equipment, and the like, relating to the business of RONCO, and (ix) any other confidential information or trade secrets relating to the business or affairs of RONCO which FTK, Purchaser or the FTK Insiders may acquire or develop in connection with or as a result of their performance of the terms and conditions of this Agreement, excepting only such information as is already known to the public or which may become known to the public without any fault of FTK, Purchaser or the FTK Insiders or in violation of any confidentiality restrictions; provided, however, that the restrictions of this Section 8.1 shall not be applicable to FTK, Purchaser or the FTK Insiders in connection with su...
General Confidentiality. Unless You prove conclusively to the contrary by a preponderance of the evidence that certain material is not encompassed by this Access Agreement, all material accessed by, or disclosed by San Diego MLS to, You shall be presumed to be (i) confidential, (ii) trade secrets of San Diego MLS (iii) and proprietary information of San Diego MLS (collectively, without distinction, “Proprietary Information”).
General Confidentiality. The Second Party acknowledges and understands that in order to perform the services it may receive confidential information from the First Party (“disclosing party” for this section) or that is from third parties who may have disclosed confidential information to the disclosing party. The Second Party receiving such confidential information (“receiving party” for this section) further acknowledges that it may create materials or documents that include said confidential information as a result of the services performed under this Agreement. For purposes of this Agreement such information, materials and documents are referred to as “Confidential Information.” Confidential Information shall be maintained in trust and confidence by the receiving party. The receiving party agrees to use all reasonable diligence to prevent disclosure of Confidential Information to any third party and to refrain from using or disclosing Confidential Information for any purpose other than as provided under this Agreement (or as otherwise specified in writing) and shall not assert ownership in the other party’s Confidential Information. The receiving party agrees that it will take reasonable steps to ensure that it and its employees will abide by the confidentiality obligations of this Agreement. It is understood that the receiving party does not have such obligation of confidentiality with respect to any Confidential Information of the disclosing party that:
General Confidentiality. Unless You prove conclusively to the contrary by a preponderance of the evidence that certain material is not encompassed by this Access Agreement, all material accessed by, or disclosed by Sandicor to, You shall be presumed to be (i) confidential, (ii) trade secrets of Sandicor (iii) and proprietary information of Sandicor (collectively, without distinction, “Proprietary Information”).
General Confidentiality. Each Party will protect from unauthorized disclosure all information, records and data pertaining to Hospital patients, or information concerning the operations, facilities and staff of Hospital treated as confidential. This Section will survive termination of this Agreement.
General Confidentiality. For purposes of this Section 7.2, all references to Seller and Seller Parent shall be deemed to include Seller, Seller Parent and their respective Affiliates. Seller and Seller Parent acknowledge that the intangible property and all other confidential or proprietary information with respect to the business and operations of the Business and the Purchased Assets are, after the Closing Date, valuable, special and unique assets of Purchaser. Seller and Seller Parent shall not, at any time after the Closing Date, disclose, directly or indirectly, to any Person, or use or purport to authorize any Person to use any confidential or proprietary information with respect to the Business or the Purchased Assets, whether or not for their own benefit, without the prior written consent of Purchaser unless required by law, including without limitation, (i) trade secrets, designs, formulae, drawings, intangible property, diagrams, techniques, research and development, specifications, data, know-how, formats, marketing plans, business plans, budgets, strategies, forecasts and client data; (ii) information relating to products, (iii) the names of customers and contacts, the marketing strategies, the names of its vendors and suppliers, the cost of materials and labor, the prices obtained for services sold (including the methods used in price determination, manufacturing and sales costs), lists or other written records used in the Business, compensation paid to employees and consultants and other terms of employment, production operation techniques or any other confidential information of, about or pertaining to the Business, and any other information and material relating to any customer, vendor, licensor, licensee, or other party in connection with the Business, (iv) all tangible material that embodies any confidential and proprietary information as well as all records, files, memoranda, reports, price lists, drawings, plans, sketches and other written and graphic records, documents, equipment, and the like and (vi) any other confidential information or trade secrets which Seller or Seller Parent may acquire or develop in connection with or as a result of the performance of its performance of the terms and conditions of this Agreement, excepting only such information as is already known to the public or which may become known to the public without any fault of Seller or Seller Parent in violation of any confidentiality restrictions. Seller and Seller Parent acknowledge that...
