Maintain Confidentiality. Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Corporation or any of its Affiliates, except (a) in the course of performing his duties hereunder, (b) with the Corporation's express written consent; (c) to the extent that any such information is in the public domain other than as a result of Executive's breach of any of his obligations hereunder; or (d) where required to be disclosed by court order subpoena or other government process. If Executive shall be required to make disclosure pursuant to the provisions of clause (d) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Corporation and, at the Corporation's expense, Executive shall: (i) take all reasonably necessary steps required by the Corporation to defend against the enforcement of such subpoena, court order or other government process, and (ii) permit the Corporation to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof.
Maintain Confidentiality. The Department and Contractor must maintain all Confidential Information of the other party in confidence. Each party must treat the other party’s Confidential Information in the same manner as it protects the confidentiality of its own information of like kind, but in no event with less than reasonable care. Neither party will at any time use, publish, reproduce or disclose any Confidential Information except to authorized employees, contractors and agents requiring such information. Both parties will take all steps necessary, including oral and written instructions to all staff, to safeguard the other party’s Confidential Information against unauthorized disclosure, reproduction, publication or use. Contractor and its Subcontractors will comply with any policy, rule, or reasonable requirement of the Department that relates to the safeguarding or disclosure of information relating to the Services performed by Contractor under this Contract, including without limitation the terms of the Response.
Maintain Confidentiality. Consultant hereby acknowledges that, based on Consultant’s past or current relationship with the Company, Consultant has had access to and become acquainted with the Confidential Information (as defined below). Consultant hereby covenants and agrees that he shall not, in any fashion, form or manner, unless previously and specifically consented to in writing by the Company, either directly or indirectly use, divulge, transmit or otherwise disclose or cause to be used, divulged, transmitted or otherwise disclosed to any person, firm, partnership, corporation or other entity now existing or hereafter created, in any manner whatsoever (other than as required by law), any Confidential Information of any kind, nature or description. Consultant hereby further acknowledges and agrees that the sale or unauthorized use, transmission or other disclosure of any of the Confidential Information which is in his possession constitutes unfair competition and Consultant covenants and agrees that he shall not engage in any unfair competition with the Company (collectively, the “Confidentiality Covenants”). The foregoing provisions shall not be construed to prevent Consultant from making use of or disclosing information that (1) is or becomes, at the time of disclosure, in the public domain; (2) is known to Consultant prior to being disclosed by Company to Consultant; (3) Consultant learns from sources other than the Company from a person or entity under no duty known to Consultant to keep such information confidential; and (4) is required by law to be disclosed. The foregoing provisions shall also not be construed as preventing Consultant from reasonable and bona fide efforts to promote the Company and otherwise provide the services hereunder for the benefit of the Company.
Maintain Confidentiality. GTM (a) shall hold in confidence any and all information of a confidential nature regarding Master Distributor's business or affairs, financing or marketing, including, without limitation, Master Distributor's Confidential Information, (b) shall not use such information except in performance of this Agreement, and (c) shall not disclose the same to any third Person, except as otherwise provided in this Agreement or required law; provided, however, that in such event, GTM will provide notice to Master Distributor (to the extent permitted by applicable law, rule or regulation and practicable under the circumstances) to allow Master Distributor an opportunity to seek a protective order barring such disclosure.
Maintain Confidentiality. Except to the extent a Party (“Recipient”) is permitted to disclose the other Party’s (“Owner”) Confidential Information under Sections 4.3(a) and (b) below, the Recipient shall use all reasonable efforts to maintain and assure the confidentiality of the Owner’s Confidential Information. The Recipient may only disclose the Owner’s Confidential Information to the extent Recipient is legally required to disclose such information under the terms of a valid and effective subpoena or order issued by a Governmental Authority; provided, that, Recipient uses reasonable efforts to: (1) promptly notify the Owner of the existence, terms and circumstances surrounding such a request, so that the Owner may seek an appropriate protective order and/or waive compliance with the provisions of this Agreement; (2) provide the Owner full and complete cooperation to seek an appropriate order and/or remedy; (3) cooperate with the Owner in obtaining reliable assurances that confidential treatment will be accorded to the disclosed Confidential Information if disclosure of such Confidential Information is required; and (4) limit disclosure of the Confidential Information to only that part necessary to comply with the request. Any disclosure of Confidential Information as permitted in the foregoing sentence shall not alter the confidential nature of such Confidential Information for all other purposes.
Maintain Confidentiality. Each KL Shareholder agrees to not at any time after the date hereof divulge to any person or entity any Confidential Information obtained or learned as a result of share ownership of KL and employment by KL or any KL Subsidiary except (i) with the express written consent of SHA and KL on or before the Closing Date and of the Board thereafter; (ii) to the extent that any such information is in the public domain other than as a result of a breach of any obligations hereunder; or (iii) where required to be disclosed by court order, subpoena or other government process. If any KL Shareholder shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, it will promptly, but in no event more than seventy-two (72) hours after learning of such subpoena, court order, or other government process, notify, by personal delivery or by electronic means, confirmed by mail, KL or the relevant KL Subsidiary and, at KL or the relevant KL Subsidiary’s expense, shall: (i) take all reasonably necessary steps required by KL or the relevant KL Subsidiary to defend against the enforcement of such subpoena, court order or other government process, and (ii) permit KL or the relevant KL Subsidiary to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof.
Maintain Confidentiality. Grantee acknowledges it and its employees or agents may, in the course of performing its responsibilities, be exposed to or acquire information that is: (i) confidential to Agency or Project participants or (ii) the disclosure of which is restricted under federal or state law, including without limitation: (a) personal information, as that term is used in ORS 646A.602(12) and (b) social security numbers (“Confidential Information”). Grantee agrees to hold Confidential Information as required by any applicable law and in all cases in strict confidence, using at least the same degree of care Grantee uses in maintaining the confidentiality of its own confidential information.
Maintain Confidentiality. Licensee shall hold in confidence and not disclose to any other Person any and all information of a confidential nature, including but not limited to Confidential Information, regarding Licensor’s business or affairs, and shall not use such information except in performance of this Agreement. Any separate nondisclosure or confidentiality agreements between Licensor and Licensee shall remain in full force and effect.
Maintain Confidentiality. Recipient agrees to, and agrees to cause any of Recipient’s Advisors to, hold and treat the Confidential Information in the strictest of confidence and to employ reasonable safeguards to prevent any disclosure of Confidential Information in breach of this agreement. Without the prior written authorization of Owner, neither Recipient nor any of Recipient’s Advisors will, directly or indirectly, disclose the Confidential Information to any other person except (i) to Recipient’s consultants, potential lenders or investors, legal counsel, financial advisors, and accountants who have reasonable need to know in order to assist with evaluating, negotiating, or completing a transaction regarding the Property and who Recipient has advised of the confidential nature of the Confidential Information (collectively, “Recipient’s Advisors”); and (ii) to the extent that disclosure is required by a court of competent jurisdiction or by applicable law, provided that Recipient gives Owner and Broker reasonable prior written notice of such disclosure. Recipient will be responsible for any breach of this agreement by any of its directors, officers or employees. Recipient will disclose the existence of this agreement to Recipient’s Advisors and will cause the Recipient’s Advisors to comply with the terms of this agreement.