MAINTENANCE OF CONFIDENTIALITY; NON-USE OBLIGATIONS Sample Clauses

MAINTENANCE OF CONFIDENTIALITY; NON-USE OBLIGATIONS. Each Disclosing Party’s Confidential Information shall be kept confidential by the Recipient and, except as otherwise permitted herein, shall not be disclosed by the Recipient to any third party without first obtaining the Disclosing Party’s prior written consent to such disclosure. The Recipient shall protect the Confidential Information in the same manner it protects its own confidential information of a similar nature, which shall be at least a reasonable standard of care. Recipient may disclose the Confidential Information only to its officers, employees, consultants and/or Affiliates on a need-to-know basis, provided that the Recipient will have executed or shall execute appropriate written agreements with its employees, consultants and Affiliates sufficient to enable compliance with all the provisions of this Agreement with respect to the Confidential Information. The Recipient shall be liable for any damage caused by or resulting from any unauthorized disclosure of the Confidential Information by the Recipient’s employees, consultants or Affiliates. The Confidential Information shall not be utilized by the Recipient, except for the Purpose permitted herein, without first obtaining the Disclosing Party’s prior written consent to such use.
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MAINTENANCE OF CONFIDENTIALITY; NON-USE OBLIGATIONS. Each Disclosing Party’s Confidential Information shall be kept confidential by the Recipient and, except as otherwise permitted herein, shall not be disclosed by the Recipient to any third party without first obtaining the Disclosing Party’s prior written consent to such disclosure. The Recipient shall protect the Confidential Information in the same manner it protects its own confidential information of a similar nature, which shall be at least a reasonable standard of care. Recipient may disclose the Confidential Information only to its officers, employees, consultants and/or Affiliates on a need-to-know basis, provided that the Recipient will have executed or shall execute appropriate written agreements with its employees, consultants and Affiliates sufficient to enable compliance with all the provisions of this Agreement with respect to the Confidential Information. The Recipient shall be liable for any damage caused by or resulting from any unauthorized disclosure of the Confidential Information by the Recipient’s employees, consultants or Affiliates. The Confidential Information shall not be utilized by the Recipient, except for the Purpose permitted herein, without first obtaining the Disclosing Party’s prior written consent to such use. EXCLUDED INFORMATION Confidential Information shall not include any information which: at the time of disclosure is in the public domain; after disclosure becomes part of the public domain, except through breach of this Agreement by Recipient; Recipient can demonstrate by reasonable proof was in Recipient’s or any of its Affiliates’ possession prior to the time of disclosure by a Disclosing Party hereunder, and was not acquired directly or indirectly from a Disclosing Party; Recipient can demonstrate by reasonable proof was developed by or on behalf of Recipient or its Affiliates independent of and without reference to the Confidential Information; or becomes available to Recipient or its Affiliates from a third party who did not acquire such information directly or indirectly from a Disclosing Party and who is not otherwise prohibited from disclosing such information. Confidential Information shall not be deemed to be or have become public knowledge merely because any part of such Confidential Information is embodied in general disclosures or because individual features, components or combinations thereof are known or become known to the public.
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MAINTENANCE OF CONFIDENTIALITY; NON-USE OBLIGATIONS a) Each Disclosing Party’s Confidential Information shall be kept confidential by each Recipient and, except as otherwise permitted herein, shall not be disclosed by the Recipient to any third party without first obtaining the Disclosing Party’s prior written consent to such disclosure. Each Recipient shall protect the Confidential Information in the same manner it protects its own confidential information of a similar nature, which shall be at least a reasonable standard of care. Each Recipient may disclose the Confidential Information only to its officers, employees, consultants and/or Affiliates on a need-to-know basis, provided that it imposes on them restrictions on disclosure and use equivalent to those set forth herein. Each Recipient shall be liable for any damage caused by or resulting from any unauthorized disclosure of the Confidential Information by the Recipient’s employees, consultants or Affiliates.
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MAINTENANCE OF CONFIDENTIALITY; NON-USE OBLIGATIONS a. Client and Big Brands shall each hold the Confidential Information disclosed to it in strict confidence and shall use the Confidential Information of the Disclosing Party only for the Agreed Purpose. The Receiving Party shall use reasonable care and at the least the same level of care to prevent any unauthorized use or disclosure of such Confidential Information as it exercises in protecting its own information of a similar nature, which shall be at least reasonable care.
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MAINTENANCE OF CONFIDENTIALITY; NON-USE OBLIGATIONS. 1. Each Disclosing Party’s Confidential Information shall be kept confidential by each Recipient and, except as otherwise permitted herein, shall not be disclosed by the Recipient to any third party without first obtaining the Disclosing Party’s prior written consent to such disclosure. Each Recipient shall protect the Confidential Information in the same manner it protects its own confidential information of a similar nature, which shall be at least a reasonable standard of care.
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MAINTENANCE OF CONFIDENTIALITY; NON-USE OBLIGATIONS. (a) The Confidential Information shall be kept strictly confidential by the recipient and, except as otherwise permitted herein, shall not be disclosed to any third party by the recipient in any manner whatsoever, in whole or in part, without first obtaining the disclosing party’s prior written consent to such disclosure. The standard of care required of the recipient in protecting the confidentiality of the disclosing party’s Confidential Information shall be the same standard of care that the recipient uses in protecting its own confidential information of a similar nature, but in no event shall the recipient use less than a reasonable standard of care. The recipient may disclose the disclosing party’s Confidential Information only to the recipient’s employees or consultants on a need-to-know basis, provided that the recipient will have executed or shall execute appropriate written agreements with its employees and applicable consultants sufficient to enable the recipient to comply with all the provisions of this Agreement.
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MAINTENANCE OF CONFIDENTIALITY; NON-USE OBLIGATIONS. 19.4.1 [RESERVED].
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MAINTENANCE OF CONFIDENTIALITY; NON-USE OBLIGATIONS 
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Related to MAINTENANCE OF CONFIDENTIALITY; NON-USE OBLIGATIONS

  • Maintenance of Confidentiality Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.

  • Obligation to Maintain Confidentiality The Executive acknowledges that the continued success of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s prior, current or potential business and (ii) not generally or publicly known. Therefore, the Executive agrees not to disclose or use for the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the Company, upon request, all memoranda, notes, plans, records, reports and other documents (including copies thereof and electronic media) relating to the business of the Company (including, without limitation, all Confidential Information) that the Executive may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

  • Confidentiality Obligations During the Term and at all times thereafter, neither party shall disclose Confidential Information of the other party or use such Confidential Information for any purpose without the prior written consent of such other party. Without limiting the preceding sentence, each party shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing, a party may disclose Confidential Information (i) if required to do by order of a court of competent jurisdiction, provided that such party shall notify the other party in writing promptly upon receipt of knowledge of such order so that such other party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required by applicable law. Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Issuer acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require Provider to maintain copies of practically all data, including communications and materials, regardless of any termination of this Agreement.

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