Common use of Non-Disclosure Agreement Clause in Contracts

Non-Disclosure Agreement. The parties agree and acknowledge that, as ------------------------ a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information (as defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the parties agree that, during the Term of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party's Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure. Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction.

Appears in 2 contracts

Samples: Lifeminders Com Inc, Lifeminders Com Inc

Non-Disclosure Agreement. The parties agree and acknowledge that, as a ------------------------ a result of negotiating, negotiating entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information (as defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the parties agree that, during the Term of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose to the other party's Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure . Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction .

Appears in 2 contracts

Samples: Services and License Agreement (Engage Technologies Inc), Services and License Agreement (Engage Technologies Inc)

Non-Disclosure Agreement. Whereas Company and Supplier each expect to disclose to the other party certain information concerning products, business and strategies which are considered confidential and proprietary and which neither party wants to disclose to others, they have entered into a Non Disclosure Agreement. This section does not reduce or modify Supplier's obligations under Section "USE OF INFORMATION". The parties Parties agree not to make any general press releases or public disclosures regarding the details of this OEM agreement without the prior review and acknowledge that, as ------------------------ a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain written consent of the other party's Confidential Information (as defined below) Party. Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect may however disclose the other party's business. Accordingly, the parties agree that, during the Term existence of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information agreement to its employees, consultants or independent contractors with a need to know respective customers on an as-needed basis for sales and shall not disclose the other party's Confidential Information to any third party marketing purposes without the prior written approval consent of the other party. Notwithstanding Furthermore, neither Party shall use the foregoing other Party's trademarks, it shall not be a breach of this Agreement for either party to disclose Confidential Information trade names and service marks without the prior written consent of the other party Party; if required to do so under law or in a judicial or other governmental investigation or proceeding such consent is given, provided then the Party shall disclose that such trademarks, trade names, and service marks are the sole property of the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure. Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction Party.

Appears in 2 contracts

Samples: Mutual Written Agreement (Motorola Inc), Mutual Written Agreement (Motorola Inc)

Non-Disclosure Agreement. Since BPI, and NATIONAL each expect to disclose to the other party certain information concerning equipment designs, products, business and strategies which are considered confidential and proprietary and which neither party wants to disclose to others, they agree to keep all such information confidential. The parties Parties agree not to make any general press releases or public disclosures regarding the details of this Agreement without the prior review and acknowledge that, as ------------------------ a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain written consent of the other party's Confidential Information (as defined below) Party. Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect may however disclose the other party's business. Accordingly, the parties agree that, during the Term existence of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know respective customers on an as-needed basis for sales and shall not disclose the other party's Confidential Information to any third party marketing purposes without the prior written approval consent of the other party. Notwithstanding Furthermore, neither Party shall use the foregoing other Party’s trademarks, it shall not be a breach of this Agreement for either party to disclose Confidential Information trade names and service marks without the prior written consent of the other party Party; if required to do so under law or in a judicial or other governmental investigation or proceeding such consent is given, provided then the Party shall disclose that such trademarks, trade names, and service marks are the sole property of the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure. Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction Party.

Appears in 1 contract

Samples: Lease Agreement (National Beef Packing Co LLC)

Non-Disclosure Agreement. The parties Parties agree and acknowledge that, that as ------------------------ a result of negotiating, entering into and performing this Agreement, each party Party has and will have access to certain of the other party Party's Confidential Information ( as defined below). Confidential Information shall include Subscriber Information and End-Customer Data. Each party Party also understands and agrees that misuse and/or disclosure of that information could adversely affect effect the other party Party's business. Accordingly, the parties Parties agree that, that during the Term term of this Agreement and thereafter Agreement, each party Party shall use and reproduce the other party Party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party Party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party Party's Confidential Information to any third party without the prior written approval of the other party Party. Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party Party to disclose Confidential Information of the other party Party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party Party has been given as timely prior written notice and the disclosing party has sought all available safeguards against widespread dissemination prior of such request for disclosure as is possible, giving such Party a reasonable opportunity to defend such request for disclosure. Notwithstanding anything to The recipient of a demand for disclosure shall cooperate with the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction Party whose Confidential Information is being sought as is reasonably necessary.

Appears in 1 contract

Samples: Netgateway Inc

Non-Disclosure Agreement. The parties agree and acknowledge that, ------------------------ as ------------------------ a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information (as defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the parties agree that, during the Term of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party's Confidential Information to any third party without the prior written approval of the other party party . Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure . Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction .

Appears in 1 contract

Samples: Preview Travel Inc

Non-Disclosure Agreement. The parties agree and acknowledge that, ------------------------ as ------------------------ a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information (as defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the parties agree that, during the Term of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not otherwise disclose the other party's Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure . Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction .

Appears in 1 contract

Samples: Exclusive Contract (Autoweb Com Inc)

Non-Disclosure Agreement. The parties agree and acknowledge that, as ------------------------ a result of negotiating, negotiating and entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information (as defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the parties agree that, during the Term of this Agreement and thereafter, each neither party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement and only or disclose to the extent necessary for such purpose and shall restrict disclosure anyone any of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party's Confidential Information to any third party without the prior written approval of the other party Information. Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required compelled to do so under law or law, in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards (including, without limitation, good faith efforts to obtain a protective order satisfactory to the other party) against widespread dissemination prior to such disclosure . Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction .

Appears in 1 contract

Samples: Content Provider Agreement (Ivi Publishing Inc)

Non-Disclosure Agreement. The parties agree and acknowledge that, as ------------------------ a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information (as 10 defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the parties agree that, during the Term of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only solely for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party's Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law (including compliance with any applicable federal or state securities laws) or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior written notice and the disclosing party has sought all available commercially reasonable safeguards against widespread any further dissemination prior to such disclosure . Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction .

Appears in 1 contract

Samples: Netzero Inc

Non-Disclosure Agreement. The parties agree and acknowledge that, as ------------------------ a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information (as defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the parties agree that, during the Term of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party's party s Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure. Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction. 6

Appears in 1 contract

Samples: Bolt Inc

Non-Disclosure Agreement. The parties agree and acknowledge that, as ------------------------ a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information (as defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the parties agree that, during the Term of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party's Confidential Information to any third party without the prior written approval of the other party party . Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure. Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction. 8

Appears in 1 contract

Samples: Autobytel Com Inc

Non-Disclosure Agreement. The parties agree and acknowledge that, as ------------------------ a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information (as defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the parties agree that, during the Term of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party's Confidential Information to any third party without the prior written approval of the other party party . Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure. Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction 8 [*] Confidential treatment requested.

Appears in 1 contract

Samples: Autobytel Com Inc

Non-Disclosure Agreement. The parties agree and acknowledge that, as ------------------------ a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information (as defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the parties agree that, during the Term of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only solely for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party's Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law (including compliance with any applicable federal or state securities laws) or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure. Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction. been

Appears in 1 contract

Samples: Netzero Inc

Non-Disclosure Agreement. The parties agree and acknowledge that, as ------------------------ a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information (as defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the parties agree that, during the Term of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only solely for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party's Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law (including compliance with any applicable federal or state securities laws) or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior written notice and the disclosing party has sought all available commercially reasonable safeguards against widespread any further dissemination prior to such disclosure . Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction .

Appears in 1 contract

Samples: Netzero Inc

Non-Disclosure Agreement. The parties agree and acknowledge that, as ------------------------ a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information (as defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the parties agree that, during the Term term of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party's Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure . Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction .

Appears in 1 contract

Samples: Barnesandnoble Com Inc

Non-Disclosure Agreement. The parties agree and acknowledge that, as ------------------------ a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information (as defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the parties agree that, during the Term term of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party's Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure . Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction .

Appears in 1 contract

Samples: Barnesandnoble Com Inc

Non-Disclosure Agreement. The parties agree and acknowledge that, as ------------------------ a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information (as defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the parties agree that, during the Term term of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party's Confidential Information information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it shall not be a breach of this 7 Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure . Notwithstanding anything to the contrary in this section, in the event that LifeMinders engages in a public offering, this Agreement may be made available in a SEC filing, subject to Lycos' prior approval, such approval not to be unreasonably withheld, and subject to customary redaction .

Appears in 1 contract

Samples: Representations and Warrant (Nextcard Inc)