Non-Disclosure and Use of Confidential Information. The Reviewer agrees that, except as set forth below, all Confidential Information shall be used by the Reviewer solely for one or more of the purposes stated in Section 1 of this Agreement. The Reviewer further agrees that it shall not, without the prior written consent of HUD, disclose any of the Confidential Information, or any notes, summaries or other information prepared by or on behalf of the Reviewer using the Confidential Information (the “Related Information”), to any party other than to (i) the Reviewer’s employees, officers, directors, and affiliate users (ii) the Reviewer’s agents and representatives, including attorneys, accountants and financial advisors, (iii) prospective providers of financing, (iv) insurance firms, (v) credit rating agencies and (vi) prospective purchasers of any Mortgage Loans (or interests therein) to be purchased by the Reviewer from HUD (with parties referred to in (i) through (vi) being collectively referred to as the “Representatives”). No Representative shall be permitted to review or use any of the Confidential Information or the Related Information unless such Representative: (i) has a need to review or use the Confidential Information and/or the Related Information for one or more of the purposes stated in Section 1 hereof, and (ii) has entered into an agreement with the Reviewer substantially in the form of this Agreement or is otherwise bound to review and use the Confidential Information subject to and only in accordance with the terms of this Agreement. In addition, the Reviewer acknowledges and agrees as follows:
Non-Disclosure and Use of Confidential Information. (a) The Reviewer agrees that, except as specifically set forth below, all Confidential Information shall be used by the Reviewer solely for the purpose stated in Section 1 hereof. The Reviewer further agrees not to disclose any of the Confidential Information without the prior written consent of the Owner, which consent can be arbitrarily withheld, to any third party (including, without limitation, any member of the brokerage community and/or the print or electronic media, whether “on” or “off” the record) other than to (i) if Reviewer is a corporation or partnership, its officers, directors, shareholders or partners (as the case may be), and (ii) Reviewer's attorneys, accountants and financial advisors (collectively, the "Representatives"), in each case who (i) have a need to know the Confidential Information for the purpose stated in Section 1 hereof and (ii) have entered into an agreement with the Owner in the form of this Agreement prior to being delivered or disclosed any Confidential Information.
Non-Disclosure and Use of Confidential Information. The Director agrees that during her term as a Board Member and for two (2) years thereafter to:
Non-Disclosure and Use of Confidential Information. Employee recognizes and acknowledges that the trade secrets and confidential information of the Company (the "Proprietary Information"), as they may exist from time-to-time, are valuable, special and unique assets of the Business. Employee further acknowledges that access to such Proprietary Information relating to the Business of the Company is essential to the performance of Employee's duties under this Agreement. Therefore, in order to obtain access to such Proprietary Information, Employee agrees that Employee will not, in whole or in part, disclose such Proprietary Information to any person, firm, corporation, association or any other entity for any reason or purpose whatsoever, nor will Employee make use of any such information for Employee's own purposes or for the benefit of any person, firm, corporation, association or other entity (except the Company). For purposes of this Agreement, the term "trade secrets" means the whole or any portion of any scientific or technical or non-technical information, design, process, procedure, formula, computer software product, documentation or improvement relating to the Business which: (1) derives economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. The term "confidential information" means any and all other data and information relating to the Business which: (1) has value to the Company; (2) is not generally known by its competitors or the public; and (3) is treated as confidential by the Company. The provisions of this Section 6 will apply during Employee's employment by the Company and, with respect to trade secrets, at any and all times thereafter and, with respect to confidential information, for three years thereafter. These restrictions will not apply to any Proprietary Information which: (i) is in the public domain, provided that Employee was not responsible, directly or indirectly, for such Proprietary Information entering the public domain without the Company's consent; (ii) becomes known to Employee, during the term of this Agreement, from a third party not known to Employee to be under a confidential relationship with the Company; or (iii) is required by law or governmental tribunal to be disclosed; provided, however, that if Employee is legally compelled to disclose any Proprietary Informa...
Non-Disclosure and Use of Confidential Information. (a) Tenant and Contractor agree that, except as set forth below, all Confidential Information shall be used by Tenant and Contractor solely for the purposes stated in Section 1 hereof. Tenant and Contractor further agree not to disclose any of the Confidential Information without the prior written consent of Landlord to any third party other than to their respective (i) employees, officers, directors, and (ii) agents and representatives, including attorneys, accountants and financial advisors (collectively, the "Representatives"), in each case who (i) have a need to know the Confidential Information for the limited purpose stated in Section 1 hereof, and (ii) have entered into an agreement with Tenant and Contractor substantially in the form of this Agreement.
Non-Disclosure and Use of Confidential Information a. Lessor will not disclose to others, personally use for its own benefit or the benefit of third parties ,or otherwise appropriate or copy any of Lessee’s confidential information except as required in connection with Lessor’s performance of its obligations under this agreement unless Lessor can prove that it acquired the information either before its creation, development or disclosure by Lessee, or by other than unauthorised disclosure.
Non-Disclosure and Use of Confidential Information. Each Participating Entity agrees (i) to maintain the confidentiality of all Confidential Information obtained, (ii) without the express permission of the Participating Entity providing such information, not to disclose such information to third parties, and (iii) to use such information only for the express purpose of developing and implementing a Cyber Mutual Assistance initiative, including in connection with any request for or provision of cyber mutual assistance between Participating Entities. Each Participating Entity shall use the Confidential Information received hereunder only for the purposes identified in Section 1. Notwithstanding the forgoing, a Participating Entity may use and internally share Confidential Information as deemed necessary to respond to an actual or threatened cyber emergency that places, or has the potential to place, the Participating Entity’s cyber systems at risk. Any other use shall be only with the prior written consent of the Participating Entity or Participating Entities that provided the Confidential Information sought to be used.
Non-Disclosure and Use of Confidential Information. Receiving Party acknowledges and recognizes that it will have access to and become acquainted with Confidential Information in connection with the discussions contemplated hereunder. Receiving Party agrees that, during the Term (defined below), Receiving Party may only use, and shall only permit its Representatives to use, the Confidential Information for purposes of evaluating, negotiating, consummating and developing the Transaction with FSP, and except as permitted by this Agreement, shall not disclose any Confidential Information to any third party that is not one of Receiving Party’s Representatives. “Representatives” shall mean Receiving Party’s employees, directors, officers, partners, members, agents, contractors, advisors, lenders, financial partners, accountants, brokers, prospective purchasers, prospective and existing lenders, tax advisors, attorneys and other representatives who are actively and directly participating in the Transaction or who otherwise have a need to know the Confidential Information. Receiving Party further agrees to be responsible for the actual damages to FSP caused by any breach of this Agreement by any Representatives. Receiving Party acknowledges that FSP is a wholly-owned subsidiary of Franklin Street Properties Corp., which is a public reporting company with the United States Securities and Exchange Commission. Receiving Party acknowledges that it is aware that the United States and other applicable securities laws prohibit any person who is in possession of material, non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such material, non-public information.
Non-Disclosure and Use of Confidential Information. (a) Reviewer agrees that, except as set forth below: (i) all Confidential Information shall be used by Reviewer solely for the purposes stated in Section 2; and (ii) Reviewer shall not disclose any of the Confidential Information to any third party without the prior written consent of Owner other than disclosure to its employees, officers, directors, agents and representatives, including attorneys, accountants and financial advisors (collectively the "Representatives"), in each case who have a need to know the Confidential Information in connection with the Proposed Transaction. Reviewer shall be liable for the breach of this Agreement by its Representatives. Reviewer and its Representatives will not (except in compliance with paragraph 3(b) below) disclose to any person the fact that the Confidential Information exists or has been made available to Reviewer, that Reviewer is analyzing the Proposed Transaction, or that discussions or negotiations are taking or have taken place concerning the Proposed Transaction. Except for copies made available to its Representatives, the Reviewer agrees to refrain from making any reproductions, other than handwritten summaries or notes and self-generated computer records, of any item of Confidential Information without the prior written consent of the Owner.
Non-Disclosure and Use of Confidential Information. 2.1 The Recipient agrees to:
