Common use of Non-Disclosure of Information Clause in Contracts

Non-Disclosure of Information. Xxxxx acknowledges that the Owner of the Business (the “Seller”) wants to maintain the confidentiality of the Confidential Information (as defined below). Xxxxx agrees not to disclose or permit access to (nor use to the detriment or disadvantage of the Seller) any Confidential Information, whether provided before or after execution of this Agreement, without the prior written consent of Seller, to anyone other than Xxxxx's legal counsel, accountants, lenders, or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the “Buyer’s Associates”). Disclosure of Confidential Information shall be made to the Buyer’s Associates only in connection with the potential acquisition of the Business and then only if such Buyer’s Associates understand and agree to maintain the confidentiality of such Confidential Information. Buyer shall be responsible for any breach of this Agreement by the Buyer’s Associates, and neither Buyer nor the Buyer’s Associates shall use or permit the use of Confidential Information in any manner, except as may be required for Buyer to evaluate the Business. If the Buyer does not purchase the Business, Buyer and any Buyer’s Associates, at the earlier of the close of negotiations or within five (5) business days, shall destroy or return to the Seller all information provided to Buyer and will not retain any copy, reproduction, or record thereof. Nevertheless, Buyer may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object thereto.

Non-Disclosure of Information. Xxxxx acknowledges that the Owner ‌ All information in whatever form or mode of the Business communication, which is disclosed by a Party (the “SellerDisclosing Party”) wants to maintain any other Party (the confidentiality “Recipient”) in connection with the Action during its implementation and which has been explicitly marked as “confidential” at the time of disclosure, or when disclosed orally or visually during site visits has been identified as confidential at the time of disclosure and has been confirmed and designated in writing within fifteen (15) calendar days from oral disclosure at the latest as confidential information by the Disclosing Party, is “Confidential Information”.‌ The Recipients hereby undertake in addition and without prejudice to any commitment on non- disclosure under the Grand Agreement, during the Action and for a period of 4 years after the end of the Action:‌ − Not to use Confidential Information (as defined below). Xxxxx agrees otherwise than for the purpose for which it was disclosed; − not to disclose or permit access to (nor use to the detriment or disadvantage of the Seller) any Confidential Information, whether provided before or after execution of this Agreement, Information without the prior written consent of Seller, by the Disclosing Party; − to anyone other than Xxxxx's legal counsel, accountants, lenders, or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the “Buyer’s Associates”). Disclosure ensure that internal distribution of Confidential Information by a Recipient shall be made take place on a strict need-to-know basis; and − to return to the Buyer’s Associates only Disclosing Party, or destroy, on request all Confidential Information which has been supplied to or acquired by the Recipients including all copies thereof and to delete all information stored in connection a machine readable form to the extent practically possible. The Recipients may keep a copy to the extent it is required to keep, archive or store such Confidential Information because of compliance with applicable laws and regulations or for the proof of on-going obligations provided that the Recipient comply with the potential acquisition of confidentiality obligations herein contained with respect to such copy for as long as the Business and then only if such Buyer’s Associates understand and agree to maintain the confidentiality of such Confidential Informationcopy is retained. Buyer The Recipients shall be responsible for any breach the fulfilment of this Agreement the above obligations on the part of their employees or Third parties (including Linked Third Parties) involved in the Action and shall ensure that they remain so obliged, as far as legally possible, during and after the end of the Action and/or after the termination of the contractual relationship with the employee or Third Party.‌ A non-disclosure agreement, the template of which shall be approved by the Buyer’s AssociatesGeneral Assembly shall be signed between: - all attending persons of the General Assembly, the Programme Management Office, the Bureau, or of any implementation bodies if they are not staff of one of Parties or Linked Third Parties prior to receiving any confidential information. - and neither Buyer nor the Buyer’s Associates Coordinator, representing all Parties who shall use be mandated based on this Consortium Agreement. The above shall not apply for disclosure or permit the use of Confidential Information, if and in so far as the Recipient can show that:‌ − the Confidential Information has become or becomes publicly available by means other than a breach of the Recipient’s confidentiality obligations; − the Disclosing Party subsequently informs the Recipient that the Confidential Information is no longer confidential; − the Confidential Information is communicated to the Recipient without any obligation of confidentiality by a Third Party who is to the best knowledge of the Recipient in any manner, except as may be required for Buyer lawful possession thereof and under no obligation of confidentiality to evaluate the Business. If Disclosing Party; − the Buyer does not purchase disclosure or communication of the Business, Buyer and any Buyer’s AssociatesConfidential Information is foreseen by provisions of the Grant Agreement; − the Confidential Information, at any time, was developed by the earlier Recipient completely independently of any such disclosure by the close of negotiations or within five (5) business days, shall destroy or return Disclosing Party; − the Confidential Information was already known to the Seller all information provided Recipient prior to Buyer and will not retain any copydisclosure, reproduction, or record thereof. Nevertheless, Buyer may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object thereto.or

Non-Disclosure of Information. Xxxxx The Buyer acknowledges that the Owner of the Business (the “Seller”) wants Seller desires to maintain the confidentiality of the Confidential Information (as defined below). Xxxxx information disclosed and agrees with Broker not to disclose or permit access to (nor use to the detriment or disadvantage of the Seller) any Confidential Information, whether provided before or after execution of this Agreement, Information without the prior written consent of Seller, to anyone other than XxxxxBuyer's employees, legal counsel, accountants, lenders, lenders or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the “Buyer’s Associates”)Business. Disclosure of Confidential Information shall be made to the Buyer’s Associates these parties only in connection with the potential acquisition of the Business Business, and then only if such Buyer’s Associates these parties understand and agree to maintain the confidentiality of such Confidential Information. Buyer The undersigned shall protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Recipient would protect its own confidential information, but in no event with less than a commercially reasonable degree of care; not use the Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, including without limitation, to reverse engineer, disassemble, decompile or design around confidential intellectual property; not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who need to know the Confidential Information in relation to the Purpose and are informed of the obligations hereunder and agree to abide by the same. The undersigned shall be responsible for any breach of this Agreement by the Buyer’s Associatesthese parties, and neither Buyer nor the Buyer’s Associates these parties shall use or permit the use of Confidential Information in any mannermanner whatsoever, except as may be required for Buyer to evaluate the BusinessBusiness or as may be required by legal process. If the Buyer does not purchase the Business, Buyer and any Buyer’s Associates, at the earlier of the close of negotiations or within five (5) business days, shall destroy or return to Recipient will promptly notify the Seller all information provided to Buyer and will not retain of any copy, reproduction, or record thereof. Nevertheless, Buyer may disclose unauthorized disclosure of Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object theretoother breaches of this Agreement.

Non-Disclosure of Information. Xxxxx Buyer acknowledges that the Owner owner of the Business (the “Seller”) wants desires to maintain the confidentiality of the Confidential Information (as defined below). Xxxxx Buyer agrees not to disclose or permit access to (nor use to the detriment or disadvantage of the Seller) any Confidential Information, whether provided before or after execution of this Agreement, without the prior written consent of Seller, to anyone other than XxxxxBuyer's legal counsel, accountants, lenders, lenders or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the collectively “Buyer’s AssociatesBuyer Contacts”). Disclosure of Confidential Information shall be made to the Buyer’s Associates Buyer Contacts only in connection with the potential acquisition of the Business Business, and then only if such Buyer’s Associates the Buyer Contacts understand and agree to maintain the confidentiality of such Confidential Information. Buyer shall be responsible for any breach of this Agreement by the Buyer’s AssociatesBuyer Contacts, and neither Buyer nor the Buyer’s Associates Buyer Contacts shall use or permit the use of Confidential Information in any mannermanner whatsoever, except as may be required for Buyer to evaluate the Business. If the Buyer does not purchase the Business, Buyer and any or Buyer’s Associatesbroker, at the earlier of the close of negotiations or within five (5) business daysseven days of written demand by Seller or Seller’s broker, shall will destroy or return to the Seller or Seller’s broker all information provided to Buyer and will not retain any copy, reproduction, reproduction or record thereof. NeverthelessNotwithstanding the foregoing, Buyer may disclose Confidential Information pursuant to any governmental, judicial, judicial or administrative order, subpoena, subpoena or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance of Buyer’s response, so that Seller may seek to object theretoto such order, subpoena or request.

Non-Disclosure of Information. Xxxxx acknowledges that the Owner owner of the Business (the “Seller”) wants desires to maintain the confidentiality of the Confidential Information (as defined below). Xxxxx agrees not to disclose or permit access to (nor use to the detriment or disadvantage of the Seller) any Confidential Information, whether provided before or after execution of this Agreement, without the prior written consent of Seller, to anyone other than XxxxxBuyer's legal counsel, accountants, lenders, lenders or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the collectively “Buyer’s AssociatesBuyer Contacts”). Disclosure of Confidential Information shall be made to the Buyer’s Associates Buyer Contacts only in connection with the potential acquisition of the Business Business, and then only if such Buyer’s Associates the Buyer Contacts understand and agree to maintain the confidentiality of such Confidential Information. Buyer shall be responsible for any breach of this Agreement by the Buyer’s AssociatesBuyer Contacts, and neither Buyer nor the Buyer’s Associates Buyer Contacts shall use or permit the use of Confidential Information in any mannermanner whatsoever, except as may be required for Buyer to evaluate the Business. If the Buyer does not purchase the Business, Buyer and any Buyeror Xxxxx’s Associatesbroker, at the earlier of the close of negotiations or within five (5) business daysseven days of written demand by Seller or Seller’s broker, shall will destroy or return to the Seller or Seller’s broker all information provided to Buyer and will not retain any copy, reproduction, reproduction or record thereof. NeverthelessNotwithstanding the foregoing, Buyer may disclose Confidential Information pursuant to any governmental, judicial, judicial or administrative order, subpoena, subpoena or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance of Buyer’s response, so that Seller may seek to object theretoto such order, subpoena or request.

Non-Disclosure of Information. Xxxxx acknowledges CUSTOMER agrees (i) that the Owner ----------------------------- TouchScript Software and the other Products are proprietary developments and constitute a valuable work product in the form of trade secrets, know-how and confidential information which is the exclusive property of ALLSCRIPTS or in the case of Microsoft Products and certain databases, either Microsoft or another third party, respectively. CUSTOMER agrees to keep strictly confidential the contents of the Business (Products and to prevent its agents, employees and representatives from disclosing or giving access to the “Seller”) wants contents thereof to maintain any parties other than other agents, employees and representatives of CUSTOMER whose access to such information is necessary for CUSTOMER to use the Products and who, prior to such disclosure or access, have been notified of the confidentiality of obligations with respect thereto. CUSTOMER shall not sell, transfer, publish, disclose, display or otherwise make available the Confidential Information (as defined below)TouchScript Software or any other Product or copies thereof to third parties other than authorized agents, employees and representatives. Xxxxx Without limiting the foregoing, the TouchScript Software and the other Products shall at all times be given protection no less than the CUSTOMER gives its own confidential information. CUSTOMER further agrees not to disclose reproduce, copy or permit access to (nor use to the detriment duplicate any part of or disadvantage all of the Seller) any Confidential InformationTouchScript Software or other Products, whether provided before except for backup or after execution of this Agreementarchival purposes, without the prior written consent of SellerALLSCRIPTS. CUSTOMER agrees not to copy, modify, sublicense, assign, transfer or resell the Microsoft products or databases supplied by ALLSCRIPTS, in whole or in part. CUSTOMER further agrees not to anyone other than Xxxxx's legal counseldownload/upload such Microsoft products or databases, accountants, lendersin whole or in part, or to establish a network or service bureau utilizing such Microsoft products or databases. Such Microsoft products and databases shall only be accessed by one person at one location on one microcomputer unless licensed for additional users listed on the attached Schedule 1. Should any portion of the TouchScript Software or other agents Products be disclosed, CUSTOMER shall immediately notify ALLSCRIPTS of the circumstances surrounding such disclosure. CUSTOMER shall assist ALLSCRIPTS in the prosecution of any parties who are using the TouchScript Software or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to other Products, as the “Buyer’s Associates”)case may be, in violation of this Agreement. Disclosure of Confidential Information shall be made CUSTOMER hereby agrees that, due to the Buyer’s Associates only in connection with the potential acquisition unique nature of the Business TouchScript Software and then only the other Products, if such Buyer’s Associates understand CUSTOMER refuses or fails fully to honor its obligations hereunder ALLSCRIPTS. Microsoft or the other third party, as applicable, shall suffer irreparable harm, and agree shall have, in addition to maintain any other rights available to it, the right to obtain temporary or permanent injunctive relief, including but not limited to, specific performance of the confidentiality obligations agreed to herein, without any showing of such Confidential Informationactual damage or inadequacy of legal remedy. Buyer Allscripts shall be responsible for any breach have access to and use of this Agreement all information maintained by the Buyer’s AssociatesTouchScript Software, and neither Buyer nor the Buyer’s Associates shall use or permit the use of Confidential Information in any mannerprovided that, except as may be required for Buyer by law, as authorized by the patient, or to evaluate carry out the Business. If the Buyer does not purchase the Businesspurposes of this Agreement, Buyer and any Buyer’s Associates, at the earlier of the close of negotiations or within five (5) business days, shall destroy or return to the Seller all information provided to Buyer and it will not retain make any copy, reproduction, or record thereof. Nevertheless, Buyer may disclose Confidential Information pursuant patient- identifiable information available to any governmental, judicial, or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object theretoothers.