Obligations With Respect to Confidentiality Sample Clauses

Obligations With Respect to Confidentiality. You acknowledge and agree that all confidentiality obligations and covenants set forth in your Employment Agreement or any other employment agreement that you signed at the time of or during your employment by Cerner or any of its subsidiaries shall continue in full force and effect. Nothing in this Separation Agreement shall (i) prohibit you from disclosing confidential information in connection with reporting possible violations of law or regulation to any governmental agency or entity or attorney in accordance with any whistleblower protection provisions of applicable law or regulation, including 18 USC 1833, or (ii) require notification or prior approval by Cerner of any reporting described in clause (i); provided, however, that any such disclosures must be made in accordance with the applicable law or regulation and in a manner that limits, to the furthest extent possible, disclosure of confidential information.
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Obligations With Respect to Confidentiality. During the term of this Agreement and for a period of five (5) years thereafter, each party (“Receiving Party”) agrees that it shall not use for any purpose other than performance of this Agreement, or disclose to anyone, other than its Affiliates and its and its Affiliates’ officers, employees, subcontractors and representatives (collectively, “Representatives”) or, with the prior written consent of the disclosing party (“Disclosing Party”), its subcontractors, in each event with a need to know for purposes of this Agreement, any Confidential Information disclosed to the Receiving Party by the Disclosing Party. For purposes of this Agreement, the term "Confidential Information" shall be deemed to mean and include all such information, material and data of the Disclosing Party (i) labeled or designated in writing as confidential or proprietary, (ii) which the Receiving Party or its Representatives are advised is proprietary or confidential or (iii) which, in view of the nature of such information and/or the circumstances of its disclosure the Receiving Party knows or reasonably should know is confidential or proprietary, and solely by way of illustration and not in limitation shall include the following: information relating to financial data, plans, forecasts, intellectual property, methodologies, algorithms, agreements, market intelligence, technical concepts, customer information, strategic analyses, internal developments, publications, accountings or any other activities conducted or planned by either party. This Section 9 shall apply to all disclosures of Confidential Information between the parties during the Term of this Agreement.
Sample 1
Obligations With Respect to Confidentiality. In accordance with your existing and continuing obligations, you agree and acknowledge that Cerner has developed and owns valuable “Proprietary and Confidential Information” which constitutes valuable and unique property including, without limitation, concepts, ideas, plans, strategies, analyses, surveys, and proprietary information related to the past, present or anticipated business of Cerner. Except as may be required by law, you agree that you will not at any time disclose to others, permit to be disclosed, use, permit to be used, copy or permit to be copied, any such Proprietary and Confidential Information (whether or not developed by you) without Cerner’s prior written consent. Except as may be required by law, you further agree to maintain in confidence any Proprietary and Confidential Information of third parties received or of which you have knowledge as a result of your employment with Cerner. You further agree that the obligations set forth in this Paragraph supplement, are in addition to and not in lieu of all restrictive covenants set forth in your Employment Agreement or any other employment agreement that you signed at the time of or during your employment by Cerner or any of its subsidiaries. Nothing in this Separation Agreement shall (i) prohibit you from disclosing Proprietary and Confidential Information in connection with reporting possible violations of law or regulation to any governmental agency or entity or attorney in accordance with any whistleblower protection provisions of applicable law or regulation, including 18 USC 1833, or (ii) require notification or prior approval by Cerner of any reporting described in clause (i); provided, however, that any such disclosures must be made in accordance with the applicable law or regulation and in a manner that limits, to the furthest extent possible, disclosure of Proprietary and Confidential Information.
Sample 1
Obligations With Respect to Confidentiality. During the term of this Agreement and for a period of two (2) years after the latter of (i) the termination of this Agreement, or (ii) the termination of the final Services, each party acknowledges and agrees that it (the “Receiving Party”) shall not use or disclose to anyone, other than officers, employees, members, manager, directors or representatives of the Receiving Party with a need to know for purposes of this Agreement, any Confidential Information disclosed to the Receiving Party by the other party (the “Disclosing Party”). For purposes of this Agreement, the term “Confidential Information” shall mean and include any non-public financial, operational, technical and other information relating to the present and future businesses and affairs of the Disclosing Party and its affiliates, whether such information is provided in written, oral, graphic, pictorial or recorded form or stored on computer discs, hard drives, magnetic tape or digital or any other electronic medium. The confidentiality obligations herein shall not apply to any such information (i) which is or becomes publicly known without any fault of or participation by the Receiving Party, (ii) was in Receiving Party’s possession prior to the time it was received from Disclosing Party or came into Receiving Party’s possession thereafter, in each case lawfully obtained from a source other than Disclosing Party and not subject to any obligation of confidentiality or restriction on use, or (iii) is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Receiving Party shall notify the Disclosing Party of the requirement of disclosure before making such disclosure, if allowed by applicable law, and shall comply with any protective order or other limitation on disclosure obtained by the Disclosing Party; or (iv) is independently developed by the Receiving Party by persons not having exposure to Disclosing Party’s Confidential Information.
Sample 1

Related to Obligations With Respect to Confidentiality

  • Confidentiality Obligations To the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

  • Indemnification Related to Confidentiality of Materials The Contractor will protect, defend, indemnify, and hold harmless the Department for claims, costs, fines, and attorney’s fees arising from or relating to its designation of materials as trade secret or otherwise confidential.

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