Disclosure Obligations LAUSD expects Contractors and their Representatives to satisfy the following public disclosure obligations:
Nondisclosure Obligations Director shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Proprietary Information (as defined below), confidential information, or trade secrets belonging to Company, whether or not it is in written or permanent form, except to the extent necessary to perform the Services, as required by a lawful government order or subpoena, or as authorized in writing by Company. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. “
Nondisclosure Obligation All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:
Non-Disclosure Obligations Executive shall not at any time, during or after the Term of this Agreement, without the express written consent of an officer of the Company, publish, disclose, or divulge to any person, firm or corporation, or use directly or indirectly for the Executive’s own benefit or for the benefit of any person, firm, corporation or entity other than the Company, any Trade Secrets of the Company.
Non-Disclosure Obligation Except as required by court order, subpoena, or Applicable Law, neither Party shall disclose to third parties any confidential or proprietary information regarding the other Party’s business affairs, finances, technology, processes, plans or installations, product information, know-how, or other information that is received from the other Party pursuant to this Agreement or the Parties’ relationship prior thereto or is developed pursuant to this Agreement, without the express written consent of the other Party, which consent shall not be unreasonably withheld. The Parties shall at all times use their respective reasonable efforts to keep all information regarding the terms and conditions of this Agreement confidential and shall disclose such information to third Persons only as reasonably required for the permitting of the Project; financing the development, construction, ownership, operation and maintenance of the Plant; or as reasonably required by either Party for performing its obligations hereunder and if prior to such disclosure, the disclosing Party informs such third Persons of the existence of this confidentiality obligation and only if such third Persons agree to maintain the confidentiality of any information received. This Article 13 shall not apply to information that was already in the possession of one Party prior to receipt from the other, that is now or hereafter becomes a part of the public domain through no fault of the Party wishing to disclose, or that corresponds in substance to information heretofore or hereafter furnished by third parties without restriction on disclosure.
Separate Obligations These obligations are independent of Borrower’s obligations and separate actions may be brought against Guarantor (whether action is brought against Borrower or whether Borrower is joined in the action).
Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.
Severance Obligations In the event an offer of employment is extended by the Buyers to and accepted by an employee of the Seller pursuant to Section 4(c) and such subsequent employment by the Buyers is terminated within sixty (60) days from the Closing Date, the Seller shall be responsible for, and shall pay to such accepting employee, all severance benefits (if any, pursuant to the Seller's practices as in effect on the Closing Date) that may be due and owing such employee by reason of his or her employment with either the Seller or the Buyers
Insurance Obligations Borrower fails to promptly perform or comply with any of the covenants contained in the Loan Documents with respect to maintaining insurance, including the covenants contained in Section 4.4.
Client Obligations Client shall fulfill its obligations and responsibilities as set forth in this Agreement and the SOW so that Spirent can perform the Services efficiently and effectively. Client is responsible for the operation and security of its applications and the information technology environment in which the Services are to be performed. Client agrees that it shall have the sole responsibility for protecting and backing up its systems, networks, applications, content, and data used in connection with the Services. Client shall secure and provide to Spirent any rights and licenses necessary to allow Spirent to perform the Services. Client shall ensure the cooperation and performance of its employees and contractors as well as the accuracy and completeness of data and information provided to Spirent that are necessary to perform the Services. Client shall make and be responsible for all decisions and actions based or related to advice and recommendations provided by Spirent in connection with the performance of the Services hereunder. Client shall be liable for all Spirent owned equipment while in Client’s possession or control and, if lost or. damaged or not returned to Spirent upon expiration of the engagement, Client agrees to pay for such equipment upon receipt of an invoice referencing this Agreement. Equipment received by Spirent from Client more than five (5) calendar days after the end of engagement shall be subject to a fifteen (15%) per month late fee based on the list price of the equipment.
