The Confidentiality Agreement Sample Clauses

The Confidentiality Agreement. The parties acknowledge that Purchaser and the LLC have previously executed that certain letter agreement, dated as of August 16, 2013, as may be further amended or supplemented (the “Confidentiality Agreement”), which Confidentiality Agreement shall continue in full force and effect in accordance with its terms, except as expressly waived or modified as provided herein or therein, until the Closing, at which time it will automatically terminate and be of no further force or effect.
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The Confidentiality Agreement. On April 15, 2019, Momenta entered into a Confidential Disclosure Agreement with Xxxxxxx Research & Development, LLC, an affiliate of Xxxxxxx & Xxxxxxx, to facilitate certain discussions between the parties regarding a possible business arrangement between Xxxxxxx & Xxxxxxx and Momenta (the “Prior CDA”). The terms of the Prior CDA were superseded by the terms of the Confidentiality Agreement described below.
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The Confidentiality Agreement. The following is a summary of certain provisions of the confidentiality letter agreement, dated August 6, 2013 (the “Confidentiality Agreement”), between Intermediary and Santarus. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Confidentiality Agreement, a copy of which is filed as Exhibit (d)(3) to the Schedule TO, which is incorporated herein by reference. Copies of the Confidentiality Agreement and the Schedule TO, and any other filings that Salix makes with the SEC with respect to the Offer or the Merger, may be obtained in the manner set forth in Section 8—“Certain Information Concerning Salix, Intermediary and Purchaser—Available Information.” Stockholders and other interested parties should read the Confidentiality Agreement for a more complete description of the provisions summarized below. Intermediary and Santarus entered into the Confidentiality Agreement in connection with Salix’s and Intermediary’s consideration of a possible transaction with or involving Santarus. Under the Confidentiality Agreement, each of Intermediary and Santarus have agreed, subject to certain exceptions, that they and their respective affiliates and representatives will keep confidential certain non-public information relating to the other party. Table of Contents
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The Confidentiality Agreement. The Company and our subsidiary, Bloomberg L.P. (“BLP”), entered into a confidentiality agreement dated May 11, 2011 (the “Confidentiality Agreement”) in connection with a potential negotiated transaction between the parties. Pursuant to the Confidentiality Agreement, BLP agreed to, among other things and subject to certain exceptions, keep confidential information (including, without limitation, oral, written or electronic information) furnished to it and its representatives by or on behalf of the Company or learned by BLP in connection with visits to the facilities of BLP, and to use such information solely for the purpose of evaluating a possible transaction with the Company. Pursuant to the Confidentiality Agreement, BLP also agreed that, except as required by law, for a period of two years from the date of the Confidentiality Agreement, unless the Company gives prior written consent, neither BLP nor any of its controlled affiliates nor any of its respective representatives would: • acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities (or direct or indirect rights to acquire voting securities) or assets of the Company or any subsidiary or division thereof; • make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or vote, or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company or any of its subsidiaries; • form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Exchange Act) in connection with any of the foregoing; • make any public disclosure, or take any action which could require the Company to make any public disclosure with respect to any of the foregoing; • otherwise act, alone or in concert with others (including by providing financing for another party), to seek to control, advise, change or influence, in any manner, the management, Board, governing instruments, policies or affairs of the Company; • disclosure any intention, plan or arrangement inconsistent with the foregoing; or • advise, assist or encourage any other persons in connection with any of the foregoing. In addition, subject to certain exceptions BLP agreed that (i) for a period of 18 months from the date of the Confidentiality Agreement, it will not directly or indirectly solicit for employment any person now employed by the Company or any...
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The Confidentiality Agreement. The Confidentiality, Intellectual Property Rights and Non-Solicitation provisions in the Confidentiality Agreement signed by the Company and the Employee on or immediately (the “Confidentiality Agreement”, attached as Annexure B hereto) after the hire date of the Employee shall survive the termination of the Employment Contract.
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The Confidentiality Agreement. Consequently, the parties, each now wishing to protect his Confidential Information, agree that:
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The Confidentiality Agreement. 3.1 This Confidentiality Agreement is agreed between
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Related to The Confidentiality Agreement

  • Prior Confidentiality Agreement As of the Effective Date, the terms of this Article 13 shall supersede any prior non-disclosure, secrecy or confidentiality agreement between the Parties (or their Affiliates) relating to the subject of this Agreement, including the Confidentiality Agreement. Any information disclosed pursuant to any such prior agreement shall be deemed Confidential Information for purposes of this Agreement.

  • Confidentiality Agreements The parties hereto agree that this Agreement supersedes any provision of the Confidentiality Agreements that could be interpreted to preclude the exercise of any rights or the fulfillment of any obligations under this Agreement, and that none of the provisions included in the Confidentiality Agreements will act to preclude Holder from exercising the Option or exercising any other rights under this Agreement or act to preclude Issuer from fulfilling any of its obligations under this Agreement.

  • Invention Assignment and Confidentiality Agreement The Company has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company and (ii) named inventors of patents, utility models, and patent and utility model applications owned or purported to be owned by the Company (any Person described in clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rights. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the Company. Without limiting the foregoing, the Company has obtained written and enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and, in the case of patents, utility models and patent and utility model applications, the Company has provided to Acquirer copies of all such assignments.

  • Confidentiality Agreement As an employee of the Company, you will continue to have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this Agreement confirms that the terms of the Company’s At‑Will Employment, Confidential Information, Invention Assignment, Nonsolicitation, and Arbitration Agreement you previously signed with the Company (the “Confidentiality Agreement”) still apply.

  • Employee Confidentiality Agreements The members of each Group have entered into confidentiality and non- disclosure agreements with their respective employees. To the extent that any employee during or after employment violates any such agreement and such violation is or may in the future be to the detriment of the other Group, at the written request of the affected party, the other party shall, or shall cause the appropriate members of its Group to, promptly bring and diligently pursue an action against such employee if and to the extent reasonable under the circumstances to preserve the value of the assets and Licensed Materials. The Group member employing the employee violating his/her confidentiality and non- disclosure agreement shall have the unilateral right to determine the forum for, the manner of proceeding in, and legal counsel for such action and shall be entitled to any damages or other relief against such employee awarded in such action to the extent related to such Group's assets or business or to the Licensed Materials. Such enforcement against and recovery by a Group member from its breaching employee shall not constitute a release or sole remedy for the members of the other Group injured by such breaching employee's actions, and such members of the other Group may bring a claim against the Group members employing the breaching employee for a breach of this Agreement. Each party shall bear all out-of-pocket costs of pursuing such action and the other party shall cooperate in connection therewith.

  • Non Competition and Confidentiality The Executive agrees that:

  • General Confidentiality (a) For purposes of this Agreement, “

  • Noncompetition and Confidentiality (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company.

  • Confidentiality/Nondisclosure Employee covenants and agrees that any and all information concerning the customers, businesses and services of the Corporation of which he has knowledge or access as a result of his association with the Corporation in any capacity, shall be deemed confidential in nature and shall not, without the proper written consent of the Corporation, be directly or indirectly used, disseminated, disclosed or published by Employee to third parties other than in connection with the usual conduct of the business of the Corporation. Such information shall expressly include, but shall not be limited to, information concerning the Corporation’s trade secrets, business operations, business records, customer lists or other customer information. Upon termination of employment Employee shall deliver to the Corporation all originals and copies of documents, forms, records or other information, in whatever form it may exist, concerning the Corporation or its business, customers, products or services. In construing this provision it is agreed that it shall be interpreted broadly so as to provide the Corporation with the maximum protection. This Section 11 shall not be applicable to any information which, through no misconduct or negligence of Employee, has previously been disclosed to the public by anyone other than Employee.

  • Confidentiality and Non-Competition Agreement All employees of the Group Companies with access to Groups Companies’ confidential information have entered into a standard confidentiality and non-competition agreements. To the best of knowledge of the Group Companies, none of these employees are in breach of such agreements in any material respect. To the best knowledge of the Group Companies and except as disclosed in the Disclosure Schedule, none of the Key Employees (as defined below) is obligated under any contract, or subject to any judgment, decree or order of any Governmental Authority, that would interfere with the use of his or her best efforts to promote the interests of the Group Companies or that would conflict with the Group Companies’ businesses as proposed to be conducted. To the best knowledge of the Group Companies, neither the execution or delivery of this Agreement or the other Transaction Documents, nor the carrying on of the any Group Company’s businesses by its employees, nor the conduct of the any Group Company’s businesses as proposed, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated in any material respect.

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