Use and Protection of Confidential Information. Each Provider severally and not jointly, on behalf of itself and its Provider Representatives, agrees that the Confidential Information shall be kept confidential and, except with the prior written consent of the applicable Recipient, shall not disclose to any third party, including to any other Recipient, any of the Confidential Information disclosed to such Provider or any Provider Representative hereunder in any manner whatsoever, except as needed to Provider Representatives who are subject to confidentiality obligations substantially similar to those set forth herein and who have a reasonable need to know such Confidential Information in order to provide the Services under this agreement. This Article 5 shall terminate as between any two parties two years following termination of this agreement between such two parties.
Use and Protection of Confidential Information. In connection with performing their obligations under this Agreement, either Party may provide Confidential Information to the other Party. The Receiving Party will only use the Disclosing Party’s Confidential Information to the extent necessary to perform its obligations under this Agreement and will protect the Disclosing Party’s Confidential Information using the same degree of care it uses to protect its own Confidential Information (but no less than a reasonable degree of care). The Receiving Party will only disclose Confidential Information to its employees, officers, agents, independent contractors and representatives who have a need to know it to perform obligations under this Agreement and who are subject to confidentiality obligations no less restrictive than those found in this Section
Use and Protection of Confidential Information. The Receiving Party shall: (a) use Confidential Information solely for the Purpose; (b) not disclose Confidential Information to third parties without the Disclosing Party’s prior written approval, except that the Receiving Party may disclose Confidential Information to its employees, agents, advisors, contractors and other representatives having a reasonable need to know for the Purpose, provided these representatives are bound by confidentiality obligations no less protective than the applicable terms in this MNDA and the Receiving Party remains responsible for their compliance with this MNDA; and (c) protect Confidential Information using at least the same protections the Receiving Party uses for its own similar information but no less than a reasonable standard of care.
Use and Protection of Confidential Information. Customer and Vendor agree that in connection with this Contract and their relationship, they may come into possession of another party’s Confidential Information. The receiving party shall at all times keep in trust and confidence all such Confidential information received, and shall not use such Confidential Information other than as expressly authorized by the disclosing party under this Agreement, nor shall the receiving party disclose any such Confidential Information to third parties without the disclosing party’s written consent. Notwithstanding the above, Vendor shall be authorized to disclose Customer’s Confidential Information to order fulfillers, contractors or employees of a Vendor entity who have a legitimate business need to have access to such information to fulfill Customer’s purchase orders. Notwithstanding any record retention policies and laws, the receiving party shall immediately return to the disclosing party all Confidential Information (including copies thereof) in the receiving party’s possession, custody, or control upon termination or expiration of this Agreement. The obligations of confidentiality shall not apply to information which (a) has entered the public domain, except where such entry is the result of the receiving party’s breach of this Agreement; (b) prior to disclosure hereunder was already rightfully in the receiving party’s possession; (c) subsequent to disclosure hereunder is obtained by the receiving party on a non‐confidential basis from a third party who has the right to disclose such information to the receiving party. Additionally, the receiving party is authorized to disclose Confidential Information pursuant to a valid order issued by a court or government agency, provided that the receiving party provides (i) prior written notice to the disclosing party of such obligation and (ii) the opportunity to oppose such disclosure. Customer and DIR may disclose information necessary to comply with the Texas Public Information Act. Vendor shall not disclose, advertise, or publish the terms and conditions of this Agreement without the prior written consent of the Customer. Any press release or publication by Vendor regarding this Agreement is subject to prior review and written approval of DIR and Customer. Customer and DIR may publish the contract and Agreement in its customary manner or as required by law.
Use and Protection of Confidential Information. As a Recipient, each party agrees: (i) to use the Discloser’s Confidential Information solely for the purposes and transactions set forth in this Agreement; (ii) to use the same standard of care to protect the Confidential Information as it uses to protect its own similar information but in no event less than reasonable and prudent care; (iii) to hold the Confidential Information in confidence and, except as otherwise expressly provided herein, not to disclose the same to any third party without the prior written authorization of the Discloser; (iv) to restrict circulation and disclosure of the Confidential Information to its and its affiliates’ employees, contractors, professional advisors, customers (collectively “Personnel”) who (a) have a need to know the Confidential Information in connection with the parties’ business relationship and in order to enable the parties to perform their respective obligations under this Agreement, and (b) have executed written nondisclosure agreements or are subject to professional obligations requiring them to protect the Confidential Information of the Recipient; and (v) at the Discloser’s option and request, to promptly return or destroy the Discloser’s Confidential Information, including materials prepared in whole or in part based on such Confidential Information, and all copies thereof in whatever medium, and certify to the Discloser that the Recipient no longer has in its possession or under its control any such Confidential Information, provided that the Recipient may retain copies of Confidential Information and materials prepared in whole or in part based on such Confidential Information for evidencing compliance with this Agreement and for prudent record-keeping purposes. Receiving Party will not, in connection with the obligations herein, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with its back-up and data retention policies, provided that such information is not accessed or used for any purposes and remains subject to Section 22.
Use and Protection of Confidential Information. You agree that you will use the Confidential Information solely in your capacity as an observer on the Board and not for any other purpose. You shall not share any Confidential Information with any person. Subject to Paragraph 3 below, the Confidential Information will be kept confidential by you and will not be, without the prior written consent of the Company, disclosed, in whole or in part, to any third party by you. You hereby acknowledge that you are familiar with your responsibilities under the federal securities laws relating to restrictions on trading in securities of an issuer while in possession of material, non-public information, and restrictions on sharing such information with other persons who may engage in such trading; and that you will not violate those restrictions. You further agree that, for so long as you are an observer or director on the Board, you will only trade in securities of the Company in compliance with the Company’s Securities Trading Policy, attached hereto as Annex 1.
Use and Protection of Confidential Information. 7.3 Disclosure of Confidential Information to Employees and Others.
Use and Protection of Confidential Information. (a) Except for any Confidential Information labeled “Trade Secret” and for which no time limit on the confidentiality obligations hereunder shall apply, during the Term and for a period of five years from the date of its expiration or termination (including all extensions thereto), each Party agrees to maintain in strict confidence all Confidential Information of the other Party, including preventing disclosure to any competitor of the other Party (known to be such after reasonable inquiry). No Party shall, without obtaining the prior written consent of the Party with proprietary rights thereto, use such Party’s Confidential Information for any purpose other than for the performance of its duties and obligations under this Agreement, enforcement of its rights under this Agreement, or for provision of other services to such Party. Neither Party shall have intellectual property rights of any kind or nature to the Confidential Information disclosed by the other Party in accordance with this Article 7 or to material which is created using such Confidential Information.
Use and Protection of Confidential Information. In all cases, the confidential information disclosed shall remain the sole property of the disclosing party. The receiving party shall not use confidential information for any purpose other than the purpose for which disclosed. The receiving party shall disclose confidential information to its employees on a need-to-know basis only. Each party represents that it protects its own confidential information from unauthorized use or disclosure. Each party shall protect confidential information received under this CIEA with the same degree of care, but no less than a reasonable degree of care, which it regularly employs to protect its own confidential information from unauthorized use or disclosure.
Use and Protection of Confidential Information. The provisions of Schedule 5 (Proprietary Information Exchange Agreement) are incorporated in this Agreement.
