Confidentiality; Publicity Clause Samples
The Confidentiality; Publicity clause serves to protect sensitive information exchanged between parties and to control the disclosure of their relationship or agreement to the public. Typically, it requires each party to keep proprietary or non-public information confidential and restricts them from making public announcements or using the other party’s name in marketing materials without prior consent. This clause is essential for safeguarding business secrets and reputational interests, ensuring that confidential data is not improperly disclosed and that public communications are managed appropriately.
POPULAR SAMPLE Copied 115 times
Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement).
(b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and t...
Confidentiality; Publicity. Agent and each Lender shall hold all non-public information regarding the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant to the requirements hereof in accordance with such Person’s customary procedures for handling confidential information, except that disclosure of such information may be made (i) to their respective agents, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed to be bound by the provisions of this Section 13.16 and with respect to a rating agency, it is informed of the confidential nature of the information and instructed to keep it confidential), (ii) to bona fide prospective transferees or purchasers of any interest in the Loans, and to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed to be bound by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, or (ii) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosure.
Confidentiality; Publicity. Except as may be required by law or as otherwise permitted or expressly contemplated herein, no party hereto or their respective Affiliates, employees, agents and representatives shall disclose to any third party this Agreement or the subject matter or terms hereof without the prior consent of the other parties hereto. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by any party hereto without the prior approval of the other parties.
Confidentiality; Publicity. (a) In handling any confidential information, Administrative Agent, Collateral Trustee and each Lender agree to hold in confidence and not disclose Borrowers’ confidential information except as expressly provided herein, and shall exercise the same degree of care to protect such confidential information that it exercises for its own proprietary information but in no event less than a reasonable degree of care; provided, however that disclosure of information may be made, subject to customary confidentiality provisions: (a) to its Subsidiaries or Affiliates; (b) to prospective transferees or purchasers of any interest in the Loans; (c) as required by law, regulation, subpoena, or other order and in connection with reporting obligations applicable to Administrative Agent, Collateral Trustee or such Lender, including pursuant to the Exchange Act, as amended; (d) to Administrative Agent, Collateral Trustee or such Lender’s regulators or as otherwise required in connection with any examination or audit; (e) as Administrative Agent, Collateral Trustee or such Lender determines is necessary in connection with the exercise of remedies with respect to the Obligations; and (f) to third-party service providers of Administrative Agent, Collateral Trustee or such Lender so long as such service providers are bound by confidentiality terms not more permissive than the terms hereof. Confidential information does not include information that is either: (i) in the public domain or in Administrative Agent, Collateral Trustee or any Lender’s possession when disclosed to Administrative Agent, Collateral Trustee or such Lender, as applicable, or becomes part of the public domain (other than as a result of its disclosure by Administrative Agent, Collateral Trustee or such Lender in violation of this Agreement) after disclosure to Administrative Agent, Collateral Trustee or such Lender, as applicable; or (ii) disclosed to Administrative Agent, Collateral Trustee or such Lender by a third party, if Administrative Agent, Collateral Trustee or such Lender, as applicable, does not know that the third party is prohibited from disclosing the information. The provisions of this paragraph shall survive the termination of this Agreement.
(b) Neither party hereto shall publicize or use the other party’s name or logo, or hyperlink to such other parties’ website, describe the relationship of the parties or the transaction contemplated by this Agreement, in written and oral presentations, adv...
Confidentiality; Publicity. The parties acknowledge that the transaction described herein is of a confidential nature and shall not be disclosed prior to the Closing except to consultants, advisors and Affiliates, or as required by law. None of the parties hereto shall make any public disclosure of the terms of this Agreement prior to the Closing, except as required by law, such requirement to substantiated by a written opinion of counsel. The parties shall endeavor to make only those press releases or other public disclosures as are required by law; provided, however, that no press release or other public disclosure shall be made without a minimum of hours' prior consultation with the other parties.
Confidentiality; Publicity. Seller, its employees, agents and representatives, shall consider as ▇▇▇▇▇’s "Confidential Information," all non-public information provided by Buyer, all specifications or other documents and works prepared by Seller in connection herewith, the fact that ▇▇▇▇▇ has contracted to purchase G&S from Seller, and all other non-public information relating to this Order. Without Buyer's prior written consent, Seller shall not (a) disclose or use Confidential Information for any purpose other than performing this Order, (b) announce, publicize or discuss with third parties the subject matter of this Order or any works prepared by Seller in connection with this Order, (c) include Buyer’s name or trademarks in any marketing materials or (d) disclose that Buyer is Seller’s customer. The foregoing provisions shall be subject to the terms of any other written agreement executed by the parties relating specifically to confidentiality, non- disclosure and/or publicity.
Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. The Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby.
(b) None of Acquiror, no Company Affiliate or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the Transactions, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law, in which case Acquiror or the Company, as applicable, shall use their reasonable best efforts to coordinate such announcement or communication with the other Party, prior to announcement or issuance; provided, that each Party and its Affiliates may make announcements regarding the status and terms (including price terms) of this Agreement and the Transactions to their respective Representatives and indirect current or prospective limited partners or investors or otherwise in the ordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential without the consent of any other Party; and provided, further, that the foregoing shall not prohibit any Party from communicating with third parties to the extent necessary for the purpose of seeking any third-party consent or with any Governmental Authorities under Section VII.1.
Confidentiality; Publicity. (a) Each Party shall keep confidential and shall not disclose to any Person without prior written consent of the other Party (the “Provider”) the existence or content of this Agreement, all confidential information (irrespective of written, oral or any other form) received prior to, on or after the date hereof by such Party or its representatives and Affiliates (the “Recipient”) from the Provider in relation to this Agreement and the transaction contemplated hereby (the “Confidential Information”); provided, however, that the Recipient may disclose, on a need-to-know basis, Confidential Information to its representatives and Affiliates. The Recipient shall be liable for any breach by its representatives and Affiliates of any of its confidentiality obligations contained herein. Notwithstanding the foregoing, in the event that the Recipient or any of its representatives or Affiliates is requested pursuant to, or required by, applicable Law or legal process (including rules of any national securities exchange) to disclose any Confidential Information, the Recipient shall notify the Provider promptly so that the Provider may seek a protective order or other appropriate remedy or, in the Provider’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained, or that the Provider waives compliance with the terms of this Agreement, the Recipient shall furnish only that portion of the Confidential Information which the Recipient is advised by counsel is required and will exercise all reasonable efforts as are practicable to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding anything to the contrary, however, Seller unconditionally shall be permitted to file with the U.S. Securities and Exchange Commission any information regarding this Agreement or the proposed transaction that they deem advisable in their sole discretion. Notwithstanding anything to the contrary, however, Buyer unconditionally shall be permitted to file with the Superintendencia de Valores y Seguros and Chilean stock exchanges any information regarding this Agreement or the proposed transaction that it deems advisable or required by law in its sole discretion. The obligations under this Section 6.4(a) shall survive until the earlier of (i) the first anniversary of the date of termination of this Agreement, or (ii) the first anniversary of the Closing Dat...
Confidentiality; Publicity. Except as may be required by law or as otherwise permitted or expressly contemplated herein, no party hereto or their respective Affiliates, employees, agents and representatives shall disclose to any third party this Agreement or the subject matter or terms hereof without the prior consent of the other parties hereto. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by any party hereto without the prior approval of the other parties, except that AVS may make such public disclosure which it believes in good faith to be required by law or by the terms of any listing agreement with or requirements of a securities exchange (in which case AVS will consult with an officer of the Company prior to making such disclosure).
Confidentiality; Publicity. Except as may be required by law to comply with applicable governmental regulations or as otherwise permitted or expressly contemplated herein, no party hereto or their respective Affiliates, employees, agents and representatives shall disclose to any third party this Agreement (provided that Purchaser may file this Agreement with the SEC), the subject matter or terms hereof or (except with regard to disclosures by Purchaser of confidential information of the Acquired Company following the Closing) any confidential information or other proprietary knowledge concerning the business or affairs of any other party which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement without the prior consent of the other parties hereto; provided, that any information that is otherwise publicly available (including by reason of Purchaser’s filings with the SEC), without breach of this provision, or has been obtained from a third party without a breach of such third party’s duties, shall not be deemed confidential information. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by any party without the prior written consent of the other parties hereto.