Client’s Confidential Information. Neither Party shall be under any obligation to disclose confidential Client information to the other Party without the Client's written consent. The Parties shall use all commercially reasonable efforts to obtain such consent from a Client where disclosure of such Client's confidential information appears reasonably necessary to fulfill the purposes of this Agreement. If either Party discloses confidential Client information to the other Party without notifying the other Party in writing that such information is confidential, the disclosing Party shall defend and indemnify the other Party for any third party liability arising from such disclosure.
Client’s Confidential Information. Without limiting the generality of Confidential Information, Client’s Data and any Client technology, methodologies, products, business information or information about Client’s customers or vendors shall be treated as Confidential Information and shall not be disclosed, sold, assigned, leased, or otherwise made available to any third party or entity by OneNeck without Client consent, except to OneNeck’s employees who require such information to perform their duties.
Client’s Confidential Information. The Parties agree that, during the course of providing the Products and Services, COMPANY may have access to information concerning the COMPANY of CLIENT or information relating to its operations, coding, billing, patients, staff, or internal processes that may reasonably be considered confidential and proprietary (“CLIENT Confidential Information”). COMPANY must protect the CLIENT Confidential Information and treat it as confidential. COMPANY must take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, but in no event less than reasonable care, to keep confidential the CLIENT Confidential Information. COMPANY may disclose CLIENT Confidential Information or materials to its Subsidiaries, employees or subcontractors (whether or not Resources) on a need-to-know basis. COMPANY and its Subsidiaries, employees, and subcontractors must not divulge, disclose, or communicate in any manner CLIENT Confidential Information to any third party without the prior written consent of CLIENT. But, if COMPANY or any of its Subsidiaries is required by a valid legal order or subpoena to disclose any CLIENT Confidential Information, COMPANY may disclose the CLIENT Confidential Information if, before the disclosure, COMPANY notifies CLIENT of these requirements so that CLIENT can seek a protective order or other remedy at its own cost and expense.
Client’s Confidential Information. “Confidential Information” is defined as business information, strategies, technical data, information, and/or other proprietary information of the Client directly relating to the SOW that is not disclosed to the public in the ordinary course of business and is clearly marked as “Confidential Information.” CU Denver will not use said Confidential Information, except for the purpose of performing its obligation under this Agreement, and will not disclose to third parties said Confidential Information except upon written permission of the Client or where otherwise required by law, regulation, or court order. Client is and shall remain the owner of said Confidential Information and upon completion of an SOW, CU Denver will return Confidential Information to Client, except that CU Denver may retain one copy thereof for archival purposes. The provisions relating to confidentiality will remain in effect for three (3) years from the date of termination of this Agreement. CU Denver’s obligations relating to “Confidential Information” shall not extend to information: 1) which is required by law, regulation, or court order to be disclosed (Client acknowledges that CU Denver is subject to the Colorado Public Records Act (C.R.S. §§ 00-00-000, et seq.); 2) which is in or becomes publically available from a source other than CU Denver; 3) which was independently known or developed by CU Denver or already possessed by CU Denver at the time of disclosure; and/or 4) which came from a third party source not under obligation to the Client to maintain confidentiality thereof.
Client’s Confidential Information. 7. Phase II - Development and installation of the software Phase III - Acceptance and delivery of the software c. A lawyer can help discuss such remedies, discuss the implications, and draft the language describing the terms of the remedy. This is a unilateral prevailing party clause limited to actions for fees in order to make it financially feasible for developer to attempt to collect unpaid amounts. A lawyer can help determine whether this clause is advisable. 10. This section illustrates one approach to confidentiality clauses, but the clause you use should be tailored to your company’s specific situation.
Client’s Confidential Information. ACRO acknowledges that it or its Assigned Employees may be given access to or acquire information which is proprietary to or confidential to Client or its affiliated companies and their clients and customers. Any and all such information obtained by ACRO shall be deemed to be confidential and proprietary information. ACRO agrees that during the term of this Agreement and any time thereafter it will not use or disclose to any person or company (except under the authority of Client or if ordered to do so by a Court of competent jurisdiction) any confidential information obtained during the term of this Agreement for any reason or purpose. ACRO also agrees that it will use due care and diligence to prevent any unauthorized use or disclosure of such information.
Client’s Confidential Information. Client’s Confidential Information shall include (1) any personally identifiable information or protected health information of Client employees or Client customers and (2) any information stored on Client System (herein referred to as “Client Data”). Client acknowledges and agrees that these Terms do not constitute a Business Associates Agreement (“BAA”) as that term is defined in the Health Insurance Portability and Accountability Act (HIPAA; Pub.L. 104–191, 110 Stat. 1936, enacted August 21, 1996 and as amended), and that the requirement for any such agreement in addition to these Terms may be necessary to provide the Services hereunder. Client acknowledges and agrees that Third-Party Service Providers (defined in Section 1.3 above) and Third-Party Product Vendors (defined in Section 1.4 above) are not parties to any SOW, these Terms or other agreement with CNS unless specifically agreed in writing and Client must obtain a separate BAA with the Third-Party Service Provider or Third- Party Product Vendor. Client shall be solely responsible for the consequences, if any, of moving forward with the Services hereunder without such a BAA and shall be the sole judge of the necessity for a BAA in addition to these Terms. Furthermore, Client hereby agrees to defend, indemnify and hold harmless CNS and any affiliated company, and CNS’s respective present and former shareholders, officers, directors and employees and its attorneys and agents, and CNS’s predecessors, successors, insurers, assigns, heirs, executors and administrators (collectively referred to as the "Indemnitee"), from and against any and all claims, demands, causes of action, actions, judgments, liabilities, losses, costs and expenses, including attorneys' fees and costs, as they occur, brought against, imposed upon, or incurred or suffered by, the Indemnitee which in any way relate to the failure of Client to comply with these Terms in proper handling of protected health information to the extent (a) not caused by CNS’s gross negligence (b) not caused by the absence of any necessary BAA, and/or (c) not caused by Client’s failure to notify CNS of the necessity of a BAA.
Client’s Confidential Information. “Confidential Information” is defined as business information, strategies, technical data, information, trade secrets and/or other proprietary information of the Client relating to the product or process that is a part of the SOW that is not disclosed to the public in the ordinary course of business and is marked as “Confidential Information.” KUCR will not use said Confidential Information, except for the purpose of performing its obligation under this Agreement, and will not disclose to 3rd parties said Confidential Information except upon written permission of the Client or where otherwise required by law. Client is and shall remain the owner of said Confidential Information and upon completion of the SOW, KUCR will return Confidential Information to Client, except that KUCR may retain one copy thereof for archival purposes. The provisions relating to confidentiality will remain in effect for three (3) years from the date of termination of this Agreement. KUCR’s obligations relating to “Confidential Information” shall not extend to information: which is required by law to be disclosed; which is in or comes into the public domain from a source other than KUCR; which was independently known or developed by KUCR or already possessed by KUCR at the time of disclosure; and/or which came from a third-party source not under obligation to the Client to maintain confidentiality thereof.
Client’s Confidential Information. All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Developer and will not be disclosed or used by Developer except to the extent that such disclosure or use is reasonably necessary to the performance of the Work.
Client’s Confidential Information. Client’s “Confidential Information” shall include any passwords used in connection with the Website, all server logs, all Work Product documents, drafts, mock ups, exhibits and/or documents related, business practices of Client, Client product information, manufacturing process, delivery process, market research data, employee information, Client/user information, intellectual property, intellectual design, business practices, or any Client Content which Client designates as confidential, and any other materials of Client which Client designates as confidential or proprietary. Confidential Information also includes the Work Product itself
