Conflict Disclosure and Waiver Sample Clauses

Conflict Disclosure and Waiver. Xxxxxxxxx is the authorized control person for, and will be executing this Assignment on behalf of, Optron, Xxxxxxxx, US Nuclear and US Nuclear Corp., and he is executing this Assignment in his personal capacity as well. To the extent a conflict exists, such a conflict is waived since the interests of the Parties is aligned and this Assignment sets forth the intent of the Parties at the time of consummation of the SPA.
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Conflict Disclosure and Waiver. Each party agrees that they have had an opportunity to participate in the drafting, preparation and negotiation of this Agreement. Each of the parties expressly acknowledges such participation and negotiation in order to avoid the application of any rule construing contractual language against the drafter thereof and agrees that the provisions of this Agreement shall be construed without prejudice to the party who actually memorialized this Agreement in final form. Xxxxxxx Akkashian Xxxxxxxx, P.C. (“PAA”) and its attorneys serve as counsel for the Company. PAA has also served as counsel for the Executive in matters related to the Company and its subsidiaries. PAA has advised the Executive that a conflict of interest exists in PAA representing the Company under this Agreement given its relationship with the Executive. The Executive has been advised to seek independent legal counsel. The Executive has either sought independent legal counsel prior to executing this Agreement, or has had the opportunity to do so, and has elected not to seek independent legal counsel. Either way, the Executive waives any and all conflicts of interest in PAA serving as counsel for the Company under this Agreement, and agrees to release, indemnify and hold PAA harmless from any claims of conflict, or any claims under any theories that could be alleged against PAA.
Conflict Disclosure and Waiver. The Seller acknowledges that the law firm of Xxxxxxx Akkashian Xxxxxxxx, P.C. (the “Firm”) represents the interests of the Buyer in this transaction. The Seller has not sought, or been given, legal advice from the Firm. The Seller has been advised of the conflict of interest in the Firm serving as counsel for the Buyer and as Escrow Agent under the Escrow Agreement, as more thoroughly set forth in the Escrow Agreement, and has knowingly and willingly waived any conflict of interest after having sufficient opportunity to evaluate the conflict.

Related to Conflict Disclosure and Waiver

  • Non-Disclosure and Confidentiality 9.1. All Personal Data received by the Processor from the Controller and/or compiled by the Processor within the framework of this Data Processing Agreement is subject to a duty of confidentiality vis-à-vis third parties.

  • 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.

  • Non-Disclosure and Non-Use of Confidential Information The Employee agrees not to disclose, use, copy or duplicate or otherwise permit the use, disclosure, copying or duplication of any Confidential Information (other than in connection with authorized activities conducted in the course of the Employee’s employment at the Company for the benefit of the Company) during the period of including during his/her employment with the Company or at any time thereafter. The Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information.

  • Nondisclosure and Nonuse of Confidential Information The Executive will not disclose or use at any time during or after the Employment Period any Confidential Information of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive's performance of duties assigned to the Executive pursuant to this Agreement. Under all circumstances and at all times, the Executive will take all appropriate steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft.

  • Confidentiality Undertaking You undertake:

  • Restriction on Disclosure and Use of Confidential Information Participant agrees that Participant shall not, directly or indirectly, use any Confidential Information on Participant’s own behalf or on behalf of any Person other than Company, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Participant further agrees that he/she shall fully cooperate with the Company in maintaining the Confidential Information to the extent permitted by law. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Participant’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Participant shall not be restricted from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Participant shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Participant; and (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Participant shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Participant has made such reports or disclosures.

  • Disclosure and Use 20.2.1 Each Receiving Party agrees that, from and after the Effective Date:

  • DISCLOSURE AGREEMENT Contractors and each employee or subcontractor with access to State Data, as defined in the Master Agreement will be required to sign a standard State non-disclosure agreement if there is not already one on file. SCOPE OF WORK PURPOSE

  • Disclosure and Assignment of Inventions The Executive understands that the Company engages in research and development and other activities in connection with its business and that, as an essential part of the Employment, the Executive is expected to make new contributions to and create inventions of value for the Company. From and after the Effective Date, the Executive shall disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “Inventions”), which the Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Executive’s Employment at the Company. The Executive acknowledges that copyrightable works prepared by the Executive within the scope of and during the period of the Executive’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Executive agrees that all the Inventions shall be the sole and exclusive property of the Company and the Executive hereby assign all his/her right, title and interest in and to any and all of the Inventions to the Company or its successor in interest without further consideration.

  • Non-Disclosure Agreement (i) The Non-Disclosure Agreement between the Parties attached hereto as Exhibit I is incorporated herein (the “Non-Disclosure Agreement”), and the termination date of that agreement is modified such that it will terminate on the later of:

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