Buyer’s Confidential Information. All Buyer Data and any information that relates to the business, affairs, developments, trade secrets, know-how, personnel, and Suppliers of the Buyer, including all Intellectual Property Rights (IPRs), together with all information derived from any of the above Any other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). 'Buyer Data' Data that is owned or managed by the Buyers. 'Buyer Software' Software owned by or licensed to the Buyer (other than under or pursuant to this Agreement), which is or will be used by the Supplier for the purposes of providing the Services.
Buyer’s Confidential Information. (a) Except as provided in Section 5.3(b) and except as necessary to perform its obligations under this Agreement or the Collateral Agreements, or to enforce its rights hereunder or thereunder or to defend against allegations of breach hereof or thereof, after the Closing Date and for a period of five years thereafter, Seller agrees that it will keep confidential all of Buyer’s Confidential Information that is assigned to Buyer as part of the Purchased Assets.
Buyer’s Confidential Information. Seller Parties acknowledge that during the course of their relationship with Buyer, Seller Parties may become acquainted with certain of Buyer’s Confidential Information (as defined below). In recognition of the foregoing and in addition to any other requirements of confidentiality under applicable law, Seller Parties hereby agree to hold all Buyer’s Confidential Information in strict confidence during the term of this Agreement and for an additional five (5) years thereafter, by using the same degree of care, but in no event less than a reasonable standard of care, as Seller Parties use with respect to their own information of like importance, and shall use such Buyer’s Confidential Information solely in their performance under the terms of this Agreement. For purposes of this Agreement, “Buyer’s Confidential Information” shall mean any and all information, know-how and data, technical or non-technical, whether written, oral, electronic, digital, graphic or otherwise of Buyer that is reasonably considered or treated as confidential and proprietary, and shall include, all business methods; facilities and locations; billing EXHIBIT K policies, procedures, processes and records; any records, memoranda and correspondences dealing with the Business; financial, pricing and operational information, including all insurance records; internal memoranda, emails or correspondence; form agreements, checklists or compliance materials; contracts or agreements executed by or on behalf of Buyer with any person or entity; information regarding business relationships with any third party; suppliers, marketing, and other information, all relating to or useful in the Business and which have not been disclosed to the general public; this Agreement and any agreements contemplated hereby; operational and business systems, policies and procedures; business strategies; business opportunities; customer and patient lists and information; research and technical information; outcomes and related data; and intellectual property, know-how and trade secrets.
Buyer’s Confidential Information. (a) Except (i) as provided in Section 5.3(b) and (ii) with respect to Purchased Confidential Information, as necessary to perform its obligations under this Agreement and the Transaction Documents or to enforce its rights hereunder or thereunder or to defend against allegations of breach hereof or thereof, after the Closing Date and for a period of three (3) years thereafter, Seller agrees that it will not use or disclose, disseminate or otherwise publish, any of Seller’s or its Affiliates’ Confidential Information, other than to Buyer’s Representatives who need to know such Confidential Information for purposes of this Agreement or the Transactions.
Buyer’s Confidential Information. Confidential information shall also include any Project information obtained by Seller from, or disclosed to Seller by, Buyer, its agents or employees, which is considered by Buyer to be proprietary, and is designated by label, stamp, or other written communication by Buyer to Seller that the information or documentation furnished is proprietary and confidential, except such information as was (i) previously known by Seller, free from any obligation to keep it confidential, (ii) publicly disclosed or disclosed without restriction by Buyer to parties other than Buyer's partners, affiliates of partners or lenders or potential lenders for the Project, either prior to or subsequent to the receipt by Seller of such information, or (iii) is developed independently by Seller, its agents or employees without use of Buyer's confidential information. Except as may be authorized by Buyer in writing, Seller shall not disclose to any person, firm, or enterprise, or use for its own benefit other than in the performance of its obligations under this Contract or if required to do so by a court, governmental or regulatory body, any such confidential information of Buyer.
Buyer’s Confidential Information. Seller will keep confidential all information, drawings, specifications or data furnished by Xxxxx and shall not divulge or use such information, drawings, specifications or data for the benefit of any third person or entity or for any purpose other than the performance of this Order. Except as required for the performance of this Order, Seller will not make copies or permit copies thereof to be made without the prior written consent of Buyer; Seller will, upon completion of this Order, return such information, drawings, specifications and data to Buyer and make no further use, either directly or indirectly, of any such data or of any information derived therefrom without obtaining Buyer’s prior written consent.
Buyer’s Confidential Information. All Buyer Data and any information that relates to the business, affairs, developments, trade secrets, knowhow, personnel, and Suppliers of the Buyer, including all Intellectual Property Rights (IPRs), together with all information derived from any of the above Any other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). 'Buyer Data' Data that is owned or managed by the Buyers. 'Buyer Software' Software owned by or licensed to the Buyer (other than under or pursuant to this Agreement), which is or will be used by the Supplier for the purposes of providing the Services. 'CallOff Contract' The legally binding agreement (entered into following the provisions of this Framework Agreement) for the provision of Services made between a Buyer and the Supplier. This may include the Order Form detailing service requirements, term of CallOff Order, start date and pricing. 'Charges' The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under the CallOff Contract. ‘PSN Code of Practice’ Those obligations and requirements for PSN Service Providers wanting to participate in the PSN together with all documents annexed to it and referenced within it, as set out in the code template. ‘Collaboration Agreement’ An agreement between the Buyer and any combination of the Supplier and contractors, to ensure collaborative working in their delivery of the Buyer’s Services and to ensure that the Buyer receives an efficient endtoend GCloud Services. ‘Commencement Date’ For the purposes of the Framework Agreement, commencement date shall be as outlined in Section 1 The Appointment within this Framework Agreement. For the purposes of the CallOff Contract, commencement date shall be as set in the Order Form. 'Commercially Sensitive Information' Information, which CCS has been notified about, (before the start date of the Framework Agreement) or the Buyer (before the CallOff Contract start date) with full details of why the Information is deemed to be commercially sensitive. ‘Comparable Supply’ The supply of services to another Buyer of the Supplier that are the same or similar to any of the Services ‘Confidential Information’ CCS's Confidential Information or the Supplier's Confidential Information, which may include (but is not limited to): ● any information that relates to the business, affairs, developments, trade secrets, knowhow, personnel,...
Buyer’s Confidential Information. In connection with this transaction, Seller has requested and may request from Buyer certain documents and other information relating to Buyer which Buyer considers to be confidential (collectively, "Buyer's Confidential Information"). All of Buyer's Confidential Information shall at all times be the property of Buyer. Seller and Xxxxx Oil shall obtain no rights in any of Buyer's Confidential Information, except as otherwise required to enforce the terms hereof. Seller agrees as follows:
Buyer’s Confidential Information. Seller must at all times keep secret and confidential, and must not use, divulge or disclose any information relating to Buyer or its business (which is disclosed to the recipient by Buyer, its representatives or advisers), this Agreement or any Ancillary Agreement or the terms of the transaction other than to the extent that: (i) Seller is required to disclose the information by applicable law or the rules of any recognized stock exchange on which its shares or the shares of any of its Affiliates are listed, provided that the Seller has consulted with Buyer as to the form and content of the disclosure; (ii) the disclosure is made by Seller to its financiers or lawyers, accountants, investment bankers, consultants or other professional advisers only to the extent necessary to enable Seller to properly perform its obligations under this Agreement or to conduct its business generally, in which case Seller must ensure that such persons keep the information secret and confidential and do not divulge or disclose the information to any other person; or (iii) the disclosure is required for use in legal proceedings regarding this Agreement or the Asset Purchase.
Buyer’s Confidential Information. (a) Except as provided in Section 6.3(b) and except as necessary to perform its obligations under the Collateral Agreements, after the Closing Date and for a period of five (5) years thereafter, AMCC and each Selling Subsidiary agrees that it will keep confidential all of Buyer’s and its Affiliates’ Confidential Information that is conveyed to Buyer as part of the Purchased Assets or is assigned as part of the Assumed Liabilities or is otherwise exposed to it in the course of the transactions contemplated hereby, including, for purposes of this Section 6.3, information about the Storage Business’s business plans and strategies, marketing ideas and concepts, especially with respect to unannounced products and services, present and future product plans, pricing, volume estimates, financial data, product enhancement information, business plans, marketing plans, sales strategies, customer information (including customers’ applications and environments), market testing information, development plans, specifications, customer requirements, configurations, designs, plans, drawings, apparatus, sketches, software, hardware, data, prototypes, connecting requirements or other technical and business information.
