Confidentiality and Nondisclosure Sample Clauses
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Confidentiality and Nondisclosure. (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer relating to the business of Employer and/or its Affiliates (as defined below). Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employer. Employee acknowledges that the provisions of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is bound.
(b) For purposes of this Agreement, "Confidential Information" includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer or any of its Affiliates or customers and (1) is proprietary to, about, or created by Employer or its Affiliates or customers; (2) gives Employer or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer or its Affiliates or customers; and (3) is not typically disclosed by Employer or its Affiliates or customers, or known by persons who are not employed by Employer or its Affiliates or customers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: information not generally available to the general public pertaining to Employer's business operations such as financial and operational information and data, operational plans and strategies, business and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planning.
(c) For purposes of this Agreement, "Training" includes, but is not limited to, specialized an...
Confidentiality and Nondisclosure. (a) Each party (the "Receiving Party") hereby acknowledges that it may be exposed to Confidential Information (as defined herein) of the other party (the "Disclosing Party"). Except as provided herein, the parties further acknowledge that such Confidential Information shall not include the existence of this Agreement, but shall include the terms and conditions of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party protects its own Confidential Information, but in any event using not less than reasonable care.
(b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent of the Disclosing Party. Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive relief.
Confidentiality and Nondisclosure a. Officer acknowledges that in performing the Services hereunder, API may have to disclose to Officer orally and in writing certain confidential information that API considers proprietary and has developed at great expense and effort. As used herein, the term “Confidential Information” means any literary work associated with a motion picture, technical data, marketing, operating, financial, business or any other information, design, process, procedure, formula or improvement in written, printed, graphic, or electronically recorded materials, that is commercially valuable to API and not generally known in the industry. Officer further acknowledges that the Services and any deliverables may incorporate Confidential Information. Officer agrees that all items of Confidential Information are proprietary to API and shall remain the sole property of API.
Confidentiality and Nondisclosure. VENDOR hereby acknowledges that it may be exposed to confidential and proprietary information of RCMLS, including, but not limited to, the SERVICE or SYSTEM, or relating to RCMLS affairs, business information, or other information designated as confidential (“Confidential Information”). VENDOR agrees that it shall not disclose, nor permit any of its agents or employees to disclose, and Confidential Information or proprietary aspect of the SERVICE or product(s) prepared or created by VENDOR for END USERS to any unauthorized third party without first obtaining written consent of RCMLS.
a. Such Confidential Information may not be used by VENDOR in any manner except for the purposes of creating the software products contemplated by this AGREEMENT.
b. VENDOR agrees to protect the confidentiality of RCMLS’s Confidential Information in the same manner it protects the confidentiality of its own proprietary and confidential information of like kind. Access to the Confidential Information shall be restricted to VENDORS’s personnel engaged in creating the software products contemplated by this AGREEMENT. VENDOR agrees to inform such personnel of the confidential nature of the information, that such information is subject to this AGREEMENT, and shall require such personnel to abide by the terms of this AGREEMENT. VENDOR shall not otherwise, in any manner, copy, disclose, publish, release, reproduce, transmit, transfer or make available Confidential Information of RCMLS without RCMLS’s prior written consent.
c. All Confidential Information of RCMLS in the possession of VENDOR, in whatever form such Confidential Information is possessed by VENDOR including copies thereof, shall be returned to RCMLS upon the first to occur: (a) completion of the purpose referred to above, or (b) written request by RCMLS, or (c) termination of this AGREEMENT. VENDOR shall immediately notify RCMLS upon learning of any unauthorized use or disclosure of the Confidential Information of RCMLS.
d. Nothing in this AGREEMENT shall prohibit or limit either party’s use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies) whereby such information was (i) previously known to it, (ii) independently developed by it, (iii) acquired by it from a third party which was not, to the best of VENDOR’s reasonable knowledge, under an obligation to RCMLS not to disclose such information, or (iv) which is or becomes publicly available through no breach by VENDOR ...
Confidentiality and Nondisclosure. LICENSEE agrees that it shall not disclose, nor permit any of its agents or employees to disclose any of the CONFIDENTIAL INFORMATION or any LICENSED DATA to any unauthorized third party without first obtaining the written consent of PROVIDER. LICENSEE shall promptly notify PROVIDER in writing of any suspected non-compliance or breach of the confidentiality provisions of this Agreement, and where a non-compliance or breach occurs, PROVIDER may seek appropriate relief, including damages and injunctive relief, in any court of appropriate jurisdiction. For these purposes, PROVIDER shall hereby be deemed a third party beneficiary or assignee of LICENSEE’s rights and claims and is empowered to prosecute and defend its rights hereunder as against any such non-complying or breaching entity or individual.
Confidentiality and Nondisclosure a. The Participant agrees that he or she will not, other than in performance of his or her duties for the Company or its Subsidiaries, disclose or divulge to Third Parties (as defined below) or use or exploit for his or her own benefit or for the benefit of Third Parties any Confidential Information, including trade secrets. For the purposes of this Agreement, “Confidential Information” shall mean confidential and proprietary information, trade secrets, knowledge or data relating to the Company and its Subsidiaries and their businesses, including but not limited to information disclosed to the Participant, or known by the Participant as a consequence of or through employment with the Company or its Subsidiaries, where such information is not generally known in the trade or industry, and where such information refers or relates in any manner whatsoever to the business activities, processes, services, or products of the Company or its Subsidiaries; business and development plans (whether contemplated, initiated, or completed); mergers and acquisitions; pricing information; business contacts; sources of supply; customer information (including customer lists, customer preferences, and sales history); methods of operation; results of analysis; customer lists (including advertising contacts); business forecasts; financial data; costs; revenues; information maintained in electronic form (such as e-mails, computer files, or information on a cell phone, Blackberry, or other personal data device); and similar information. Confidential Information shall not include any data or information in the public domain, other than as a result of a breach of this Agreement. The provisions of this paragraph shall apply to the Participant at any time during his or her employment with the Company or its Subsidiaries and for a period of two (2) years following his or her Termination of Employment or, if the Confidential Information is a trade secret, such longer period of time as may be permitted by controlling trade secret laws.
Confidentiality and Nondisclosure. Executive agrees that he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information, including personnel information, concerning the business policies of the Company, which he may have learned in connection with his employment hereunder. For purposes of this Agreement, a “trade or business secret, process, method or means, or any other confidential information, including personnel information” shall mean and include information treated either as confidential or as a trade secret by the Company. Executive’s obligation under this Article 4.6 shall not apply to any information which (a) is known publicly; (b) is in the public domain or hereafter enters the public domain without the fault of Executive; (c) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive; or (d) is hereafter disclosed to Executive by a third party not under an obligation of confidence to Company. Executive agrees not to remove from the premises of Company, except as an Executive of Company in pursuit of the business of Company or except as specifically permitted in writing by Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole and exclusive property of Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to Company all such confidential information, including without limitation all lists of lessees, customers, correspondence, employees, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of Company, and no copy of any such confidential information shall be retained by him.
Confidentiality and Nondisclosure. Employer promises to disclose to Employee and Employee acknowledges that in and as a result of his employment by Employer, he will receive, be making use of, acquiring, and/or adding to confidential information of a special and unique nature and value relating to such matters as Employer’s trade secrets and proprietary and confidential business information, including but not limited to, its unique business methods and strategies, processes, product and design development, programs and programming codes, pricing methods, operating techniques and practices, operating and production costs, corporate financial information, customer requirements, customer and supplier information, potential customer lists and marketing techniques, systems, procedures, manuals, confidential reports, the equipment and methods used and preferred by its customers and the fees paid by them, and compilations of information, records, and specifications (all of which are referred to collectively herein as “Confidential Matters”). Employee further agrees that if a third party (e.g., vendors, customers and manufacturers) contracts with Employer, the information obtained or received from a third party including, but not limited to, its patents, copyrights, proprietary information, trade secrets, systems, product development, procedures, manuals, and confidential reports will be treated in the same manner and subject to the same protection as other Confidential Matters. Employee acknowledges that Employer does not voluntarily disclose Confidential Matters, but rather takes precautions to prevent their dissemination except pursuant to suitable confidentiality safeguards. Employee further acknowledges that Confidential Matters (1) are secret and not known in the industry; (2) have been and will be entrusted to Employee because Employee is a fiduciary of Employer; (3) have been and will be developed by Employer and/or Employee for and on behalf of Employer through substantial expenditures of time, effort, and money and are and will be used in Employer’s business; (4) give Employer an opportunity to obtain an advantage over competitors who do not know or use the Confidential Matters; and (5) are of such value and nature as to make it reasonable and necessary for Employee and Employer to protect and preserve the confidentiality and secrecy of the Confidential Matters. Employee acknowledges and agrees that the Confidential Matters are valuable, special, and unique assets of Employer, the disclos...
Confidentiality and Nondisclosure. The Executive will not use or disclose to any individual or entity any Confidential Information (as defined below) except (i) in the performance of Executive’s duties for the Company, (ii) as authorized in writing by the Company, or (iii) as required by subpoena or court order, provided that, prior written notice of such required disclosure is provided to the Company and, provided further that all reasonable efforts to preserve the confidentiality of such information shall be made. As used in this Agreement, “Confidential Information” shall mean information that (i) is used or potentially useful in the business of the Company, (ii) the Company treats as proprietary, private or confidential, and (iii) is not generally known to the public. “Confidential Information” includes, without limitation, information relating to the Company’s products or services, processing, manufacturing, marketing, selling, customer lists, call lists, customer data, memoranda, notes, records, technical data, sketches, plans, drawings, chemical formulae, trade secrets, composition of products, research and development data, sources of supply and material, operating and cost data, financial information, personal information and information contained in manuals or memoranda. “Confidential Information” also includes proprietary and/or confidential information of the Company’s customers, suppliers and trading partners who may share such information with the Company pursuant to a confidentiality agreement or otherwise. The Executive agrees to treat all such customer, supplier or trading partner information as “Confidential Information” hereunder. The foregoing restrictions on the use or disclosure of Confidential Information shall continue after Executive’s employment terminates for any reason for so long as the information is not generally known to the public.
Confidentiality and Nondisclosure. Contractor generated preliminary and final deliverables, all associated working papers, and other material the Government deems relevant in the performance of each task order are the property of the U.S. Government and must be submitted to the task order CO upon request but no later than the dates required in each task order. All documents produced for each task order under this multiple award BPA are the property of the U.S. Government and cannot be reproduced, or retained by the contractor or team (excluding documentation that is intellectual property such as copyrights, software licenses, or patents in existence prior to being developed at government expense). Personnel working on any task orders issued under this multiple award BPA may be required to sign formal non-disclosure and/or conflict of interest agreements to guarantee the protection and integrity of Government and/or contractor information and documents.