Confidentiality Obligations of the Parties Sample Clauses
Confidentiality Obligations of the Parties. From and after the Closing Date, each of the Owners and the Seller will, and will cause its Affiliates to, treat and hold as confidential, and not disclose any of the Confidential Information of the Seller or the Business to any Person. In the event that the Seller, the Owners or their Affiliates are requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process or as otherwise required by law) to disclose any Confidential Information of the Seller or the Business, the Seller will notify NMHC and the Purchaser promptly of the request or requirement so that NMHC and the Purchaser may seek an appropriate protective order or waive compliance with the provisions of this Section 5.07. If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller, the Owners or their Affiliates are, on the advice of counsel, compelled to disclose any Confidential Information of the Seller or the Business to any tribunal or else stand liable for contempt, they may disclose such Confidential Information of the Seller or the Business to the tribunal; provided, however, that the Seller shall use its commercially reasonable efforts to obtain, at the request of NMHC and the Purchaser, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information of the Seller or the Business required to be disclosed as NMHC and the Purchaser shall designate. The foregoing provisions shall not apply to any Confidential Information of the Seller or the Business that is generally available to the public immediately prior to the time of disclosure.
Confidentiality Obligations of the Parties. The confidentiality obligations of the parties from the time of the execution of this Agreement are contained in EXHIBIT A.
Confidentiality Obligations of the Parties. Each of the Parties shall maintain the utmost confidentiality and not use for any purposes other than for purposes set out herein, the contents of this Agreement and any other information exchanged between the Parties, provided however nothing contained herein shall affect the ability of the Parties to make disclosure to any governmental authority or any other Person under the provisions of applicable law. Nothing in this Clause shall restrict any Party from disclosing Confidential Information for the following purposes:
Confidentiality Obligations of the Parties. (1) During the negotiations in connection with this Agreement and at any time during the term of the JVCO, a Party to the JVCO may disclose its proprietary information and other information deemed confidential by it to the other Parties. Moreover, during the term hereof, the Parties to the JVCO may from time to time obtain the confidential information and proprietary information regarding the operation of the JVCO. The Parties to the JVCO receiving such information undertake:
(a) to keep such information confidential;
(b) not to disclose such information to any person or entity, except any disclosure to any employees who have the need to know such information for performing their duties and to any intermediaries who act for the benefit of the Parties; and
(c) not to use such information unless for the benefit of the JVCO.
(2) The information set forth in sub-clause (1) above shall not include:
(a) any information that is shown by documentary evidence to have been known by the receiving Party prior to disclosure by the disclosing Party;
(b) any information that is disclosed in a legitimate manner or is shown by evidence that access to such information is made available to the public in a legitimate manner;
(c) any information that is shown by evidence that the receiving Party obtains such information from a third party who has no confidentiality obligations regarding such information; or
(d) any information independently developed by the receiving Party without reference to the information disclosed by the disclosing Party.
(3) The Parties to the JVCO shall inform the responsible persons, directors, officers and other employees receiving such information of the existence of the obligations set forth in the sub-clause (1) above and the importance to comply with those obligations.
(4) The provisions of sub-clause (1) above are not applicable to any disclosure required by laws and regulations or under the requirements of the U.S. Securities and Exchange Commission or New York Stock Exchange, but the disclosing Party shall, within a reasonable period of time prior to such disclosure or filing, consult with the other Party in connection thereto (a consent shall not be unreasonably withheld by a Party to the JVCO) and to the extent permitted by the applicable laws, regulations and regulatory requirements, use commercially reasonable efforts to seek from the third party requiring such disclosure any covenants on confidentiality. Notwithstanding the foregoing provi...
Confidentiality Obligations of the Parties. (1) Herewith COMPANY undertakes towards XXXXX-HYDRAULIK group (affiliated companies) to keep secret and confidential all business secrets of XXXXX-HYDRAULIK which have become known to COMPANY in the course of the cooperation between the Parties and not to use such business secrets for its own commercial purposes outside the frame of the Project described above between XXXXX-HYDRAULIK and COMPANY. COMPANY indemnifies XXXXX- HYDRAULIK for all damages arising out of the breach of this confidentiality agreement.
(2) Herewith XXXXX-HYDRAULIK undertakes towards COMPANY to keep secret and confidential all business secrets of COMPANY which have become known to XXXXX-HYDRAULIK in the course of the cooperation between the Parties and not to use such business secrets for its own commercial purposes outside the frame of the Project described above between XXXXX- HYDRAULIK and COMPANY. XXXXX-HYDRAULIK indemnifies COMPANY for all damages arising out of the breach of this confidentiality agreement.
(3) Both parties shall have the right to provide their respective subsidiaries and affiliated companies in the sense of § 15 ff AktG (German Stock Corporation Act) with confidential information received from the other party as far as necessary or useful for the cooperation between the parties. The parties guarantee that their respective subsidiaries and affiliated companies in the sense of § 15 ff AktG (German Stock Corporation Act) shall comply with the secrecy obligations under this agreement.
Confidentiality Obligations of the Parties. (a)
(a) Each party (except the Department) shall keep all information obtained from any other party either before or after the date of this Agreement confidential, in accordance with the terms of that certain Confidentiality Agreement, dated as of October 9, 2000, between NMHC and the Seller.
(b) From and after the Closing Date, each of the Owners, the Seller and the Department will, and will cause their Affiliates to, treat and hold as confidential, and not disclose any of the Confidential Information to any Person. In the event that the Department, the Seller, the Owners or their Affiliates are requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process or as otherwise required by law) to disclose any Confidential Information, the Seller will notify NMHC and the Purchaser promptly of the request or requirement so that NMHC and the Purchaser may seek an appropriate protective order or waive compliance with the provisions of this Section 5.10. If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller, the Owners or their Affiliates are, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, they may disclose the Confidential Information to the tribunal; provided, however, that the Seller shall use its reasonable best efforts to obtain, at the request of NMHC and the Purchaser, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as NMHC and the Purchaser shall designate. The foregoing provisions shall not apply to any Confidential Information which is generally available to the public immediately prior to the time of disclosure.
(c) Notwithstanding anything herein to the contrary, neither NMHC nor the Purchaser shall have any obligation with respect to Confidential Information of the Business after the Closing Date.
Confidentiality Obligations of the Parties. (a) Neither party shall publish, or cause to be published, any information regarding this procedure.
(b) The decision rendered by the Adjudicator pursuant to paragraph 6.1. above if nonbinding shall be kept in confidence by the parties and shall not be admissible in any litigation.
Confidentiality Obligations of the Parties. Each party will hold, and will cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence all documents and information concerning the other party obtained from the other party either before or after the date of this Agreement in accordance with the terms of that certain Confidentiality Agreement, dated as of July 11, 2006, as amended, between the Purchaser and the Company.
Confidentiality Obligations of the Parties. Except as otherwise authorized under the PFA and except as otherwise provided for under the California Public Records Act, Each of Xxxx and Gensler and the Xxxx and Gensler Affiliates shall not use, copy, sell, transfer, publish, disclose, display, or otherwise make any of the County's Confidential Information available to any third party without the prior written consent
Confidentiality Obligations of the Parties. 9.1 Licensee shall receive and retain the Know-How and Improvements received pursuant to this Agreement in confidence and shall not publish or disclose the same to any third party (other than Vendors and third parties who manufacture, assemble or sell the Licensed Product on behalf of Licensee) without the prior written consent of Queens, except as may reasonably be required to use the Know-How or Improvements as contemplated hereby and except as may be required by any court of competent jurisdiction or governmental authority after all of Queens' rights to appeal or contest have either been exhausted or waived, or in the circumstance where the Know-How or Improvements have come into the public domain through no fault of Licensee or where Licensee obtained the Know-How or Improvement from a third party that has no obligation of confidentiality with respect thereto.
9.2 Queens shall receive and retain certain information labeled as "confidential" from Licensee in connection with the requirements and acts contemplated in this Agreement and shall not publish or disclose the same to any third party without the prior written consent of Licensee, except as may be required by any court of competent jurisdiction or governmental authority after all of Licensee's rights to appeal or contest have either been exhausted or waived, or in the circumstances where the confidential information has come into the public domain through no fault of Queens.