Duty to Preserve Confidentiality Sample Clauses

Duty to Preserve Confidentiality. Executive acknowledges that he will be privy to strategic and sensitive business information, and that he will have access to confidential and proprietary information of the Company. Therefore, during the course of Executive’s employment and after such employment ends for any reason, (i) Executive will treat with utmost confidentiality all such strategic and sensitive business information and all such confidential and proprietary information (including, without limitation, “Proprietary Information” as that term is defined in Section 8(b) below), and (ii) except as required to conduct the business of the Company or as authorized in writing by the Company, Executive will not publish, disclose or use such information or authorize anyone else to publish, disclose or use it. Executive acknowledges that, in addition to his duties under this Agreement, he has common law and statutory duties as an employee to preserve the confidentiality of the Company’s trade secrets, and will continue to have such duties after his employment terminates for any reason.
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Duty to Preserve Confidentiality. Except as otherwise provided herein, each Receiving Party agrees, for a period of two (2) years following the termination or expiration of this Framework Agreement, to hold in confidence all Confidential Information furnished by the Disclosing Party, to not disclose any Confidential Information to any third party, and to use Confidential Information solely for purposes of the transactions contemplated by this Framework Agreement and the other Transaction Agreements; provided, that such Confidential Information may be disclosed to Representatives of such Receiving Party as reasonably necessary in connection with the transactions contemplated by this Framework Agreement and the other Transaction Agreements, so long as such Representatives are similarly bound by an obligation of confidentiality (including by means of applicable policies of the Receiving Party).
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Duty to Preserve Confidentiality. Without the prior written consent of the supplying Party, no receiving Party, its officers, agents, or employees shall, in any manner whatsoever for use in any way for its own account or for any third-party disclose or communicate to a third-party, any technical, engineering, manufacturing, business, financial, or other information or know-how (hereinafter referred to as the “Confidential Information”) generated by any Party hereto and acquired directly or indirectly by the other Party. Nothing in this Section 11.2 shall prevent disclosure or use of information: (i) previously known to the receiving Party; (ii) which is or later becomes public knowledge, by publication or otherwise, through no breach of this Agreement by the receiving Party; (iii) which is properly acquired by the receiving Party from a third party having the legal right to disclose such information; (iv) is required to be disclosed by a governmental or judicial authority; or (v) which the receiving Party can demonstrate in writing was independently developed without reference to or reliance upon the other Party’s Confidential Information. No receiving Party shall, in any manner whatever for use in any way for its own account or for the account of any third-party, disclose or communicate to a third-party, any Confidential Information for any purpose except for the purpose for which such Confidential Information was supplied, and such receiving Party shall take every reasonable precaution to protect the confidentiality of such information. Each Party acknowledges that any breach of any obligation under this Section 11.2 is likely to cause or threaten irreparable harm to the other Party, and accordingly, each Party agrees that in such event the non-breaching Party shall be entitled to equitable relief to protect its interests, including, but not limited to, preliminary and permanent injunctive relief.
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Duty to Preserve Confidentiality. Each party shall use its best efforts, including, but not limited to, efforts fully commensurate with those employed by such party for the protection of its own confidential information, to protect the Confidential Information of the other party in such party's possession. Each party shall instruct its employees, agents, directors, officers, and any other person acting on such party's behalf to treat the other party's Confidential Information as confidential.
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Duty to Preserve Confidentiality. Employees must not disclose any confidential information about the Centre or its clients except if:  the disclosure is required by law;  the disclosure is necessary for employees to perform their obligations under this agreement;  the disclosure is reasonably made to a professional legal adviser; and  there is consent given in writing to make the disclosure. These obligations continue after this agreement ends.
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Duty to Preserve Confidentiality. Hartford and Juno agree that the Confidential Information of each party will be held and treated by the other and its Agents in confidence and will not, except as hereinafter provided, without the prior written consent of the affected party, be disclosed by the other party or its Agents in any manner whatsoever, in whole or in part to any person. Moreover, each party further agrees (i) to disclose Confidential Information of the other party only to its Agents who need to know the Confidential Information to further the objectives of this Agreement and who will be advised of this Agreement and agree to be bound by the terms of the Agreement; (ii) that the disclosing party shall be satisfied that such Agents will act in accordance herewith; and (iii) that, in any event, each party shall be responsible for any breach of this Agreement by its Agents. The Hartford further acknowledges that the service agreement pursuant to which Juno provides the Juno Services to the Juno Subscribers (as such may be amended from time to time, the "Service Agreement") embodies certain terms and conditions governing the use of and disclosure by Juno of information relating to the Juno Subscribers. The Hartford acknowledges that, notwithstanding any other term of this Agreement, under no circumstances can Juno be required to provide information to The Hartford about Juno Subscribers in a manner that would violate the restrictions set forth in the Service Agreement or that would violate applicable law or regulation.
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Duty to Preserve Confidentiality. Without the prior written consent of the supplying Party, no receiving Party, its officers, agents, or employees shall, in any manner whatever for use in any way for its own account or for any third party disclose or communicate to a third party, any technical, engineering, manufacturing, business, financial, or other information and know how (hereinafter referred to as the "Confidential Information") generated by any Party hereto and acquired directly or indirectly by any other Party. Nothing in this section 10.2 shall prevent disclosure or use of information (i) already known to any Party; (ii) which is or becomes public knowledge without the fault of any Party; (iii) which is properly acquired by any Party from a third party having the legal right to such information; or (iv) is required to be disclosed by a proper governmental or judicial authority. No receiving Party shall, in any manner whatever for use in any way for its own account or for the account of any third party, disclose or communicate to a third party, any Confidential Information for any purpose except for the purpose of for which such Confidential Information was supplied, and such receiving Party will take every reasonable precaution to protect the confidentiality of such information. Each Party acknowledges that any breach of any obligation under this section 10.2 is likely to cause or threaten irreparable harm to the other Party, and accordingly, each Party agrees that in such event the non-breaching party shall be entitled to equitable relief to protect its interests, including, but not limited to, preliminary and permanent injunctive relief.
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Related to Duty to Preserve Confidentiality

  • Cooperation; Confidentiality Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Fund. Subject to the foregoing, the Sub-Adviser shall treat as confidential all information pertaining to the Fund and actions of the Fund, the Manager and the Sub-Adviser, and the Manager shall treat as confidential and use only in connection with the Series all information furnished to the Fund or the Manager by the Sub-Adviser, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under applicable law, if generally available to the public through means other than by disclosure by the Sub-Adviser or the Manager, or if available from a source other than the Manager, Sub-Adviser or the Fund.

  • General Confidentiality (a) For purposes of this Agreement, “

  • Term of Confidentiality The obligations of this Article 5 shall continue for a period of **** following the expiration or termination of this Agreement.

  • Covenant of Confidentiality All documents, records, files, manuals, forms, materials, supplies, computer programs, trade secrets and other information which comes into EXECUTIVE's possession from time to time during EXECUTIVE's employment by COMPANY and/or any of COMPANY's subsidiaries or affiliates, shall be deemed to be confidential and proprietary to COMPANY and shall remain the sole and exclusive property of COMPANY. EXECUTIVE acknowledges that all such confidential and proprietary information is confidential and proprietary and not readily available to COMPANY's business competitors. On the effective date of the termination of the employment relationship or at such other date as specified by COMPANY, EXECUTIVE agrees that he will return to COMPANY all such confidential and proprietary items (including, but not limited to, Company marketing material, business cards, keys, etc.) in his control or possession, and all copies thereof, and that he will not remove any such items from the offices of COMPANY.

  • Maintenance of Confidentiality Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.

  • Access; Confidentiality (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books and records and personnel; provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component.

  • Waiver of Confidentiality The Borrower authorizes the Bank to discuss the Borrower's financial affairs and business operations with any accountants, auditors, business consultants, or other professional advisors employed by the Borrower, and authorizes such parties to disclose to the Bank such financial and business information or reports (including management letters) concerning the Borrower as the Bank may request.

  • Non-Confidentiality The Seller and the Purchaser hereby acknowledge and agree that subject to Section 6.03 each is authorized to disclose every aspect of this Confirmation and the transactions contemplated hereby to any and all persons, without limitation of any kind, and there are no express or implied agreements, arrangements or understandings to the contrary.

  • Loyalty and Confidentiality a. During the term of this Agreement Executive: (i) shall devote all his time, attention, skill, and efforts to the faithful performance of his duties hereunder; provided, however, that from time to time, Executive may serve on the boards of directors of, and hold any other offices or positions in, companies or organizations which will not present any conflict of interest with the Company and the Bank or any of their subsidiaries or affiliates, unfavorably affect the performance of Executive’s duties pursuant to this Agreement, or violate any applicable statute or regulation and (ii) shall not engage in any business or activity contrary to the business affairs or interests of the Company and the Bank.

  • Non Competition Confidentiality 4.1 During the term of this Agreement, the Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors.

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