Privileged and Confidential Information. 12.1 The Corporation and the Independent Contractor acknowledge that the Corporation has acquired and developed, and will continue to acquire and develop, information related to its business and its industry which is secret and confidential in character and is and will continue to be of great and unique value to the Corporation and its subsidiaries and affiliates. The term "
Privileged and Confidential Information. In order to induce the Seller to contribute the Contributed Interests and to enter into this Agreement, and as a material part of the consideration for this transaction, the Purchaser agrees that the attorney-client privilege with respect to communications between the Company and Foundation Law Group LLP (“Counsel”) prior to Closing, and any work product of Counsel relating to the contribution of the Contributed Interests and any and all matters up to and including the Closing (collectively, “Privileged Information”) shall be deemed the Seller’s and not the Company’s privilege, and such work product shall be deemed to have been prepared on behalf of the Seller and not for the Company for purposes of any dispute that may arise between (i) the Seller and (ii) the Purchaser and/or the Company. The Purchaser further knowingly and irrevocably agrees to waive and to cause the Company to waive any claim that Counsel is disqualified from representing, and agrees that Counsel may represent, the Seller (and may not represent the Company or the Purchaser) in any such dispute. For purposes of this paragraph, the term also includes the Company’s predecessors and successors. All such Privileged Information, whether expressly so labeled or not, shall be delivered to the Seller at the Closing, and to the extent not so delivered shall be deemed to be held in trust by the Company and the Purchaser for the Seller’s sole and exclusive benefit. In addition, all Company documents and communications regarding this Agreement, the subject matter hereof and all transactions related thereto that are not delivered by the Seller or the Company to the Purchaser or any other prospective buyer shall be deemed to be confidential information and the sole and exclusive property of the Seller (“Seller Confidential Information”). Seller Confidential Information shall be delivered to the Seller at Closing and, to the extent not so delivered, shall be deemed to be held in trust by the Company and the Purchaser for the Seller’s sole and exclusive benefit. After Closing, Seller Confidential Information shall not be used by the Purchaser or the Company for any purpose detrimental to the Seller. The Purchaser and the Company acknowledge that the restrictions contained in this Section 10.15 are reasonable and necessary in order to protect the Seller’s legitimate interests and that any violation thereof would result in irreparable injury to the Seller. The Purchaser and the Company therefore acknowl...
Privileged and Confidential Information. Buyer agrees that the Members can assert the attorney-client privilege with respect to communications between the Company and Counsel and any work product of Counsel, in each case, otherwise meeting the requirements of such privilege and primarily relating to this Agreement and the transactions contemplated hereby (collectively, “Privileged Information”), which privileges shall be deemed the Members’ and not the Company’s, and such work product shall be deemed to have been prepared on behalf of the Members and not for the Company for purposes of any dispute that may arise after the Closing between the Members, on the one hand, and Buyer and/or the Company, on the other hand. Buyer further knowingly and irrevocably agrees to waive and to cause the Company to waive any claim that Counsel is disqualified from representing, and agrees that Counsel may represent, the Members (and may not represent the Company or Buyer) in any such dispute. For purposes of this paragraph, the term Company also includes the Company’s predecessors and successors. All such Privileged Information, whether expressly labeled or not, shall be deemed to have been delivered, and may also be delivered to the Members at the Closing. The Members acknowledge that their sole and exclusive remedy with respect to Buyer’s breach of this Section 12.11 shall be to seek injunctive relief.
Privileged and Confidential Information. The Government Agency agrees that all personal information, which is considered privileged and confidential under state law contained within the documents submitted for recording will not be released by the Government Agency to any individual or other legal entity who would not otherwise have authorized access to such information. Any release of information by the Government Agency to any unauthorized individual or other legal entity may result in the Owners terminating this Agreement.
Privileged and Confidential Information. (a) The Company and Xx. Xxxxxxxx acknowledge that the Company has acquired and developed, and will continue to acquire and develop, information related to its business and its industry which is secret and confidential in character and is and will continue to be of great and unique value to the Company and its subsidiaries and affiliates. The term “confidential information” as used in this Agreement shall mean all trade secrets, propriety information and other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by an employee of the Company or received by the Company from an outside source (including Xx. Xxxxxxxx or his agents), which is in the possession of the Company, which is maintained in confidence by the Company or any subsidiary or affiliate of the Company or which might permit the Company or any subsidiary or affiliate of the Company or any of their respective customers to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information, including, without limitation, information concerning the Company’s seasonal product line plans, store and brand image and trade dress developments and strategies, business plans, real estate leasing terms, conditions and plans, occupancy costs, customers, suppliers, designs, advertising plans, marketing plans, merchandising plans, market studies and forecasts, competitive analyses, pricing policies, employee lists, and the substance of agreements with landlords, tenants, subtenants, customers, suppliers and others. The term “confidential information” also includes information that the Company has in its possession from third parties, that such third parties claim to be confidential or proprietary, and which the Company has agreed to keep confidential. However, the term “confidential information” as used in this Agreement shall not include information that is generally known to the public or in the trade as a result of having been disclosed by the Company in a press release or in a filing by the Company with the U.S.
Privileged and Confidential Information. (a) Xxxxxxxx acknowledges and understands that, in assisting Deltagen with the defense of actions under this Agreement, the Parties intend the attorney client privilege and/or attorney-work product to apply to the fullest extent permitted by law ("Privileged Information"). Xxxxxxxx agrees to hold all Privileged Information in confidence and shall not disclose any Privileged Information to any third-party except at the direction of Deltagen's counsel. Deltagen agrees to provide legal representation, at no cost to Xxxxxxxx, for any assistance requested by Deltagen and provided by Xxxxxxxx under this Agreement.
Privileged and Confidential Information. All memoranda, proposals, notes, records or other documents made available to the Consultant by the Corporation, which concern the business activities of the Corporation, shall be the Corporation's property and shall be delivered to it on the termination of this Agreement or at any other time upon its request. The Consultant shall not use for itself or others, or divulge to others, any knowledge, data or other information relating to the Corporation obtained by the Consultant as a result of its consulting services, unless authorized in writing by the Corporation.
Privileged and Confidential Information. 13.1 The Corporation and the Independent Contractor acknowledge that the Corporation has acquired and developed, and will continue to acquire and develop, information related to its business and its industry which is secret and confidential in character and is and will continue to be of great and unique value to the Corporation and its subsidiaries and affiliates. The term “confidential information” as used in this Amended and Restated Agreement shall mean all trade secrets, propriety information and other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by an employee of the Corporation or received by the Corporation from an outside source (including the Independent Contractor), which is in the possession of the Corporation, which is maintained in confidence by the Corporation or any subsidiary or affiliate of the Corporation or which might permit the Corporation or any subsidiary or affiliate of the Corporation or any of their respective customers to obtain a competitive advantage over
Privileged and Confidential Information. The Authorized Submitter agrees that all personal information, which is considered privileged and confidential under state law contained within the documents submitted for recording will not be released by the Authorized Submitter to any individual or other legal entity who would not otherwise have authorized access to such information. Any release of information by the Authorized Submitter to any unauthorized individual or other legal entity may result in the Owners terminating this Agreement. The Authorized Submitter agrees to allow any audit the Owners deem necessary, without prior notification, to ensure privileged and confidential information is not released to an unauthorized party.
Privileged and Confidential Information. Business Associate is not required to disclose the identity of its application reviewers, application reviewers’ or site visit representatives’ notes regarding the review process, and any other privileged or confidential information unless compelled by court order.
