Confidential Information. During the term of this Agreement and thereafter Consultant # will not use or permit the use of Client’s Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, # will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and # will not disclose such Confidential Information to any third parties except as set forth in this section and in Section 9 below. Consultant will protect Client’s Confidential Information from unauthorized use, access or disclosure in the same manner as Consultant protects its own confidential information of a similar nature, but in no event will it exercise less than reasonable care. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Client and Consultant, nothing in this Agreement shall limit Consultant’s right to report possible violations of law or regulation with any federal, state, or local government agency. “Confidential Information” as used in this Agreement means all information disclosed by Client to Consultant prior to or during the term of this Agreement that is not generally known in Client’s trade or industry and will include, without limitation: # concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Client or its subsidiaries or affiliates; # trade secrets, drawings, inventions, know-how, software programs, and software source documents; # information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers: # existence of any business discussions, negotiations or agreements between the parties; and # any information regarding the skills and compensation of employees, contractors or other agents of Client or its subsidiaries or affiliates. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Client or Consultant in the course of Client’s business. Confidential Information does not include, and the restrictions on disclosure and use set forth herein shall not apply to, information that # is or becomes generally available to the public or the industry in which Client operates other than as a result of a breach by Consultant of its confidentiality obligations hereunder, # is disclosed to Consultant by a third party without restrictions on disclosure, or # was in Consultant’s lawful possession without obligation of confidentiality prior to the disclosure and was not obtained by Consultant either directly or indirectly from Client. In addition, this section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that Consultant will first have given notice to Client (if not legally prohibited from doing so) to enable Client, at Client’s expense, to resist such disclosure or obtain a protective order if it so chooses. All Confidential Information furnished to Consultant by Client is the sole and exclusive property of Client or its suppliers or customers. Upon request by Client, Consultant agrees to promptly deliver to Client the original and any copies of the Confidential Information. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: # in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or # in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Confidential Information. DuringInformation; Confidentiality. The Client recognizes and confirms that Consultant, in acting pursuant to this engagement, will be using information in reports and other information provided by others, including, without limitation, information provided by or on behalf of the termClient, and that Consultant does not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of this Agreementany such reports and thereafterinformation. The Client hereby warrants that any information relating to the Client that is furnished to Consultant #by or on behalf of the Client will be fair, accurate and complete in all material respects and will not usecontain any material omissions or permitmisstatements of fact. The Client agrees to fully cooperate with Consultant in all reasonable requests for information and in Consultants efforts to perform services for the use of Client’sClient. All information that the Client provides to Consultant which is not publicly available is deemed confidential (Confidential Information). Consultant will not disclose any Confidential Information to any person without the prior written consent of the Client, provided that Consultant may disclose such Confidential Information # to its advisors, representatives and employees assisting Consultant in any manner or for any purpose not expressly set forth in this Agreement, # will holdproviding the services hereunder so long as they are obligated to maintain the confidentiality of such Confidential Information in confidence and protect it from unauthorized use and disclosure, andaccordance with the terms hereof, # will not disclose such Confidential Information to any third parties except as set forth in this section and in Section 9 below. Consultant will protect Client’s Confidential Information from unauthorized use, access or disclosure inparty that has signed a confidentiality agreement approved by the same manner as Consultant protects its own confidential information ofClient, # pursuant to a similar nature, but in no event will it exercise less than reasonable care. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Client and Consultant, nothing in this Agreement shall limit Consultant’s right to report possible violations of law or regulation with any federal, state, or local government agency. “Confidential Information” as used in this Agreement means all information disclosedvalid court order by Client to Consultant prior to or during the term of this Agreement that is not generally known in Client’s trade or industry and will include, without limitation: # concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Client or its subsidiaries or affiliates; # trade secrets, drawings, inventions, know-how, software programs, and software source documents; # information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers: # existence of any business discussions, negotiations or agreements between the parties; and # any information regarding the skills and compensation of employees, contractors or other agents of Client or its subsidiaries or affiliates. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Client or Consultant in the course of Client’s business. Confidential Information does not include, and the restrictions on disclosure and use set forth herein shall not apply to, information that # is or becomes generally available to the public or the industry in which Client operates other than as a result of a breach by Consultant of its confidentiality obligations hereunder, # is disclosed to Consultant by a third party without restrictions on disclosure, or # was in Consultant’s lawful possession without obligation of confidentiality prior to the disclosure and was not obtained by Consultant either directly or indirectly from Client. In addition, this section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however,agency, or as otherwise required by law, or as necessary to establish the rights of either party under this Agreement, provided that Consultant will first have given noticeshall to the extent permitted by such court or regulatory agency, promptly notify the Client (if not legally prohibited from doing so)of receipt of any such order and provide the Client a reasonable period of time in which to enable Client, at Client’s expense, to resistoppose such disclosure or obtain a protective order before responding, # if it so chooses. Allsuch Confidential Information furnished tois or becomes in the public domain not through any breach hereof by Consultant, or # if Consultant by Client is the sole and exclusive property of Client or its suppliers or customers. Upon request by Client, Consultant agrees to promptly deliver to Client the original and any copies of the Confidential Information. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), Consultant willreceives such information from a third party not be held criminally or civilly liable under any federal or state trade secret law for the disclosureduty of a trade secret that is made: # in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or # in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. confidentiality.
Confidential Information. DuringConsultant shall not, at any time during or after the term of this Agreement and thereafter Consultant # will not use or permit theConsulting Period, make use of Client’s Confidential Information inor disclose, directly or indirectly, any manner# trade secret or for any purpose not expressly set forth in this Agreement, # will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and # will not disclose such Confidential Information to any third parties except as set forth in this section and in Section 9 below. Consultant will protect Client’s Confidential Information from unauthorized use, accessother confidential or disclosure in the same manner as Consultant protects its own confidentialsecret information of a similar nature, but in no event will it exercise less than reasonable care. Notwithstanding the foregoingCompany or anything to the contrary in this Agreement or any# other agreement between Client and Consultant, nothing in this Agreement shall limit Consultant’s right to report possible violations of law or regulation with any federal, state, or local government agency. “Confidential Information” as used in this Agreement means all information disclosed by Client to Consultant prior to or during the term of this Agreement that is not generally known in Client’s trade or industry and will include, without limitation: # concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Client or its subsidiaries or affiliates; # trade secrets, drawings, inventions, know-how, software programs, and software source documents; # information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers: # existence of any business discussions, negotiations or agreements between the parties; and # any information regarding the skills and compensation of employees, contractors or other agents of Client or its subsidiaries or affiliates. Confidential Information also includestechnical, business, proprietary or confidentialfinancial information of any third party who may disclose such information to Client or Consultant in the course of Client’s business. Confidential Information doesCompany not include, and the restrictions on disclosure and use set forth herein shall not apply to, information that # is or becomes generally available to the public generally or to the industrycompetitors of the Company (“Confidential Information”), except to the extent that such Confidential Information # becomes a matter of public record or is published in which Client operatesa newspaper, magazine or other periodical available to the general public, other than as a result of a breach by Consultantany act or omission of its confidentiality obligations hereunder,Consultant, # is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that Consultant gives prompt notice of such requirement to Consultant by a third party without restrictions on disclosure,the Company to enable the Company to seek an appropriate protective order, or # was inis necessary to perform properly Consultant’s lawful possession without obligation of confidentiality prior to the disclosure and was not obtained by Consultant either directly or indirectly from Client. In addition,duties under this section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that Consultant will first have given notice to Client (if not legally prohibited from doing so) to enable Client, at Client’s expense, to resist such disclosure or obtain a protective order if it so chooses. All Confidential Information furnished to Consultant by Client is the sole and exclusive property of Client or its suppliers or customers. Upon request by Client, Consultant agrees to promptly deliver to Client the original and any copies of the Confidential Information. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: # in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or # in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Agreement.
Confidential Information. During the term of this Agreement and thereafter Consultant # willYou shall not use or permit the use of Client’s Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, # will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and # will notor disclose such Confidential Information to any third parties except as set forth in this section and in Section 9 below. Consultant will protect Client’s Confidential Information from unauthorized use, access or disclosure in the same manner as Consultant protects its own confidentialparty any information of a similar nature, but in no event will it exercise less than reasonable care. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Client and Consultant, nothing in this Agreement shall limit Consultant’s right to report possible violations of law or regulation with any federal, state, or local government agency. “Confidential Information” as used in this Agreement means all information disclosed by Client to Consultant prior to or during the term of this Agreement that is not generally known in Client’s trade or industry and will include, without limitation: # concepts and ideas relating to the development and distribution of content in any medium or toCompany, the current, future and proposed products or services of Client or its subsidiaries or affiliates; # trade secrets, drawings, inventions, know-how, software programs, and software source documents; # information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers: # existence of any business discussions, negotiations or agreements between the parties; and # any information regarding the skills and compensation of employees, contractorsCompany’s clients or other agents of Clientparties with which the Company has a relationship, or its subsidiaries or affiliates. that may provide the Company with a competitive advantage (“Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Client or ConsultantInformation”), other than # in the courseperformance of Client’your duties under this Agreement consistent with the Company’s business. Confidential Information does not include, and the restrictions on disclosure and use set forth herein shall not apply to, information that # is or becomes generally available to the public or the industry in which Client operates other than as a result of a breach by Consultant of its confidentiality obligations hereunder, # is disclosed to Consultant by a third party without restrictions on disclosure,policies or # was in Consultant’s lawful possession without obligation of confidentiality prior to the disclosure and was not obtained by Consultant either directly or indirectly from Client. In addition, this section will notas may otherwise be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority;legal process; provided, however, that Consultant will firstnothing in the foregoing prohibits you from reporting what you in good faith believe to be violations of federal law to any governmental agency you in good faith believe to have given notice to Client (if not legally prohibitedresponsibility for enforcement of such law or from doing so) to enable Client, at Client’s expense, to resist suchmaking any other disclosure or obtain a protective order if it so chooses. All Confidential Information furnished to Consultant by Clientthat is protected under the sole and exclusive propertywhistleblower protections of Client or its suppliers or customers. Upon request by Client, Consultant agrees to promptly deliver to Clientfederal law. Additionally, you are hereby notified that the original and any copiesimmunity provisions in [Section 1833] of title 18 of the Confidential Information. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), Consultant will notUnited States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for theany disclosure of a trade secret that is made:made # in confidence to a federal, state,state or local government official,officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of law; orthe law, # under seal in a complaint or other document filed in a lawsuit or other proceeding, or # to your attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order. Confidential Information shall include, without limitation, trade secrets; inventions (whether or not patentable); technology and business processes; business, product or marketing plans; negotiating strategies; sales and other forecasts; financial information; client lists or other intellectual property; information relating to compensation and benefits; public information that becomes proprietary as a result of the Company’s compilation of that information for use in its business; documents (including any electronic record, videotapes or audiotapes) and oral communications incorporating Confidential Information. You shall also comply with any and all confidentiality obligations of the Company to a third party of which you are aware, whether arising under a written agreement or otherwise. Information shall not be deemed Confidential Information if such filingit is made under seal. or becomes generally available to the public other than as a result of an unauthorized disclosure or action by you or at your direction.
Confidential Information. DuringPROTECTION OF COMPANYS CONFIDENTIAL INFORMATION. Consultant acknowledges that it shall have access to the termCompanys trade secrets and other nonpublic information belonging to the Company, its affiliated companies, partners, joint ventures, or clients in connection with the performance of this AgreementAgreement, including, without limitation, trade secrets, know-how, business plans, information and thereafterknowledge pertaining to products, services, inventions, discoveries, improvements, innovations, designs, ideas, manufacturing, advertising, marketing, vendors, distribution and sales methods, sales and profit figures, pricing, cost structure, customer and client lists and relationships between the Company and dealers, distributors, sales representatives, customers, clients, suppliers and others who have business dealings with them (collectively, Confidential Information). Consultant # will not use or permit the use of Client’s Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, # will holdshall at all times maintain such Confidential Information in strict confidence and protectshall not divulge it from unauthorized use and disclosure, and # will not disclose such Confidential Information to any third parties except as set forth in this section and in Section 9 below. Consultant will protect Client’s Confidential Information from unauthorized use, access or disclosure inshall not use it for purposes outside the same manner as Consultant protects its own confidential information of a similar nature, but in no event will it exercise less than reasonable care. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Client and Consultant, nothing in this Agreement shall limit Consultant’s right to report possible violations of law or regulation with any federal, state, or local government agency. “Confidential Information” as used in this Agreement means all information disclosed by Client to Consultant prior to or during the termscope of this Agreement that is not generally known in Client’s tradewithout the prior written consent of the Company. Under no circumstances will Consultant convert Confidential Information for personal use, gain, or industry and will include, without limitation: # concepts and ideas relating to the development and distribution of content in any mediumbenefit or to the current, future and proposed productspersonal use, gain or services of Client or its subsidiaries or affiliates; # trade secrets, drawings, inventions, know-how, software programs, and software source documents; # information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers: # existence of any business discussions, negotiations or agreements between the parties; and # any information regarding the skills and compensation of employees, contractors or other agents of Client or its subsidiaries or affiliates. Confidential Information also includes proprietary or confidential informationbenefit of any third party who may disclose such information to Client orunless the Company has expressly authorized Consultant in the course of Client’s business. Confidential Information does not include, and the restrictions on disclosure and use set forth hereinwriting to do so. This paragraph shall not apply to,to Confidential Information if: # the information that # is or becomes generally available to the public or the industry in which Client operates other than as a result of a breach by Consultant of its confidentiality obligations hereunder, # is disclosed to Consultant by a third party without restrictions on disclosure, or # was in Consultant’Consultants lawful possession without obligation of confidentialitypossession, as shown by written records, prior to the disclosuretime that the Company disclosed it to Consultant and was not obtained by Consultant either directly or indirectly from Client. In addition,the Company, # the information is or later becomes a part of the public domain through no act or omission on the part of Consultant, or # the information is obtained by Consultant from a third party who did not receive the same, directly or indirectly, from the Company. Consultant further agrees that Consultant will not, without the prior written consent of the Company, disclose to any third party or use for purposes outside of the scope of this section will not be construed to prohibit disclosureAgreement any information conceived, developed or prepared by Consultant in the performance of Confidential Informationthis Agreement, except to the extent that such disclosure is required by lawsaid information falls within one of the categories described in [(b) or valid order of a court or other governmental authority; provided, however,(c) above]. At any time that the Company requests Consultant will first have given notice to Client (ifdo so, Consultant shall immediately return to the Company all documents containing Confidential. Information and shall not legally prohibited from doing so) to enable Client, at Client’s expense, to resist such disclosure or obtain a protective order if it so chooses. All Confidential Information furnished to Consultant by Client is the sole and exclusive property of Client or its suppliers or customers. Upon request by Client, Consultant agrees to promptly deliver to Client the original andretain any copies of the Confidential Information. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), Consultant will not be held criminallysame, either in hard copy, in electronic form, or civilly liablein any other form. Consultants obligations under this paragraph shall supersede and replace Consultants obligations under any federalnondisclosure or state trade secret law forconfidentiality agreement previously executed by the disclosureparties hereto and shall survive the termination or expiration of a trade secret that is made: # in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or # in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. this Agreement.
Confidentiality. Consultant agrees that he: # shall not make any use whatsoever of the Confidential Information. DuringInformation, as defined below, except for permitted purposes and, without limiting the termgenerality of this Agreement and thereafter Consultant # willthe foregoing, shall not use or permit the use of Client’s Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, # will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure,connection with any work performed by Consultant except for permitted purposes; and # willshall not discloseuse, or induce others to use, any Confidential Information for any other purpose whatsoever, nor at any time, directly or indirectly, print, copy or otherwise produce, in whole or in part, any Confidential Information, without the prior written consent of the the Company; and # shall keep all such Confidential Information strictly secret and confidential and, to that end, without limiting the generality of the foregoing, cause all documents or materials relating to or containing such Confidential Information to any third parties except as set forth in this sectionbe plainly marked to indicate the secret and in Section 9 below. Consultant will protect Client’sconfidential nature thereof and prevent unauthorized use or reproduction of either Confidential Information from unauthorized use, access or disclosuredocuments and materials embodying the same. The term “Confidential Information,” as used herein, shall mean, by way of example but not by way of limitation, licenses, plans, letters, authorizations, identities, demographics, financial data, and any and all documents relating to the Confidential Information. Confidential Information shall not include information which the Consultant can demonstrate by competent documentary evidence: was in the same mannerpublic domain or not treated as confidential by the disclosing party on the date of this Agreement; came into the public domain through no direct or indirect act or omission of the Consultant protects its own confidential informationafter the date of a similar nature, but in no event will it exercise less than reasonable care. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Client and Consultant, nothing in this Agreement shall limit Consultant’s rightnot treated as confidential information subject to report possible violations of law or regulation with any federal, state, or local government agency. “Confidential Information” as used in this Agreement means all information disclosed by Client to Consultant prior to or duringnon-disclosure agreements after the termdate of this Agreement that is not generally known in Client’s trade or industry and will include, without limitation: # concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Client or its subsidiaries or affiliates; # trade secrets, drawings, inventions, know-how, software programs, and software source documents; # information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers: # existence of any business discussions, negotiations or agreements between the parties; and # any information regarding the skills and compensation of employees, contractors or other agents of Client or its subsidiaries or affiliates. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Client or ConsultantAgreement; was in the courseConsultant’s possession at the time of Client’s business. Confidential Information does not include, andreceipt; or was received by the restrictions on disclosure and use set forth herein shall not apply to, information that # is or becomes generally available to the public or the industry in which Client operates other than as a result of a breach by Consultant of its confidentiality obligations hereunder, # is disclosed to Consultant byfrom a third party without restrictions on disclosure, or # was in Consultant’s lawful possession without obligation of confidentiality priorhaving the right to disclose it to the disclosure and was not obtained by Consultant either directly or indirectly from Client. In addition, this section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that Consultant will first have given notice to Client (if not legally prohibited from doing so) to enable Client, at Client’s expense, to resist such disclosure or obtain a protective order if it so chooses. All Confidential Information furnished to Consultant by Client is the sole and exclusive property of Client or its suppliers or customers. Upon request by Client, Consultant agrees to promptly deliver to Client the original and any copies of the Confidential Information. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: # in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or # in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Consultant.
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