Confidentiality and Non-Disclosure. Unless as otherwise provided in a specific Rider, all information, materials, discussions and proceedings (including but not limited to proprietary and trade secret information) which are transferred, disclosed or made available by or on behalf of the disclosing Party (Confidential information) are, and shall be held and maintained by each Party as, confidential. Information will not be deemed Confidential Information hereunder if such information: # is known or becomes known (independently of disclosure by the disclosing Party) to the receiving Party prior to receipt from the disclosing Party from a source other than one having an obligation of confidentiality to the disclosing Party; # becomes publicly known, except through a breach hereof by the receiving Party; or # is independently developed by the receiving Party, which can be shown by written evidence. Each Party shall use the same level of care to prohibit disclosure of the Confidential Information and to prohibit the unauthorized use of the Confidential Information as the Party uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Neither Party will disclose the other Partys Confidential Information except to those employees and consultants who are directly participating in work on the Services and who have a need to know for the purpose of performing the Partys obligations or exercising its rights under this Agreement, provided that such employees and consultants are bound by written agreements respecting such Confidential Information in accordance with the terms of this Section. If a Party is required or ordered by any governmental agency, court, or tribunal of competent jurisdiction to make any disclosure of the other Partys Confidential Information, the receiving Party will first give written notice of such requirement to the disclosing Party, and will permit the disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation to the disclosing Party in seeking to obtain such protection. Both Parties agree not to use Confidential Information for any purpose other than those purposes contemplated by this Agreement. Both Parties agree that these confidentiality and nondisclosure restrictions shall survive termination of this Agreement. For the avoidance of doubt, in the event of a conflict between this [Section 12] and terms of any Rider, the provisions in the Rider shall prevail.
You shall keep confidential, and shall not hereafter use or disclose to any person, firm, corporation, governmental agency, or other entity, in whole or in part, at any time in the future, any trade secret, proprietary information, or confidential information of , including, but not limited to, information relating to trade secrets, processes, methods, pricing strategies, customer lists, marketing plans, product introductions, advertising or promotional programs, sales, financial results, financial records and reports, regulatory matters and compliance, sales commission and compensation plans and other confidential matters, except as necessary for compliance purposes and as required by applicable law, rule, regulation, legal process or order, including when required or requested pursuant to a court order, subpoena, or written request from an administrative agency or a legislature. These obligations are in addition to the obligations set forth in any confidentiality or non-disclosure agreement between You and , including, without limitation, that certain Employee Confidentiality Agreement dated as of (“Confidentiality Agreement”), which shall survive and remain binding on You after the Employment Termination Date.
Confidentiality and Non- Disclosure. The Company is prepared to make available to GSS upon GSS's request, certain confidential information concerning the business, financial condition, operations, assets and liabilities of the Company in connection with the performance of its duties hereunder. As a condition to such information being furnished to GSS and its employees or agents, GSS agrees to treat any information concerning the Company (whether prepared by the Company, its advisors, attorneys, investors or otherwise and irrespective of the form of communication) which is furnished to GSS or to its employees or agents now or in the future by or on behalf of the Company (herein collectively referred to as the "Evaluation Material") in accordance with the provisions of this Agreement. GSS shall take or abstain from taking certain actions with respect to the Evaluation Material as hereinafter set forth. The term "Evaluation Material" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by GSS, its employees or agents which contain, reflect or are based upon, in whole or in part, the information furnished to GSS, its employees or agents by the Company, its advisors, attorneys, investors or otherwise pursuant hereto. The term "Evaluation Material" does not include information which # is or becomes generally available to the public other than as a result of a disclosure by GSS, its employees or agents, or # becomes available to GSS on a non-confidential basis from a source other than the Company (including, without limitation, any of the Company's directors, officers, employees or agents), or any of its attorneys, accountants, investors, consultants, bankers and financial advisors (collectively, the "Representatives"), provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other Party with respect to such information.
GSS hereby agrees that GSS, its employees and agents shall use the Evaluation Material solely for the purposes contemplated by and in connection with the Services to be rendered under this Agreement, that the Evaluation Material will be kept confidential and that GSS, its employees and agents will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that GSS may make any disclosure, consistent with GSS' duties under this Agreement, of the Evaluation Material to which the Company give its prior written consent, in each instance.
However, the Company will not provide GSS or any GSS affiliate with any material non-public information without prior written notice to GSS, in which event GSS will only accept receipt of such material non-public information after the signing of a separate non-disclosure agreement between the Company and GSS.
Confidentiality and Non-Disclosure. Employee acknowledges that, by nature of his past and future employment with the Company, Employee has had access to, and will continue to have access to, Proprietary Information of the Company. For the duration of the Term and at all times thereafter, Employee shall hold in strictest confidence and will not disclose any of the Company’s Proprietary Information, except as otherwise required in connection with Employee’s work for the Company or as otherwise required by law or court order or as permitted in writing by a duly authorized officer of the Company. “Proprietary Information” shall include without limitation all: trade secrets, business plans or models (whether for existing, new, or developing businesses), financial information, employee data, operating data, customer lists, prospective customer lists, vendor or supplier lists, pricing and cost information, marketing information, product information, research information, or Company designs and techniques, whether communicated
Confidentiality; Disclosure. Each Party shall keep strictly confidential and shall not, without the prior written consent of the Fidelity Funds, disclose the holdings of the Fidelity Fund; provided, however, that NEE and the EFH/EFIH Debtors may disclose # such information to the extent that, after consultation with counsel and upon notice to the Fidelity Funds, it determines in good faith that it is required to do so by any law, rule, regulation (including federal securities laws and regulations), or by any governmental, judicial, or regulatory authority, including the Bankruptcy Court, and # the aggregate principal amount or aggregate percentage of each Class of Claims held collectively by the Fidelity Funds. This [Section 10.05] shall not apply with respect to any information that is or becomes available to the public other than as a result of a disclosure in violation of a Party’s obligations under this Agreement.
Non-Disclosure. Unless required by applicable law, rule, regulation or order or to enforce this Agreement, Employee shall not disclose the existence of this Agreement or the underlying terms to any third party, including without limitation, any former, present or future employee of , other than to Employee’s immediate family who have a need to know such matters or to Employee’s tax or legal advisors who have a need to know such matters. If Employee does disclose this Agreement or any of its terms to any of Employee’s immediate family or tax or legal advisors, then Employee will inform them that they also must keep the existence of this Agreement and its terms confidential. may disclose the existence or terms of the Agreement and its terms and may file this Agreement as an exhibit to its public filings if it is required to do so under applicable law, rule, regulation or order.
Non-Disclosure. Except as required by the performance of Executive's services to the Company under the terms of this Agreement, Executive will not, directly or indirectly disclose, or permit others to disclose the Company's Trade Secrets, Confidential Information, and/or Inventions as defined above.
Non-Disclosure. The Executive covenants and agrees that Executive will not at any time, either during the Term or thereafter, use, disclose or make accessible to any other person, firm, partnership, corporation or any other entity any Confidential and Proprietary Information (as defined herein), other than to # Executive’s attorney or spouse in confidence, # while employed by the Company, in the business and for the benefit of the Company, or # when required to do so by a court of competent jurisdiction, any government agency having supervisory authority over the business of the Executive or the Company or any administrative body or legislative body, including a committee thereof, with jurisdiction.
Non-Disclosure. Confidential Information (as defined below) shall be held by each Party in the strictest confidence and shall not, without the prior written consent of the other Party, be disclosed to any person other than as necessary to provide its services and consummation of the such transaction., such as disclosure to attorneys, accountants and potential financing providers involved in such transaction. The Parties further acknowledge that any such Confidential information as is acquired and used by a Party or its affiliates is a special, valuable and unique asset. Neither Party shall, except in connection with and as required by his performance of its duties under this Agreement, for any reason, use for its own benefit or the "benefit of any person or entity with which it may be associated or disclose any such Confidential information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever without the prior written consent of the Disclosing Party. “Confidential Information" as used herein, means any information received by either Party from any other person or entity which relates to the business of the CBDG or MCOA, including but not limited to, technology, business practices, trade secrets, processes, policies, procedures, techniques, technical information, financing contacts, investors, contractors, specifications, information data, the identity and special needs of customers or potential customers, databases, data, systems, methods of operation, client or customer lists, solicitation leads, marketing or advertising materials.
“Confidentiality Agreement” shall mean the Confidentiality and Non-Disclosure Agreement, dated , by and between AEP and Purchaser.
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