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Confidentiality During Employment
Confidentiality During Employment contract clause examples

Confidentiality. The Administrative Agent and [[Organization B:Organization]] agreesagree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its Affiliates and its and its Affiliates’ respective directors, officers, members, controlling persons, advisors, funding or financing sources, investors, partners, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), # to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), # to the extent required by applicable Legal Requirements or by any subpoena or similar legal process or in connection with any required public filings, # to any other party hereto, provided that any disclosure to any Primoris Lender shall be subject to Section 10.23, # in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the protection or enforcement of rights hereunder or thereunder, # subject to an agreement containing provisions substantially the same as those of this Section, to # any assignee of, pledgee under Section 10.06(f) or Participant in, or any prospective assignee of, pledgee under Section 10.06(f) or Participant in, any of its rights or obligations under this Agreement or # any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, # with the consent of the Borrower, # to industry trade organizations information with respect to the Loan Documents to the extent customary for inclusion in league table measurements or # to the extent such Information # becomes publicly available other than as a result of a breach of this Section or # becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by any Loan Party, provided that, in the case of information received from a Loan Party after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section # Confidentiality. Each of the Administrative Agent and [[Organization A:Organization]] agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), # to the extent requested by any regulatory authority or any credit insurance provider, # to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, # to any other party to this Agreement, # in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, # subject to an agreement containing provisions substantially the same as those of this Section, to # any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or # any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the and its obligations hereunder, # with the consent of the or # to the extent such Information # becomes publicly available other than as a result of a breach of this Section or # becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the . For the purposes of this Section, “Information” means all information received from the relating to the or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information received from the after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Confidentiality. Each of the Administrative Agent and the [[Organization A:Organization]] agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); # to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); # to the extent required by applicable laws or regulations or by any subpoena or similar legal process; # to any other party hereto; # in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; # subject to an agreement containing provisions substantially the same as those of this Section, to # any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or # any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder; # on a confidential basis to # any rating agency in connection with rating the Borrower or its Subsidiaries or the Term Loan Facility, # the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Term Loan Facility or # to any credit insurance provider relating to the Borrower and its Obligations; # with the consent of the Borrower; or # to the extent such Information # becomes publicly available other than as a result of a breach of this Section, or # becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

SECTION # Confidentiality. Each of [[Administrative Agent:Organization]], the Issuing Banks and [[Organization B:Organization]] agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), # to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), # to the extent required by applicable laws or regulations or by any subpoena or similar legal process, # to any other party to this Agreement, # in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, # subject to an agreement containing provisions substantially the same as those of this Section, to # any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or # any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower and its obligations, # with the consent of or # to the extent such Information # becomes publicly available other than as a result of a breach of this Section or # becomes available to [[Administrative Agent:Organization]], any Issuing Bank or any Lender on a nonconfidential basis from a source other than (other than a Person if and to the extent that [[Administrative Agent:Organization]], such Issuing Bank or such Lender has actual knowledge that such Person is acting in violation of an obligation to maintain such information as confidential). For the purposes of this Section, “Information” means all information received from relating to or its business, other than any such information that is available to [[Administrative Agent:Organization]], any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information received from after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION # Confidentiality. Each of the Administrative Agent, the Issuing Banks and agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), # to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), # to the extent required by applicable laws or regulations or by any subpoena or similar legal process, # to any other party to this Agreement, # in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, # subject to an agreement containing provisions substantially the same as those of this Section, to # any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or # any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower and its obligations, # with the consent of or # to the extent such Information # becomes publicly available other than as a result of a breach of this Section or # becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than (other than a Person if and to the extent that the Administrative Agent, such Issuing Bank or such Lender has actual knowledge that such Person is acting in violation of an obligation to maintain such information as confidential). For the purposes of this Section, “Information” means all information received from relating to or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information received from after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION #Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), # to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), # to the extent required by applicable laws or regulations or by any subpoena or similar legal process, # to any other party hereto, # in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, # subject to an agreement containing provisions substantially the same as those of this Section, to # any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or # any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, # with the consent of the Borrower or # to the extent such Information # becomes publicly available other than as a result of a breach of this Section or # becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Loan Parties or their Affiliates.

Section # Confidentiality. Each of the Administrative Agent and the Lenders for themselves, their Affiliates and Agent Related Persons, agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its Affiliates, its auditors and its and its Affiliates’ respective partners, directors, officers, employees, agents, accountants, attorneys, advisors and representatives who need to know the Information in connection with the transactions contemplated by this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential) and who will use such Information only in connection with the transactions contemplated by this Agreement; # to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); # to the extent required by applicable laws or regulations or by any subpoena or similar legal process, provided that, prior to making any such disclosure (other than to a banking regulator or auditor), such Person shall endeavor in the ordinary course of business to promptly notify the Borrower in writing so that the Borrower may seek an appropriate protective order (notwithstanding the foregoing, should such Person fail to notify Borrower, such person shall have no liability to Borrower or any other Loan Party); # to any other party to this Agreement; # in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; # subject to an agreement containing provisions substantially the same as those of this Section, to # any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or # any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Loan Parties; # with the consent of the Borrower; # to the extent such Information # becomes publicly available other than as a result of a breach of this Section or # becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower; or # to the National Association of Insurance Commissioners or any other similar organization having jurisdiction over such Lender. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section, “Information” means all information received from the Borrower or any of Parent’s Consolidated Entities relating to the Borrower or any Combined Party or Investment Entity or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis as described above prior to disclosure by the Borrower or any Combined Party or Investment Entity; provided that, in the case of information received from the Borrower or any Combined Party after the date hereof, except as expressly noted thereon, all financial information or other information relating to any proposed transactions of the Borrower, any Combined Party, any Investment Entity or any of the Parent’s Affiliates shall be considered confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION # Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel, insurers, reinsurers, insurance brokers and other advisors on a need-to-know basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), # to the extent requested by any regulatory authority, # to the extent required by applicable laws or regulations or by any subpoena or similar legal process, # to any other party to this Agreement, # in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, # subject to an agreement containing provisions substantially the same as those of this Section, to # any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or # any actual or prospective counterparty (or its advisors) to any securitization, swap or derivative transaction relating to the Borrower, any Subsidiary, and the obligations hereunder, # on a confidential basis to any rating agency in connection with rating the Borrower or the credit facilities provided for herein, # with the consent of the Borrower, or # to the extent such Information # becomes publicly available other than as a result of a breach of this Section or # becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. If any Lender or the Administrative Agent is required by any Governmental Authority or any other Person to disclose Information or otherwise intends to disclose any Information pursuant to clause (c) of this Section, unless prohibited by law such Lender or the Administrative Agent, as the case may be, shall promptly notify the Borrower in writing so as to provide the Borrower with the opportunity to seek a protective order or take such other actions that are deemed appropriate by the Borrower to protect the confidentiality of the Information. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each Lender confirms that it maintains internal policies and procedures, including “ethical wall” procedures, intended to protect against the unlawful use of confidential information and such procedures apply to the Information.

SECTION # Confidentiality. Each of the Administrative Agent, the [[Organization A:Organization]] and the Issuing Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its Related Parties, including auditors, accountants, legal counsel and other agents and advisors which in each case shall be subject to confidentiality obligations, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, # to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners); provided that, to the extent practicable and not prohibited by applicable law or court order, the Administrative Agent, applicable Lender or Issuing Bank, as the case may be, shall notify the Borrower of any request by any regulatory authority (other than any such request in connection with an examination of the Administrative Agent, applicable Lender or Issuing Bank) for disclosure of any such non-public Information prior to disclosure of such Information, # to the extent required by applicable law or by any subpoena or similar legal process, # to any other party to this Agreement, # in connection with # the exercise of any remedy or the enforcement of any right under this Agreement or any other Loan Document or in any litigation or arbitration action or proceeding relating thereto (to the extent practicable and not prohibited by applicable law or court order, the Borrower shall be given notice thereof and a reasonable opportunity to seek a protective court order with respect to such Information prior to such disclosure (it being understood that the refusal by a court to grant such a protective order shall not prevent the disclosure of such Information thereafter)), # subject to an agreement containing confidentiality undertakings substantially similar to those of this Section, to # any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to [Sections 2.21 or 9.02]2] or # any actual or prospective counterparty (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower or any Restricted Subsidiary and its obligations, this Agreement or payments hereunder; provided that no such disclosure pursuant to this clause (f) shall be made by the Administrative Agent, the [[Organization A:Organization]] or the Issuing Banks to any such Person that is a Disqualified Lender, # on a confidential basis to # any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or # the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, # with the consent of the Borrower or # to the extent such Information # becomes publicly available other than as a result of a breach of this Section, # becomes available to the Administrative Agent, any Lender, any Issuing Bank or any Affiliate of any of the foregoing on a nonconfidential basis from a source other than the Borrower that, to the knowledge of the Administrative Agent or the applicable Lender, Issuing Bank or Affiliate, is not subject to contractual or fiduciary confidentiality obligations or # is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or violating the terms of this [Section 9.12]. In addition, the Administrative Agent and the [[Organization A:Organization]] may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the [[Organization A:Organization]] in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

. Each of the [[Administrative Agent:Organization]] and the Lenders for themselves, their Affiliates and Agent Related Persons, agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its Affiliates, its auditors, its and its Affiliates’ respective consultants and service providers and its Related Parties who it believes need to know the Information in connection with the transactions contemplated by this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential) and who will use such Information only in connection with the transactions contemplated by this Agreement; # to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); # to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, provided that, prior to making any such disclosure (other than to a banking regulator or auditor), such Person shall endeavor in the ordinary course of business to promptly notify the in writing so that the may seek an appropriate protective order (notwithstanding the foregoing, should such Person fail to notify , such person shall have no liability to or any other [[Loan Party:Organization]]); # to any other party to this Agreement; # in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; # subject to an agreement containing provisions substantially the same as those of this Section 10.07, to # any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or # any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Loan Parties; # with the consent of the ; # to the extent such Information # becomes publicly available other than as a result of a breach of this Section 10.07 or # becomes available to the [[Administrative Agent:Organization]] or any on a nonconfidential basis from a source other than the ; or # to the National Association of Insurance Commissioners or any other similar organization having jurisdiction over such . In addition, the [[Administrative Agent:Organization]] and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the [[Administrative Agent:Organization]] and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents and the Commitments. For the purposes of this Section 10.07, “Information” means all information received from the or any of ’s Consolidated Entities relating to the or any Combined Party or Investment Entity or any of their respective businesses, other than any such information that is available to the [[Administrative Agent:Organization]] or any on a nonconfidential basis as described above prior to disclosure by the or any Combined Party or Investment Entity; provided that, in the case of information received from the or any Combined Party after the date hereof, except as expressly noted thereon, all financial information or other information relating to any proposed transactions of the , any Combined Party, any Investment Entity or any of the ’s Affiliates shall be considered confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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