Example ContractsClausesConfidentiality of Terms of Agreement
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Terms of Agreement. Neither Party nor its Affiliates shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as follows: A Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX), # on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; # to a ​ CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Confidentiality Obligations and Agreement. By accepting this Agreement, you agree and/or reaffirm the terms of all agreements related to treatment of Confidential Information that you signed at the inception of or during your employment, the terms of which are incorporated herein by reference. This includes, but is not limited to, use or disclosure of any BMS Confidential Information, Proprietary Information, or Trade Secrets to third parties. Confidential Information, Proprietary Information, and Trade Secrets include, but are not limited to, any information gained in the course of your employment with BMS that is marked as confidential or could reasonably be expected to harm BMS if disclosed to third parties, including without limitation, any information that could reasonably be expected to aid a competitor or potential competitor in making inferences regarding the nature of BMS’s business activities, where such inferences could reasonably be expected to allow such competitor to compete more effectively with BMS. You agree that you will not remove or disclose BMS Confidential Information, Proprietary Information or Trade Secrets. Unauthorized removal includes forwarding or downloading confidential information to personal email or other electronic media and/or copying the information to personal unencrypted thumb drives, cloud storage or drop box. Immediately upon termination of your employment for any reason, you will return to BMS all of BMS’s confidential and other business materials that you have or that are in your possession or control and all copies thereof, including all tangible embodiments thereof, whether in hard copy or electronic format and you shall not retain any versions thereof on any personal computer or any other media (e.g., flash drives, thumb drives, external hard drives and the like). In addition, you will thoroughly search personal electronic devices, drives, cloud-based storage, email, cell phones, and social media to ensure that all BMS information has been deleted. In the event that you commingle personal and BMS confidential information on these devices or storage media, you hereby consent to the removal and permanent deletion of all information on these devices and media. Nothing in this paragraph or Agreement limits or prohibits your right to report potential violations of law, rules, or regulations to, or communicate with, cooperate with, testify before, or otherwise assist in an investigation or proceeding by, any government agency or entity, or engage in any other conduct that is required or protected by law or regulation, and you are not required to obtain the prior authorization of BMS to do so and are not required to notify BMS that you have done so.

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Termination of Confidentiality Agreement. Effective upon the date hereof, the Confidential Disclosure Agreement, dated December 19, 2022 (the “Confidentiality Agreement”), between Buyer and Seller shall terminate and be of no further force or effect, and shall be superseded by the provisions of this ‎Section 6.1.

Confidentiality and Assignment Agreement. The Executive has entered into the Proprietary Information and Inventions Agreement (the “Confidentiality and Assignment Agreement”), attached hereto as Exhibit A, the terms of which are incorporated by reference as material terms of this Agreement. For purposes of this Agreement, the obligations in this Section 7 and those that arise in the Confidentiality and Assignment Agreement, and any other agreement relating to confidentiality, assignment of inventions, or other restrictive covenants shall collectively be referred to as the “Continuing Obligations.”

As used in this Agreement, “Confidential Information” shall include all confidential and proprietary information of , including, without limitation, any of the following information to the extent not generally known to third persons: financial and budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing or other computer programs; research and development projects; marketing information and strategies; customer lists; vendor lists; supplier lists; information about customer preferences and buying patterns; information about supplier and vendor preferences and patterns; information about prospective customers, vendors, suppliers or business opportunities; proprietary information with respect to any employees; proprietary information of any customers, suppliers or vendors of ; information about ’s costs and the pricing structure used in sales to customers or purchases from suppliers or vendors; information about ’s overall corporate business strategy; and technological innovations used in ’s business, to the extent that such information does not fall within the definition of Secret Information.

Consultant and its Representatives agree that this Agreement is confidential and Consultant and its Representatives shall not disclose the Agreement’s existence or terms to anyone except for # [[Person A:Person]]’s spouse, # Consultant’s attorneys or financial advisors, as necessary, and on the condition that any such recipient(s) agree to further maintain the confidentiality of the disclosed information consistent with this Section 8, or # except as required by law or if necessary in order to enforce this Agreement, on the condition that, prior to such disclosure, Consultant and its Representatives give [[United Rentals:Organization]] reasonable advance notice of any request or intended disclosure such that [[United Rentals:Organization]] could object or otherwise seek to protect the confidentiality of this Agreement.

Confidentiality of this Agreement. The terms of this Agreement may not be revealed by the Parties to any third party (except to each of the Parties’ agent(s), attorney(s), accountant(s) and manager(s), each of whom will observe confidentiality, or if legally required to do so by statute, regulation, judicial or governmental order or by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process in a judicial or governmental proceeding or in connection with legal action or arbitration to enforce this Agreement).

Confidentiality. [[Organization C:Organization]] shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Purchased Assets and/or any applicable terms of this Agreement (the “Confidential Information”). [[Organization C:Organization]] understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Gramm-Leach-Bliley Act (the “GLB Act”), and [[Organization C:Organization]] agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. [[Organization C:Organization]] shall implement such physical and other security measures as shall be necessary to # ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of [[Organization B:Organization]] or any Affiliate of [[Organization B:Organization]] which [[Organization B:Organization]] holds # protect against any threats or hazards to the security and integrity of such nonpublic personal information, and # protect against any unauthorized access to or use of such nonpublic personal information. [[Organization C:Organization]] shall, at a minimum establish and maintain such data security program as is necessary to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information as set forth in the Code of Federal Regulations at 12 C.F.R. Parts 30, 208, 211, 225, 263, 308, 364, 568 and 570. Upon request, [[Organization C:Organization]] will provide evidence reasonably satisfactory to allow [[Organization B:Organization]] to confirm that [[Organization C:Organization]] has satisfied its obligations as required under this [Section 11]. Without limitation, this may include [[Organization B:Organization]]’s review of audits, summaries of test results, and other equivalent evaluations of [[Organization C:Organization]] [[Organization C:Organization]] shall notify [[Organization B:Organization]] immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of [[Organization B:Organization]] or any Affiliate of [[Organization B:Organization]] provided directly to [[Organization C:Organization]] by [[Organization B:Organization]] or such Affiliate. [[Organization C:Organization]] shall provide such notice to [[Organization B:Organization]] by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.

Confidentiality. Each Lender agrees to hold any confidential information which it may receive from the Company or any of its Subsidiaries pursuant to this Agreement in confidence, except for disclosure # to its Affiliates and to other Lenders and their respective Affiliates, # to legal counsel, accountants and other professional advisors to such Lender or to a Transferee, # to regulatory officials, # to any Person as requested pursuant to or as required by law, regulation or legal process, # to any Person as may be required by law in connection with any legal proceeding to which such Lender is a party, # to such Lender’s direct or indirect contractual counterparties in interest rate swap agreements or credit derivative transactions relating to the Loans or to legal counsel, accountants and other professional advisors to such counterparties or to any credit insurance providers relating to the Borrowers and their obligations, # as permitted by [Section 13.4], # to rating agencies if requested or required by such agencies in connection with a rating relating to the Advances hereunder, # to the extent such information # becomes publicly available other than as a result of a breach of this [Section 10.9] or # becomes available to the Administrative Agent, any Issuing Bank or any lender on a non-confidential basis from a source other than the Company or any of its Subsidiaries or # with the consent of the Company.

Confidentiality. To the extent, if any, not otherwise required by law with respect to either or both Seller or Buyer, prior to Closing, neither Seller nor Buyer shall disclose to any person the terms of this Agreement, or use for any purpose any information which is marked private and/or confidential when received by a party, or which relates to the other party and/or the terms of this Agreement, and/or by its nature is reasonably ascertainable as being private and/or confidential. The foregoing restrictions shall not apply to any disclosure made with the prior written consent of either Seller or Buyer, whichever is the non-disclosing party, or which was already known by the recipient party prior to disclosure by the disclosing party, or which is, or comes to be, in the public domain without fault of the recipient party, or which is disclosed by the recipient party to its professional advisers, or financial institutions or their representatives, or as required by law or by the rules or regulations of any governmental authority having jurisdiction over Seller, Buyer, the Company or the subject matter of this Agreement or any part hereof. Notwithstanding the foregoing, Seller and Buyer shall cooperate in making a public announcement of this Agreement upon or after the filing of the DPSC Application.

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