C onfidential Information Clause Samples

C onfidential Information. Any information about the Platform that you receive or access, including but not limited to User guides, training materials and other informational documentation (“Confidential Documentation”), as well as User Data and Your Content that are defined as “Confidential Data” in the Data Use Rights Table, is “Confidential Information.” FACILITATOR, Software Provider and you (each an “Accessing Party” and collectively the “Accessing Parties”) may access and use Confidential Information of another Accessing Party or User only as specified in the TOU and the Data Use Rights Table according to the Accessing Party’s User Role Type. To the extent that an Accessing Party is permitted to access Confidential Information, the Accessing Party agrees to: (a) use the Confidential Information only for the Purpose in accordance with the TOU; (b) maintain all Confidential Information in confidence and take all necessary precautions to protect the Confidential Information, including, without limitation, all precautions the Accessing Party normally employs with respect to its own confidential or proprietary information for a period of five (5) years from the date the Confidential Information is made available in the Platform; (c) except as expressly provided in Section 3.E (Discussion of Confidential Information with Other Users) below, not disclose Confidential Information to any third party except to the Accessing Party’s, and its affiliates’, directors, employees, subcontractors, and consultants who have a need to know such Confidential Information for purposes of using the Platform in accordance with the TOU and exercising the Accessing Party’s rights in accordance with its User Role Type in the Data Use Rights Table and who are bound by restrictions on disclosure and use of such Confidential Information at least as restrictive as those set forth in the TOU.

C onfidential Information. Information from or regarding a third party and obtained by, through, from, or as a result of this Agreement or the Web Site, either directly or indirectly, and any Web Site Content or other information or materials, whether or not from or regarding a third party, which NYSERDA designates as confidential, including any passwords used in connection with the Web Site. Nothing in this section shall in any way be interpreted as superseding any right or obligation NYSERDA might have to disclose, or not disclose, any third-party information pursuant to the New York State Freedom of Information Law or other applicable law.

C onfidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon ▇▇▇▇▇▇’s request, ▇▇▇▇▇ shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

C onfidential Information. In connection with the Agreement, each party hereto a party may disclose its confidential and proprietary information, including Intellectual Property (“Disclosing Party”), to the other party (“ Receiving Party”). Subject to the exceptions listed below, a Disclosing Party’s Confidential Information shall be defined as information disclosed by the Disclosing Party to the Receiving Party under the Agreement that is either: (a) clearly marked or otherwise clearly designated as confidential or proprietary; or (b) should be reasonably understood by the receiving party to be the confidential or proprietary information of the Disclosing Party. For the avoidance of doubt, Covisint pricing under the Agreement is the Confidential Information of Covisint, and Customer Data is the Confidential Information of Customer.

C onfidential Information. In connection with this Agreement, each Party may disclose to the other certain confidential business information which the disclosing Party desires the receiving Party to treat as confidential.

C onfidential Information. 1.1 In this Agreement "Confidential Information" shall mean any and all information, know-how or data relating to the FWC which is disclosed or given by either party to the other party either directly or indirectly, whether in writing or by any other means, that is marked as confidential.

C onfidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified in writing as confidential at the time of disclosure, is identified as confidential in writing within thirty (30) days of the disclosure, or is of a nature that a reasonable person with knowledge of the Disclosing Party’s business would understand to be confidential. Except as provided herein (including, without limitation, as required for Dataplazma to provide the Services), the Receiving Party will hold in confidence and not use or disclose any Confidential Information of the Disclosing Party. The Receiving Party’s non-use and non-disclosure obligations hereunder will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes publicly available through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party without restriction on use and/or disclosure from a third party; (iv) is independently developed by or for employees of the Receiving Party without use of or reference to any Confidential Information of Disclosing Party; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).

C onfidential Information. The parties acknowledge and agree that one party (or its affiliate) may disclose to the other party information which is marked as confidential or would normally under the circumstances be considered confidential information (“Confidential Information”). Confidential Information does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer’s Confidential Information. The recipient of the Confidential Information of the other party will not disclose such Confidential Information, except to affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfil obligations under this ▇▇▇▇, while using reasonable care to keep it confidential. Notwithstanding any provision to the contrary in this ▇▇▇▇, the recipient may also disclose Confidential Information to the extent required by applicable law or legal process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of any legal process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual.

C onfidential Information. 5.1 Without the express written consent of the other party, each party (the "Receiving Party") will refrain from disclosing to any body corporate, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust or any individual natural person (“Person”) any Confidential Information (hereafter defined) disclosed to it by the other party (the "Disclosing Party") in connection with this Agreement, whether relating to any of the Disclosing Party’s IP Rights (hereafter defined), contracts, agreements, financial statements, corporate records, customer info, proprietary supplier or procurement information (including pricing), products and product data, human resources information, sales information, expert industry advisors and contacts, manufacturers, markets, software, business plans and models, procedures, processes, methods, opportunities, marketing plans and materials (together, "Confidential Information"), except to the Receiving Party’s affiliates, shareholders, directors, officers, employees, agents, advisors, representatives or sub- contractors (“Representatives”) who (i) need to know such Confidential Information for the purposes of this Agreement, (ii) are informed of the confidential nature of the Confidential Information divulged, and