Confidential Information and Use of Data Sample Clauses

The 'Confidential Information and Use of Data' clause defines the obligations of parties to protect sensitive information exchanged during their relationship and governs how such data may be used. Typically, this clause specifies what constitutes confidential information, outlines restrictions on disclosure to third parties, and may set limits on using the data beyond the agreed purposes, such as prohibiting sharing with competitors or using it for personal gain. Its core function is to safeguard proprietary or sensitive data, ensuring trust between parties and reducing the risk of unauthorized disclosure or misuse.
Confidential Information and Use of Data a. Confidentiality: Recipient will hold in confidence and use no less than reasonable care to avoid disclosure of any Confidential Information to any third party, except for its employees, affiliates, and contractors who need to know (“Permitted Recipients”) (a) must ensure that its Permitted Recipients are subject to written confidentiality obligations no less restrictive than the Recipient’s obligations under this Agreement, and (b) is liable for any breach of this Clause by its Permitted Recipients. Such nondisclosure obligations will not apply to information that: (i) is known by Recipient without confidentiality obligations; (ii) is or has become public knowledge through no fault of Recipient; or (iii) is independently developed by Recipient. The recipient may disclose Discloser’s Confidential Information if required under regulation, law or court order provided that Recipient provides prior notice to Discloser (to the extent legally permissible) and reasonably cooperates, at Discloser’s expense, regarding protective actions pursued by Discloser. Upon the reasonable request of Discloser, Recipient will either return, delete or destroy all Confidential Information of Discloser and certify the same. b. How We Use Data: FYNXT will access, process and use data in connection with Your use of the FYNXT Technology following applicable privacy and data protection laws.
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Confidential Information and Use of Data. The manner in which the Company treats confidential information of the User shall be governed by the Information Privacy Policies and Procedures of The Depository Trust & Clearing Corporation and Subsidiaries, which may be found at ▇▇▇.▇▇▇▇.▇▇▇. Notwithstanding the immediately preceding sentence, Users acknowledge and agree that nothing shall prevent the Company (or its affiliates) from releasing or disclosing aggregated data and other information sourced from data supplied to the Company by Users in connection with their use of the System, including by selling such aggregated data and other information; provided, however, that in no event shall the release or disclosure of such aggregated data and other information identify the economic terms of any specific transaction supplied to the Company by any User. By way of providing examples, but not by way of limitation, Users acknowledge and agree that the Company may use data supplied by Users to create products and services (i) containing benchmarking and other aggregated information and analysis that may contain anonymous data or (ii) that may identify a User or groups of Users by size, market share, degree of use of a service or other similar aggregated indicator.
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Confidential Information and Use of Data. The manner in which the Company treats confidential information of the User shall be governed by the Information Privacy Polic ies and Procedures of The Depository Trust & Clearing Corporation and Subsidiaries (the “DTCC Privacy Policy”), which may be found at ▇▇▇.▇▇▇▇.▇▇▇, and which should be regularly reviewed by Users for updates made by the Company in connection with changes in Applicable Law. Some Records may contain sensitive information about natural persons such as their tax ID numbers, driver’s license or state or federal ID card numbers, or financ ial account numbers (collectively, “Non-Public Personal Information” or “NPI”). Company represents and warrants that (i) its treatment of User-provided NPI is in compliance w ith Applicable Law with respect to privacy and data security, and (ii) it has implemented and currently maintains a comprehensive written information security program, inc luding administrative, technical, and physical safeguards compliant with Applicable Law (“Security Program”) designed to (a) safeguard the security and confidentiality of User-provided NPI; (b) protect against any anticipated threats or hazards to the security or integrity of User-provided NPI; (c) protect against unauthorized access to, destruction, modification, disclosure, or use of User-provided NPI; (d) address computer and network security; (e) address physical security; (f) address business continuity and disaster recovery; (g) address Company’s response to unauthorized access to, disclosure of, or breach in the security of User-provided NPI in Company’s possession (“Security Incident”); and (h) provide for the secure destruction and disposal of User-provided NPI. The Security Program will be updated as required by Applicable Law. Company shall require its contractors who provide services on behalf of Company and who may have access to User-provided NPI (“Contractors”) to develop, implement, and maintain a written Security Program. At the User’s request, but in no event more frequently than once per year, Company agrees to certify in writing to User its compliance with the terms of this Section. Company shall, upon the User’s request, dispose of all Records, electronic or otherwise (including all backup records and other copies) containing any User-provided NPI that Company possesses or controls by destroying them pursuant to Company’s written policy governing records destruction, and in a manner that renders the Records unreadable and undecipherable by an...
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Confidential Information and Use of Data 
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Related to Confidential Information and Use of Data

  • Use of Confidential Information 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”. 7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement. 7.3 The Receiving Party shall: (a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party; (b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information; (c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein; (d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and (e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User). 7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.

  • Confidential Information and Trade Secrets The Participant and the Company agree that certain materials, including, but not limited to, information, data and other materials relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company and its Affiliates, constitute proprietary confidential information and trade secrets. Accordingly, the Participant will not at any time during or after the Participant’s employment with the Company (including any Affiliate) disclose or use for such Participant’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its Affiliates, any proprietary confidential information or trade secrets, provided that the foregoing shall not apply to information which is not unique to the Company or any of its Affiliates or which is generally known to the industry or the public other than as a result of such Participant’s breach of this covenant. The Participant agrees that upon termination of employment with the Company (including any Affiliate) for any reason, the Participant will immediately return to the Company all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the Company and its Affiliates, except that the Participant may retain personal notes, notebooks and diaries. The Participant further agrees that the Participant will not retain or use for the Participant’s own account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company or any of its Affiliates. Notwithstanding anything contained herein to the contrary, this Agreement shall not prohibit disclosure of proprietary confidential information if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and obligations as an employee or under this Agreement are at issue; provided, however, that you shall, to the extent practicable and lawful in any such event, give prior notice to the Company of your intent to disclose proprietary confidential information so as to allow the Company an opportunity (which you shall not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Notwithstanding the foregoing, nothing in this Agreement is intended to restrict, prohibit, impede or interfere with the Participant providing information to, or from reporting possible violations of law or regulation to, any governmental agency or entity, from participating in investigations, testifying in proceedings regarding the Company’s past or future conduct, or from making other disclosures that are protected under state or federal law or regulation, engaging in any future activities protected under statutes administered by any government agency (including but not limited, to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General), or from receiving and retaining a monetary award from a government-administered whistleblower award program for providing information directly to a government-administered whistleblower award program. The Participant does not need the prior authorization of the Company to make such reports or disclosures. The Participant is not required to notify the Company that he or she has made any such reports or disclosures. The Company nonetheless asserts, and does not waive, its attorney-client privilege over any information appropriately protected by the privilege.