Confidential Nature of Data Sample Clauses

The "Confidential Nature of Data" clause establishes that certain information exchanged between parties must be kept private and not disclosed to unauthorized individuals or entities. Typically, this clause outlines what types of data are considered confidential, such as business plans, customer lists, or proprietary technology, and may specify the obligations of each party to protect this information, including security measures and restrictions on sharing. Its core practical function is to safeguard sensitive information, thereby protecting the interests and competitive advantage of the parties involved.
Confidential Nature of Data. 15 ARTICLE 11 REPRESENTATIONS............................................... 17 ARTICLE 12 MISCELLANEOUS................................................. 17 EXHIBITS EXHIBIT A SERVICES EXHIBIT B PRICING EXHIBIT C DEFINITIONS EXHIBIT D ARBITRATION EXHIBIT E INDEMNIFICATION EXHIBIT F CLEARING BANK AGREEMENT EXHIBIT G VERISIGN B2C GATEWAY TERMS AND CONDITIONS EXHIBIT H CINGULAR WIRELESS SERVICES TERMS AND CONDITIONS EXHIBIT I EMERCHANTVIEW(R) SERVICES TERMS AND CONDITIONS EXHIBIT J PERFORMANCE GUIDELINES SERVICE AGREEMENT This Service Agreement dated as of July 1, 2002 is between First Data Merchant Services Corporation ("FDMS") and iPayment Holdings, Inc. ("Customer"). References to "Customer" throughout shall include Customer's Affiliates.
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Confidential Nature of Data. A. DFS recognizes the confidentiality of all data and documents related to the accounts receivable and credit services provided hereunder to Greenwood and its cardholders, and agrees to exercise the same standard of care in the protection of said information as it uses to protect its own confidential information. DFS shall provide and take all necessary and appropriate security precautions to ensure that access to such data and documents is available only to those persons required to perform the services hereunder and only to the extent necessary for them to perform their work. DFS is authorized to release any information concerning such data and documents to any independent contractor DFS retains in connection with DFS’s performance under this Agreement, but only to the extent necessary for such contractor to perform work hereunder and only under terms agreeable to Greenwood. DFS shall not sell any such data and documents or disclose the information contained therein, except as expressly provided herein. DFS shall comply with any and all file-safekeeping, record-keeping, and data backup procedures that may be required by applicable law or such reasonable procedures required by Greenwood in connection with DFS’s performance of this Agreement. Neither DFS nor its agents or employees shall divulge or communicate to any unauthorized third party any information concerning such data and documents unless so required by law or so directed by an authorized officer of Greenwood. B. ▇▇▇▇▇▇▇▇▇ recognizes the confidentiality of all information regarding DFS’s business practices designated as confidential by DFS that Greenwood may learn as a result of this Agreement and agrees to exercise the same standard of care in the protection of said information as it uses to protect its own confidential information. C. Upon termination of this Agreement, or upon Greenwood’s written request, DFS shall promptly return to Greenwood the following Greenwood data, which is and shall remain the property of Greenwood: (i) Account master tape files; (ii) Agent master tape files; and (iii) Computer-produced reports which reflect activity during the ninety (90) day period immediately prior to termination of the Agreement or the written request. DFS shall cooperate with Greenwood to transfer Greenwood’s account servicing back to Greenwood or to a new servicing organization. Upon the return of any such Greenwood data, and the transfer of processing, DFS shall submit a b▇▇▇ to G▇▇▇▇▇▇▇▇ for t...
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Confidential Nature of Data. 15 ARTICLE 11 REPRESENTATIONS...................................................17 ARTICLE 12
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Confidential Nature of Data. A. SPS recognizes the confidentiality of all data and documents related to Services provided hereunder to the Company and its customers and agrees to exercise the same standard of care in the protection of said information as it uses to protect its own confidential information. SPS shall provide and take all necessary or appropriate security precautions to ensure that access to such data and documents shall be available only to those persons required to perform the Services hereunder and only to the extent necessary for them to perform their work. SPS shall be authorized to release any information concerning such data and documents to any independent contractor SPS shall retain in connection with SPS' performance with this Agreement but only to the extent necessary for such contractors to perform work hereunder and only to those independent contractors which are under similar obligations of confidentiality. SPS shall not sell any such data and documents or disclose the information contained therein, except as expressly provided herein. SPS shall comply with any and all file safekeeping, recordkeeping, and data back-up procedures that may be required by applicable law or the Company in connection with its performance of this Agreement. Neither SPS not its agents or employees shall divulge or communicate to any unauthorized third party any information concerning such data and documents unless so required by law or so directed by an authorized officer of the Company. B. The Company recognizes the confidentiality of all confidential information regarding SPS' business practices designated as confidential by SPS that it may learn as a result of this Agreement and agrees to exercise the same standard of care in the protection of said information as it uses to protect its own confidential information. The Company shall comply with any and all file safekeeping, recordkeeping, and back-up procedures that may be required by applicable law in connection with its performance of this Agreement. C. Upon termination of this Agreement, SPS shall promptly return to the Company, if requested, the following Company data, which shall be and remain the property of the Company: (i) Cardholder master tape files; (ii) Merchant master tape files; (iii) Agent master tape files; and (iv) Computer-produced reports which reflect activity during the ninety (90) day period immediately prior to termination of the Agreement or the written request. SPS shall cooperate with the Company to t...
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Confidential Nature of Data. 23 10.1 CUSTOMER'S PROPRIETARY INFORMATION ......................... 23 10.2 FDR'S PROPRIETARY INFORMATION .............................. 24
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Confidential Nature of Data. 10.1 CUSTOMER'S PROPRIETARY INFORMATION. Upon Customer's request, FDR shall return to Customer (upon the expiration or termination of all of FDR's obligations under this Agreement and payment by Customer of all amounts due to FDR hereunder) all or any requested portion of the proprietary and confidential data of Customer disclosed to FDR including the Cardholder Master Files, Agency Bank Master Files, Cardholder Revolving Transaction Files and CIS Memo Files (collectively, "Customer's Proprietary Information").
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Confidential Nature of Data 
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Related to Confidential Nature of Data

  • Confidential Nature of Information Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Equity Interests; provided, however, that after the Closing, Buyer may use or disclose any confidential information with respect to or about the Company or otherwise reasonably related to the Business or the Equity Interests. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable Requirements of Laws or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

  • CONFIDENTIAL NATURE OF DOCUMENTS AND INFORMATION Information and data that is considered proprietary by either Party and that is delivered or disclosed by one Party (“Discloser”) to the other Party (“Recipient”) during the course of performance of the Contract, and that is designated as confidential (“Information”), shall be held in confidence by that Party and shall be handled as follows: 13.1 The recipient (“Recipient”) of such information shall: 13.1.1 use the same care and discretion to avoid disclosure, publication or dissemination of the Discloser’s Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; and, 13.1.2 use the Discloser’s Information solely for the purpose for which it was disclosed. 13.2 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Information confidential in accordance with the Contract and this Article 13, the Recipient may disclose Information to: 13.2.1 any other party with the Discloser’s prior written consent; and, 13.2.2 the Recipient’s employees, officials, representatives and agents who have a need to know such Information for purposes of performing obligations under the Contract, and employees officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a need to know such Information for purposes of performing obligations under the Contract, provided that, for these purposes a controlled legal entity means: 13.2.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 13.2.2.2 any entity over which the Party exercises effective managerial control; or, 13.2.2.3 for the UNDP, an affiliated Fund such as UNCDF, UNIFEM and UNV. 13.3 The Contractor may disclose Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of the United Nations, the Contractor will give the UNDP sufficient prior notice of a request for the disclosure of Information in order to allow the UNDP to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 13.4 The UNDP may disclose Information to the extent as required pursuant to the Charter of the UN, resolutions or regulations of the General Assembly, or rules promulgated by the Secretary-General. 13.5 The Recipient shall not be precluded from disclosing Information that is obtained by the Recipient from a third party without restriction, is disclosed by the Discloser to a third party without any obligation of confidentiality, is previously known by the Recipient, or at any time is developed by the Recipient completely independently of any disclosures hereunder. 13.6 These obligations and restrictions of confidentiality shall be effective during the term of the Contract, including any extension thereof, and, unless otherwise provided in the Contract, shall remain effective following any termination of the Contract.

  • Confidential Material (a) Each Bank agrees that any information, documentation or materials provided by each Borrower or such Borrower’s Affiliates, trustees, directors, officers, employees, agents or representatives (“Representatives”) disclosing the portfolio holdings of such Borrower or disclosing other non-public information in relation to this Agreement or the other Loan Documents (“Confidential Material”), whether before or after the date of this Agreement, shall be treated confidentially, using the same degree of care that such Bank uses to protect its own similar material. (b) Confidential Material may be disclosed to Representatives of each Bank in connection with the transactions contemplated herein or in connection with managing the relationship of such Bank or its Affiliates with such Borrower but shall not be disclosed to any third party and may not be used for purposes of buying or selling securities, including shares issued by such Borrower; provided, however, that the Banks may disclose Confidential Material to (i) the Federal Reserve Board pursuant to applicable rules and regulations promulgated by the Federal Reserve Board (which, as of the Effective Date, require a filing of a list of all Margin Stock which directly or indirectly secures a Loan), (ii) the extent required by statute, rule, regulation or judicial process, (iii) counsel for any of the Banks or the Agent in connection with this Agreement or any of the other Loan Documents, (iv) bank examiners, regulators, auditors and accountants, or (v) any Assignee or Participant (or prospective Assignee or Participant) as long as such Assignee or Participant (or prospective Assignee or Participant) first agrees to be bound by the provisions of this Section 9.09. Notwithstanding anything to the contrary contained in this Section, any information that would, but for this sentence, constitute Confidential Material shall cease to be Confidential Material after the second anniversary of the date such information was first received by the Agent or any Bank.

  • Confidential If Inserm Transfert or Licensee comes to believe in good faith that Patent Rights are being infringed by a third party, the Party first having knowledge of such infringement shall promptly notify the other. In any such case, the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licensee.

  • Confidential Data A. UTK shall not divulge to others, any trade secret or confidential information, knowledge, or data concerning or pertaining to the business and affairs of MGCN, obtained by UTK as a result of its engagement hereunder, unless authorized, in writing by MGCN. UTK represents and warrants that it has established appropriate internal procedures for protecting the trade secrets and confidential information of, MGCN including, without limitation, restrictions on disclosure of such information to employees and other persons who may be engaged in such information to employees and other persons who may be engaged in rendering services to any person, firm or entity which may be a competitor of. B. MGCN shall not divulge to others, any trade secret or confidential information, knowledge, or data concerning or pertaining to the business and affairs of UTK obtained as a result of its engagement hereunder, unless authorized, in writing, by UTK. C. UTK shall not be required in the performance of its duties to divulge to MGCN, or any officer, director, agent or employee of MGCN, any secret or confidential information, knowledge, or data concerning any other person, firm or entity (including, but not limited to, any such person, firm or entity which may be a competitor or potential competitor of) which UTK may have or be able to obtain other than as a result of the relationship established by this Agreement.