Confidentiality and Non-Circumvention Sample Clauses
The Confidentiality and Non-Circumvention clause serves to protect sensitive information shared between parties and to prevent either party from bypassing the other to engage directly with contacts or opportunities introduced during their relationship. In practice, this clause requires both parties to keep proprietary or confidential information private and not to disclose it to third parties, as well as to refrain from using such information to make independent deals or connections that would undermine the original party’s interests. Its core function is to safeguard business interests and trust by ensuring that valuable information and relationships are not exploited unfairly or without consent.
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Confidentiality and Non-Circumvention. (a) Each party acknowledges and agrees that it will have access to or be provided with confidential information of the other party during the term of this Agreement. As used herein, the term "Confidential Information" shall mean any and all proprietary or confidential information of a party, including, without limitation such party's business plan, business presentation or related proprietary and financial information as well as other confidential or proprietary information of such party regarding such party's business, plans, financial results and statements, markets, projected activities, customers and results of operations, requirements and sources, contracts, means, methods and processes of providing services, copyrights, patents, trademarks, trade secrets, and financial information.
Confidentiality and Non-Circumvention. (a) The Consultant acknowledges and agrees that he has had and will continue to have access to or be provided with confidential information of the Company during the term of this Agreement. As used herein, the term "Confidential Information" shall mean any and all proprietary or confidential information of the Company, including, without limitation, the Company's business plan, business presentation or related proprietary and financial information as well as other confidential or proprietary information of the Company regarding the Company's business, plans, financial results and statements, markets, projected activities, customers and results of operations, requirements and sources, contracts, means, methods and processes of providing services, copyrights, patents, trademarks, trade secrets, and financial information.
Confidentiality and Non-Circumvention. A. As used in this Agreement, the term “Confidential Information” shall mean and include any information, the proposed agreement, contract terms, parties involved in the Opportunity, due diligence documentation, documents or ideas, whether printed, written, oral or electronic, including, without limitation: any analysis, opinions or conclusions; studies or reports; strategic, financial or operational plans; or other documents or information related to the Opportunity. “Confidential Information” does not include (a) information that has become or hereafter becomes generally available to the public other than as a result of a disclosure by the Receiving Party and/or any of its representatives; (b) information that is furnished to Receiving Party on a non-confidential basis from a source other than the Disclosing Party that is not under any obligation of confidentiality to the Disclosing Party, or (c) information that is within the Receiving Party’s possession prior to its being furnished to Receiving Party by the Disclosing Party.
Confidentiality and Non-Circumvention. A. Each party will treat information provided by the other party pursuant to this Agreement as confidential ( as it relates to the Company, the "Confidential Information"; as it relates to ▇▇▇▇▇▇, the "Confidential Contacts"). The recipient thereof will not, directly or indirectly (a) transfer or disclose any Confidential Information or Confidential Contacts, as the case may be, to any third party (other than its representatives as hereinafter provided or otherwise as required by law), (b) use any Confidential Information or Confidential Contacts, as the case may be, for any purpose other than for its representatives without the prior written approval of the disclosing party.
B. As used herein:
(a) as it relates to the Company, "Confidential Information" will include, regardless of the medium, all confidential and proprietary information so marked when disclosed, including financial data, research, know-how, test data, technology, and other trade secrets relating to the Company, furnished or made available by the Company. Notwithstanding the foregoing, the Company's Confidential Information will not include information ▇▇▇▇▇▇ can evidence was prior to its receipt (i) in the public domain (other than as a result of a breach of this Agreement), (ii) in ▇▇▇▇▇▇'▇ possession, or (iii) independently known through a party other thank the Company, which party has no duty of confidentiality and otherwise has the right to disclose same; and
(b) as it relates to ▇▇▇▇▇▇, "Confidential Contacts" will include any person, firm or entity with whom/which ▇▇▇▇▇▇ has contact or done business, except any Confidential Contact from whom/which the Company can evidence it has previously obtained Investment Financing or Trade Financing or with whom/which it has otherwise done business, as the case may be, prior to the date ▇▇▇▇▇▇ makes such Confidential Contact available to the Company.
Confidentiality and Non-Circumvention. 19.1. The parties hereto agree that the existence and contents of this Agreement and the nature and status of the transactions and related matters described in this Agreement are confidential. The timing and content of any announcements, press releases, or other public statements concerning the proposed transactions and related matters will occur upon, and be determined in advance by, mutual agreement and consent of the parties. The foregoing notwithstanding, nothing herein shall prohibit any party to this letter from making any public disclosure regarding this letter and the nature and status of the transactions contemplated herein if, in the opinion of counsel to such parties, such disclosure is required under applicable laws and advance notice of the proposed disclosure is given to the other party in sufficient time for it to raise any objections it may have.
19.2. Each party hereto agrees to treat any information concerning the other party (whether prepared by such other party, its advisors or otherwise) which is furnished as a result of the transaction contemplated herein (herein collectively referred to as the "Evaluation Material") in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions herein set forth. The term "Evaluation Material" does not include information which (i) is already in the party's possession, provided that such information is not known by such party to be subject to another confidentiality agreement with or other obligation of secrecy to the other party or any individual or entity, or (ii) become generally available to the public other than as a result of a disclosure by the receiving party or its directors, officers, employees, agents or advisors, or (iii) becomes available to a party on a non-confidential basis from a source other than one of the parties hereto, or its advisors, provided that such source is not known by the receiving party to be bound by a confidentiality agreement with or other obligation of secrecy to the other party.
19.3. Each party hereby agrees that the Evaluation Material will be used solely for the purpose of evaluating the transactions contemplated in this Agreement and that such information will be kept confidential; provided, however, that (i) any such information may be disclosed to a party's directors, officers, partners and employees and representatives of such party's advisors who need to know such information for the purpose of evaluating the co...
Confidentiality and Non-Circumvention. 6.3.1 The member undertakes to keep the identity of the Grower, the location of the Leased property confidential throughout the period of the membership and indefinitely thereafter.
6.3.2 The Client undertakes to not approach the Grower directly for the procurement of the services of the Grower for the members personal use not covered within the provisions of this Agreement, thereby circumventing The Green Mill. In the event that the Client circumvents The Green Mill, the Client will be liable for liquidated damages agreed at R100,000 (One Hundred Thousand Rand) incurred by The Green Mill as professionally quantified, including but not limited to loss of income, reputational damage and legal costs
Confidentiality and Non-Circumvention. (i) The Consultant acknowledge that certain confidential information will be disclosed to the Consultant for the purposes set out in this Agreement (the “Purposes”). The Consultant agrees that all such confidential information provided to it will be kept confidential, provided that the Consultant may disclose the confidential information to its officers, employees, agents or other affiliates and representatives strictly on a need to know basis, and will be used solely by the Consultant in connection with the Purposes of this letter Agreement, and for no other purpose.
(ii) If any party directly attributable to an introduction by the Consultant makes an investment, or finds a buyer, or finds a joint venture partner to acquire or earn a direct or indirect interest in Company’s assets within twelve months (12 months) of the termination or expiration of this agreement, Company will provide to the Consultant compensation in accordance with Section 2 as if this Agreement was still in force.
Confidentiality and Non-Circumvention a. HML and the Introducer agree to maintain, both during and after the termination of this Agreement ab- solute confidentiality concerning;
i. the terms of this Agreement,
ii. the details of any Client interaction with HML Products & Services,
iii. any HML related information which HML may have imparted to the Introducer during any in- teraction with HML Products & Services.
b. The Introducer acknowledges that it may be given access to certain Confidential Information, including but not limited to HML service offering documentation, investment opportunities, company guidelines, R&D documentation, and information in relation to the activities and operations of HML, for the benefit of the Introducer and HML.
c. In consideration of clause 7 a) (above), and the mutual promises contained under this Agreement, the Introducer, its associates, and employees, agree that they will keep and ensure to keep confidential all Confidential Information of HML unless or HML agrees that the Confidential Information is available in the public domain, and other than by any breach of this Agreement.
d. The Introducer, for a period of at least thirty-six (36) months, will ensure that its associates do not:
I. disclose any of the Confidential Information of the Disclosing Party to any other person with- out the prior written consent of the Disclosing Party; or
II. use all or any of the Confidential Information of the Disclosing Party otherwise than for the Specified Purpose.
III. Approach directly any Lender(s) or Financier(s) introduced by the Supplier to provide finance for the Introducer’s clients.
Confidentiality and Non-Circumvention. 4.01 The Sub-Agent acknowledges that during the course of his association with the Agent, he has or may have access to or become acquainted with confidential technical or business information relating to the business affairs of the Company or the Agent (hereinafter called the "CONFIDENTIAL INFORMATION"), in particular the contacts, sources of supply and customers of the Company and the Agent, which have not been disclosed by the Company or the Agent to the general public and which the Company or Agent desires to keep confidential. The Sub-Agent agrees to retain in strictest confidence, except as agreed in writing by the Company and the Agent, such Confidential Information.
4.02 In handling the internal flow of material regarding the Confidential Information, the Sub-Agent shall take all reasonable precautions and exact all necessary non-disclosure and non-competition obligations from his officers, employees, agents and persons receiving any Confidential Information on behalf of or from the Agent to ensure that such information is kept confidential and managed in accordance with the terms of this agreement. A list of all persons, firms or entities to whom such information is disclosed, together with copies of all agreements made with those persons, firms or entities, shall be provided to the Agent upon five (5) days' notice in writing.
4.03 The Sub-Agent shall not directly or indirectly contact, deal with or otherwise become involved in any transaction with, nor divert or attempt to divert by solicitation or any other means, the contacts, sources of supply or customers of the business of the Company or the Agent, and the Sub-Agent shall not use any Confidential Information for any purpose other than the consummation of business transactions between a purchaser and the Company.
4.04 The Sub-Agent acknowledges that it would be difficult to measure damages to the Company from any breach of the covenants contained herein and further that money damages may be an inadequate remedy for any such breach, and, if an adequate remedy, so substantial as to be unenforceable. Therefore, the Sub-Agent agrees that, in addition to any other remedy to which the Company may be entitled on a breach hereof, the Company shall be entitled to obtain injunctive or other relief in order to restrain any breach by the Sub-Agent without the necessity of showing or proving any actual damage sustained.
4.05 The provisions contained in this section 4.00 shall survive the termination of thi...
Confidentiality and Non-Circumvention. Section 7.1 In consideration of mutual promises, assertions and covenants herein stated, and other good and valuable considerations, the receipt of which is hereby acknowledged, Company agrees on behalf of itself and its agents and assigns, to refrain from soliciting business and/or contracts and/or projects or sites from any Consultant Relationship without the written consent of Consultant, which may be withheld in its sole discretion, for a period of five years after the termination of this Agreement. In addition, Company and its agents and assigns agree to maintain complete confidentiality regarding all Consultant Relationships introduced by Consultant, and will only disclose such business sources only upon written consent of Consultant, which may be withheld in its sole discretion. Company agrees not to circumvent or attempt to circumvent this provision in any manner.