Confidentiality and Non-Disclosure Obligation Clause Samples

Confidentiality and Non-Disclosure Obligation. (a) The Shareholders agree, and each Shareholder agrees to cause its own officers, directors, employees or representatives and the Company and the officers, directors, employees or representatives of the Company, to preserve, protect and keep secret all financial, technical, operating and other information relating to (a) this Agreement and any aspect thereof, (b) the Business, (c) the CIPA and the Technical Services Agreement, (d) any basic proprietary technology developed or acquired by any of the Shareholders, and (d) any other matter that is of a proprietary or confidential nature, and which has not previously been made generally available to the public ("Confidential Information"). (b) The Shareholders agree, and each Shareholder agrees to cause the Company, not to use the Confidential Information for any purpose unrelated to this Agreement, the Business or the CIPA and the Technical Services Agreement, other than as required by applicable laws. Further, the Shareholders agree, and each Shareholder agrees to cause the Company, to safeguard and strictly control the dissemination of the Confidential Information and not to disclose the Confidential Information to any Person, other than as required by applicable laws.
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Confidentiality and Non-Disclosure Obligation. Representative shall maintain in strict confidence and not disclose any Confidential Information it receives from the Commission, or use the Confidential Information for his or her own or any other party’s benefit, except in furtherance of his or her obligations to the Commission pursuant to his or her assigned activities. Representative shall use, as a minimum, the same degree of care to avoid disclosure or use of the Confidential Information as he or she employs with respect to his or her own confidential, proprietary and secret information of like importance, but in any case using no less than a reasonable degree of care. Representative shall limit access to all Confidential Information to only those Commission staff, agents and representatives who need to know such information for carrying out Representative’s obligations to the Commission except as required or permitted by federal or state laws and regulations.
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Confidentiality and Non-Disclosure Obligation. Representative shall maintain in strict confidence and not disclose any Confidential Information it receives from the Commission or use the Confidential Information for his or her own or any otherparty’s benefit, except in furtherance of his or her obligations to the Commission pursuant to his or her assigned activities. Representative shall use, as a minimum, the same degree of care to avoid disclosure or use of the Confidential Information as he or she employs with respect to his or her own confidential, proprietary and secret information of like importance, but in any case, using no less than a reasonable degree of care. Representative shall limit access to all Confidential Information to only those Commission staff, agents and representatives who need to know such information for carrying out Representative’s obligations to the Commission except as required or permitted by federal or state laws and regulations. It is likely that as part of his or her assigned activities, Representative will be contacted by various stakeholders and communities of interest including, but not limited to: Acupuncture and East Asian medicine-related school or program representatives, acupuncture practitioners, representatives of East Asian medicine-related organizations and various regulatory agencies (each a Third Party) with questions, requests, or comments concerning ACAHM business, or attempting to lobby Representative to take certain actions or policy positions. The US Department Education Recognition Criteria requires that the Commission remain separate and independent of “…any related, associated, or affiliated trade association or membership organization” (34 CFR 602.14). Accordingly, when responding to such Third-Party contacts, Representative shall treat all of the Commission’s Accreditation-related activities, deliberations and work products, except those that are conducted in conjunction with ACAHM public hearing protocols, as Confidential Information. To preserve the confidentiality of Commission deliberations and to avoid even the appearance of undue influence or conflicts of interest, Representative shall not directly or indirectly make any private or public comment, statement, or communication with respect to, or otherwise disclose or permit the disclosure to any third party of any Confidential Information or of any matter regarding ACAHM operations, policies, procedures, standards, program review decisions, or other matters related to assigned activities wi...
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Related to Confidentiality and Non-Disclosure Obligation

  • Confidentiality and Non-Disclosure The Executive hereby agrees at all times during the term of the Employment and after his termination, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without prior written consent of the Company, any Confidential Information. The Executive understands that “Confidential Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients, customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of other employees of the Company or other business information disclosed to the Executive by or obtained by the Executive from the Company, its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the Executive.

  • Confidentiality; Non-Disclosure The State shall exercise at least the same degree of care to safeguard any trade secrets or confidential information of Contractor as the State does its own property of a similar nature and shall take reasonable steps to ensure that neither the confidential information of Contractor nor any part of it will be disclosed for reasons other than its own business interests. Such prohibition on disclosures does not apply to disclosures by the State to its employees, agents or representatives, provided such disclosures are reasonably necessary to the State’s use of the Deliverable, and provided further that the State will take all reasonable steps to ensure that the Deliverable is not disclosed by such parties in contravention of this Contract. The State’s performance of the requirements of this Section shall be subject to the State of Connecticut Freedom of Information Act ("FOIA"). All Records, Client Agency Data, and any Data owned by the State in any form, in the possession of the Contractor or Contractor Parties, whether uploaded, collected, stored, held, hosted, located or utilized by Contractor and Contractor Parties directly or indirectly, must remain within the continental United States.

  • Confidentiality and Nondisclosure (a) Each party (the "Receiving Party") hereby acknowledges that it may be exposed to Confidential Information (as defined herein) of the other party (the "Disclosing Party"). Except as provided herein, the parties further acknowledge that such Confidential Information shall not include the existence of this Agreement, but shall include the terms and conditions of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party protects its own Confidential Information, but in any event using not less than reasonable care. (b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent of the Disclosing Party. Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction.. (c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive relief.

  • Confidentiality and Non-Use In consideration of receiving Confidential Information, the QCP and PA agree as follows: a. The Parties hereby acknowledge that any Confidential Information received by either Party is the property of the disclosing Party and the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the disclosing Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Owner.

  • Confidentiality and Noncompetition (a) Executive acknowledges that, prior to and during the Term of this Agreement, the Company has furnished and will furnish to Executive Confidential Information which could be used by Executive on behalf of a competitor of the Company to the Company's substantial detriment. Moreover, the parties recognize that Executive during the course of his employment with the Company may develop important relationships with customers and others having valuable business relationships with the Company. In view of the foregoing, Executive acknowledges and agrees that the restrictive covenants contained in this Section are reasonably necessary to protect the Company's legitimate business interests and good will. (b) Executive agrees that he shall protect the Company's Confidential Information and shall not disclose to any Person, or otherwise use, except in connection with his duties performed in accordance with this Agreement, any Confidential Information; provided, however, that Executive may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Executive will promptly notify the Company of such order or subpoena to provide the Company an opportunity to protect its interests. Executive's obligations under this Section 4(b) shall survive any expiration or termination of this Agreement, provided that Executive may after such expiration or termination disclose Confidential Information with the prior written consent of the Chairman of the Board. (c) Upon the termination or expiration of his employment hereunder, Executive agrees to deliver promptly to the Company all Company files, customer lists, management reports, memoranda, research, Company forms, financial data and reports and other documents supplied to or created by him in connection with his employment hereunder (including all copies of the foregoing) in his possession or control, and all of the Company's equipment and other materials in his possession or control. Executive's obligations under this Section 4(c) shall survive any expiration or termination of this Agreement. (d) Upon the termination or expiration of his employment under this Agreement, Executive agrees that he shall not enter into or engage in the design, manufacture, marketing or sale of any products similar to those produced or offered by the Company or its affiliates in the area of North America, either as an individual, partner or joint venturer, or as an employee, agent or salesman, or as an officer, director, or shareholder of a corporation for a period of two (2) years from the date of his termination of employment. (e) Executive acknowledges that if he breaches or threatens to breach this Section 4, his actions may cause irreparable harm and damage to the Company which could not be compensated in damages. Accordingly, if Executive breaches or threatens to breach this Section 4, the Company shall be entitled to seek injunctive relief, in addition to any other rights or remedies of the Company. The existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of Executive's agreement under this Section 4(d). 5.