Confidentiality and Nonuse Sample Clauses

The Confidentiality and Nonuse clause obligates parties to protect and refrain from disclosing or improperly using confidential information shared during their relationship. Typically, this clause requires recipients to implement reasonable safeguards to prevent unauthorized access and limits the use of such information strictly to purposes outlined in the agreement, such as evaluating a business opportunity or performing contractual duties. Its core function is to preserve the secrecy of sensitive information, thereby preventing competitive harm or misuse and fostering trust between the parties.
Confidentiality and Nonuse. (a) After the Closing, the Seller will not disclose or use (except as hereafter expressly permitted in this sentence) any trade secrets, confidential information or other non-public information which is part of the Acquired Assets or relates to the Subject Business of Seller or Buyer, either known on the date hereof or subsequently learned by Seller in connection with any of the Contemplated Transactions, unless such disclosure or use is required to satisfy any Legal Requirement or approved by Buyer in writing; provided, however, Seller shall (subject to limitations contained in the Noncompetition Agreement) be entitled to use, but not disclose, the copy it retains pursuant to part (b) of the last sentence of § 2.1 solely in connection with supporting the Series 200™ and Series 300™ products in Seller's equipment rental business. (b) After the Closing, the Buyer will not disclose (except as hereafter expressly permitted in this sentence) any trade secrets, confidential information or other non-public information of Seller (either known on the date hereof or subsequently learned by Buyer in connection with any of the Contemplated Transactions) which relates to Seller's lighting equipment rental business unless such disclosure or use is required to satisfy any Legal Requirement or approved by Seller in writing; provided, however, Seller shall be entitled to disclose in any event any information included in the Acquired Assets or otherwise relating to the Subject Business (whether now existing or hereafter arising). (c) In the event a court of competent jurisdiction determines the scope of the limitations contained in this § 12.2 is too broad to be capable of enforcement, such court may ignore such unenforceable provision(s) of this § 12.2 and instead enforce the provisions of this § 12.2 with such limitations on scope as the court determines proper.
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Confidentiality and Nonuse. Consultant will (a) hold PDL’s Confidential Information in trust and in strictest confidence, (b) protect the Confidential Information from disclosure and in no event take or fail to take any action causing any Confidential Information disclosed to or developed by Consultant to lose its character as Confidential Information and (c) will not use, reproduce, disseminate or disclose the Confidential Information except as permitted under this Agreement. Any and all reproductions of the Confidential Information made by Consultant will prominently contain a confidentiality legend. “Confidential Information” means any and all data and information (a) which has value to PDL or to its affiliated companies, licensees, customers, suppliers, or other third parties and is not generally known by competitors and (b) which is treated by PDL as confidential. Confidential Information may include, but is not limited to, any portion of any scientific or technical information, process, data, biological material, software programs, and information relating to PDL’s financial affairs, products, processes, business plans, employees, research and development, manufacturing, distribution and marketing, or information which any third party has disclosed to PDL in confidence.
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Confidentiality and Nonuse. The receiving party shall accept the Confidential Information of the disclosing party for the sole purpose of the Discussions between the parties and any activity of the parties in furtherance thereof and will not, without prior written consent of the disclosing party, use such Confidential Information except for such purpose. Except as provided herein, or as required by law, the receiving party further agrees not to disclose the Confidential Information to persons other than employees, officers, directors, attorneys, consultants, representatives, and agents of the receiving party who will perform all or a portion of the duties of the receiving party and who are obligated to keep such information in confidence (hereinafter designated as such parties' "Representatives"). The term "Representatives" shall also include NOANET' member utilities and their Representatives. Prior to disclosing Confidential Information to a party's Representatives, each such Representative will be made aware of the nature of the Confidential Information and will agree to be bound by this Agreement. The obligation of the receiving party not to use or disclose Confidential Information of the disclosing party shall not apply to information which: (a) at the time of disclosure by the disclosing party is in the possession of the receiving party and was not acquired, directly or indirectly, from the disclosing party with knowledge of its confidential nature; (b) is acquired by the receiving party from third parties which, to the knowledge of the receiving party, have not received such information in confidence from the disclosing party or from other third parties; or (c) is now or hereafter becomes, through no fault of the receiving party, a part of the public domain by publication or otherwise; (d) is independently developed by the receiving party without the use of Confidential Information; (e) is disclosed to any court, regulatory agency, or any other party as required by law; or (f) which, in the receiving party's judgment, it is required or deems its advisable upon advice of counsel to disclose under the Washington State Public Disclosure Act (RCW 42.17.250, et seq.), the Washington Open Public Meetings Act (RCW 42.30, et seq.), or any other applicable public disclosure requirement. In connection with any disclosure intended pursuant to exceptions (e) or (f), the receiving party (i.e., the party that initially received the Confidential Information that it intends to disclose) agrees...
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Confidentiality and Nonuse. (a) The Consultant will not use, reproduce, disseminate or disclose any Confidential Information (defined below) of Client, either during or after the term of this Agreement, except to perform the Services or as otherwise permitted under this Agreement. “Confidential Information” includes Inventions (defined below), any and all data, know-how, techniques, processes, code, business or financial information or other information disclosed to the Consultant in connection with the Services that is marked as confidential, disclosed under circumstances which would reasonably cause one to expect it to be confidential, or is otherwise treated by Client as confidential. (b) The obligations of confidentiality under this Agreement will not apply to the extent the Consultant can demonstrate that the information (i) was already known to Consultant through no wrongful act of Consultant prior to being disclosed to Consultant by Client, (ii) was or has became generally known to the public through no wrongful act of the Consultant, (iii) was received by the Consultant from a third party without restriction on disclosure and without breach of an obligation of confidentiality running directly or indirectly to Client or (iv) was independently developed by the Consultant without reference to Client’s Confidential Information. (c) Disclosure of Confidential Information or the supply of any materials to the Consultant under this Agreement will not constitute any grant, option or license under any patent or other rights. (d) The Consultant expressly acknowledges that all the information mentioned herein, constitutes industrial and commercial secrets for Client and that such information grants to Client economic and commercial advantages before third parties. (e) Client states and the Consultant acknowledges that Client has adopted all the possible measures and systems to protect the confidentiality as well as the restricted use of the information mentioned herein. (f) Upon termination of this Agreement, Consultant will immediately return to Client any and all Client Confidential Information.
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Confidentiality and Nonuse 
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Related to Confidentiality and Nonuse

  • 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 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 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.

  • Confidentiality and Non-Competition To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.