Disclosure and Use of Confidential Information Clause Samples
The Disclosure and Use of Confidential Information clause defines how sensitive or proprietary information shared between parties must be handled. It typically restricts the receiving party from disclosing confidential information to third parties and limits its use to purposes specified in the agreement, such as fulfilling contractual obligations. This clause is essential for protecting business secrets, trade information, or personal data, ensuring that confidential material is not misused or improperly shared, thereby safeguarding the interests of the disclosing party.
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Disclosure and Use of Confidential Information. (a) Without limiting the definitions set forth in Section 8(b), above, Instructor shall consider and treat all Proprietary Knowledge received or accessed, directly or indirectly, by or for Instructor as Confidential Information.
(b) Notwithstanding any provisions of this Agreement, Instructor shall have no right to make or receive copies or reproductions of any Confidential Information which Instructor is, directly or indirectly, given the opportunity to view or review.
(c) Except as otherwise required by law, and subject to Section 9, Instructor shall:
(1) hold the Confidential Information in the strictest confidence;
(2) not modify, disseminate, transfer or otherwise publish or communicate, or in any way disclose to any third party, directly or indirectly, the Confidential Information, in whole or in part, except as provided herein or with the express prior written consent of HHC;
(3) not, directly or indirectly, use or exploit the Confidential Information for Instructor’s (or its Representatives’) own benefit, or for the benefit of any third party, or otherwise for any purpose, other than in furtherance of the Purpose, and
(4) not use or disclose the Confidential Information in any way harmful to HHC, its business or prospects.
(d) Notwithstanding the foregoing, Instructor may disclose Confidential Information to its Representatives who need to have the information in order to carry out the Purpose, provided that each such Representative has agreed in writing to keep confidential and protect the confidentiality of such Confidential Information in a manner substantially similar to the requirements of this Confidentiality Agreement. Neither Instructor nor its Representatives may use any Confidential Information disclosed to it by, on behalf of, or at the direction of, HHC for any purpose other than the Purpose, and shall not, directly or indirectly, use or exploit such Confidential Information for Instructor’s (or its Representatives’) own benefit, or for the benefit of any third party. Instructor shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of HHC in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include the degree of care that Instructor utilizes to protect its own confidential and proprietary information of a similar nature, but in no event le...
Disclosure and Use of Confidential Information. 2.1 The Disclosing Party and the Receiving Party intend entering into discussions with regards to the Proposed Transaction and during future interactions between the Parties relating to the Permitted Purpose, the Disclosing Party will disclose certain Confidential Information to the Receiving Party and the Receiving Party will gain knowledge of the Confidential Information of the Disclosing Party.
2.2 Subject to the provisions of clause 1.1.3(e), the Receiving Party shall not without the prior written consent of the Disclosing Party disclose to any Person:
2.2.1 any information with regards to the Proposed Transaction, or the terms and other facts related thereto, including without limitation, the fact that discussions regarding the Proposed Transaction are taking place or the status thereof; or
2.2.2 give any press release or make any other public announcement with regards to the Proposed Transaction.
2.3 Notwithstanding anything to the contrary contained in this Agreement, the Receiving Party hereby provides the Disclosing Party with an undertaking to maintain the secrecy of the Confidential Information disclosed to it by the Disclosing Party or its Affiliates, on the terms and conditions set out in this Agreement.
2.4 The Disclosing Party shall disclose to the Receiving Party such relevant Confidential Information as may be in the possession of the Disclosing Party and as will, in the sole and absolute discretion of the Disclosing Party, be required by the Receiving Party for the Permitted Purpose.
2.5 The Parties acknowledge that:
2.5.1 the Confidential Information is a valuable, special and unique asset of the Disclosing Party and/or its Affiliates; and
2.5.2 the Disclosing Party and/or its Affiliates may suffer irreparable harm or substantial economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement.
2.6 All Confidential Information disclosed by the Disclosing Party to the Receiving Party or which otherwise comes to the knowledge of the Receiving Party, is acknowledged by the Receiving Party:
2.6.1 to be proprietary to the Disclosing Party and/or one or more of its Affiliates; and
2.6.2 not to confer any rights of whatsoever nature in such Confidential Information on the Receiving Party.
2.7 The Receiving Party irrevocably and unconditionally agrees and undertakes:
2.7.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential;...
Disclosure and Use of Confidential Information. Each party must not during the Term or for five years after the end of the Term, disclose to any third party, or use for any purpose, any of the Confidential Information of the other party.
Disclosure and Use of Confidential Information. PROSPECTIVE BUYER agrees to keep confidential all Confidential Information and shall not, without COMPANY’s prior written consent, disclose to any third party, firm, corporation or entity, including affiliates of the PROSPECTIVE BUYER, such Confidential Information. PROSPECTIVE BUYER shall limit the disclosure of the Confidential Information to only those officers, employees and agents (including attorneys, accountants, bankers and consultants) of the PROSPECTIVE BUYER reasonably necessary to assist with the evaluation of the Properties. PROSPECTIVE BUYER shall use the Confidential Information only for the purpose of its internal evaluation of the Properties. PROSPECTIVE BUYER shall not make any other use, in whole or in part, of any such Confidential Information without COMPANY’s’ prior written consent. PROSPECTIVE BUYER agrees that, in complying with its confidentiality obligations under this Agreement, PROSPECTIVE BUYER shall use the same means it uses to protect its own confidential proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of the Confidential Information. PROSPECTIVE BUYER agrees to be responsible for any breach of this Agreement by their respective representatives.
Disclosure and Use of Confidential Information. Employee recognizes ---------------------------------------------- and acknowledges that information about Employer's and affiliates' present and prospective clients, franchises, management contracts, acquisitions and personnel, as they may exist from time to time, and to the extent it has not been otherwise disclosed, is a valuable, special and unique asset of Employer's business ("Confidential Information"). Throughout the term of this Agreement and for a period of two (2) years after its termination or expiration for whatever cause or reason except as required by applicable law, Employee shall not directly or indirectly, or cause others to, make use of or disclose to others any Confidential Information. During the term of this Agreement and for a period of two years thereafter, Employee agrees not to solicit for employment, directly or indirectly, on his behalf or on behalf of any person or entity, other than on behalf of Employer, any person employed by Employer, or its subsidiaries or affiliates during such period, unless Employer consents in writing. In the event of an actual or threatened breach by Employee of the provisions of this paragraph, Employer shall be entitled to injunctive relief restraining Employee from committing such breach or threatened breach. Nothing herein stated shall be construed as preventing Employer from pursuing any other remedies available to Employer for such breach or threatened breach, including the recovery of damages from Employee. "Affiliate" as used in this Agreement means a person or entity that is directly or through one or more intermediates controlling, controlled by or under common control with another person or entity.
Disclosure and Use of Confidential Information. In the course of performing or receiving Services in connection with this Agreement, the Manufacturer or Accelerated (each, when receiving information, the “Receiving Party”) may be given or have access to, confidential and proprietary information as defined as Confidential Information of the other Party below (the “Disclosing Party”). The Disclosing Party’s affiliates, subsidiaries, independent contractors, business partners, and licensors, may disclose information relating to any or all of the Disclosing Party’s products and/or services (whether marketed or in development), business proposals, manufacturing and distribution processes, customer lists, computer software and related documentation, financial information, and employee data, whether tangible or intangible, and including all copies, analyses and derivatives thereof, that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or which if disclosed orally is confirmed in writing by the Disclosing Party to the Receiving Party within thirty (30) days of initial disclosure (collectively, “Confidential Information”). The Receiving Party shall not, without the Disclosing Party’s prior written consent, disclose to any third-party any Confidential Information or use any Confidential Information for any purpose other than performance of the Services. The Receiving Party shall employ the same standard of care in protecting disclosed Confidential Information as it would employ to protect its own confidential information, but shall in no event use less than reasonable care. The Receiving Party shall disseminate Confidential Information to its personnel and Suppliers only on a “need-to-know” basis. The Receiving Party shall cause each of its personnel and Suppliers who have access to Confidential Information to comply with the terms of this Section 6 in the same manner as it is bound by this Section 6, with the Receiving Party remaining responsible for the actions and disclosures of any such personnel.
Disclosure and Use of Confidential Information. Except to the extent expressly authorized by this Agreement (including under Section 7.3), each Party (for purposes Article 7, the “Receiving Party”) in possession of the Confidential Information of the other Party (for purposes Article 7, the “Disclosing Party”) agrees to: (a) hold in confidence and not disclose the Disclosing Party’s Confidential Information to any Third Party (other than by a Party to an Affiliate under an obligation of confidentiality) and (b) only use (or permit the use of) the Disclosing Party’s Confidential Information in connection with activities contemplated by this Agreement. Except as otherwise expressly provided in this Agreement, nothing in Article 7 shall restrict either Party from using or disclosing any of its own Confidential Information for any purpose whatsoever.
Disclosure and Use of Confidential Information. Except to the extent expressly authorized by this Agreement, each Party (the “Receiving Party”) in possession of the Confidential Information of the other Party (the “Disclosing Party”) agrees to: (a) hold in confidence and not disclose the Disclosing Party’s Confidential Information to any Third Party and (b) only use the Disclosing Party’s Confidential Information for purposes of this Agreement or under any license granted to the Receiving Party under this Agreement.
Disclosure and Use of Confidential Information. 2.1 Each of Aurizon Network and the RIM (“the Recipient”) undertakes to keep confidential and not disclose any Confidential Information disclosed by the other party to it (“the Discloser”) or permit any person employed or engaged by it to disclose any such Confidential Information to any person (including other individuals employed or engaged by that party) except in accordance with this Deed, and to use Confidential Information disclosed by the Discloser only for the Permitted Purpose, unless:
(a) the Discloser provides its prior written approval; or
(b) the disclosure and/or use is:
(1) required or compelled by any law;
(2) required or compelled by any order of a court;
(3) required or compelled by notice validly issued by any Authority;
(4) necessary for the conduct of any legal proceedings, including any dispute resolution process under the Rail Connection Agreement, the Aurizon Network Access Undertaking or the Queensland Competition Authority Act 1997 (Qld);
(5) required under any stock exchange listing requirement or rule; or
(6) to the Recipient’s solicitors, barristers, or accountants under a duty of confidentiality.
Disclosure and Use of Confidential Information. 7.2.1 Each Party may use and disclose Confidential Information as needed to accomplish the SOW.
7.2.2 A Party may disclose the other Party’s Confidential Information:
(a) As required by a court, administrative or regulatory body of competent jurisdiction, by law, regulation or other applicable legal authority, or for patent filings and/or prosecution; or
(b) When requested by the chairman of a congressional oversight committee of jurisdiction acting in its oversight capacity; or
(c) When needed to provide medical care to a research subject when, in the opinion of the research subject’s health care providers, such treatment is reasonable and necessary; or
(d) With the prior written consent of the providing Party.
7.2.3 A Party shall provide notice to the other Parties of an intended disclosure under (a), (b), and (c) of Section 7.2.2 as soon as possible and shall limit any such disclosure to the extent possible. Disclosure in accordance with Section 7.2.2 will not otherwise affect the confidential nature of the information.