Mutual Confidentiality Clause Samples

Mutual Confidentiality. You acknowledge and agree that neither You nor anyone acting on Your behalf has made or will make any disclosures concerning the existence or terms of this Agreement to any person or entity, including, but not limited to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) Your spouse; (b) Your attorneys, accountants or financial advisors; or (c) any court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena. If You are contacted, served or learn that You will be served with a subpoena to compel Your testimony or the production of documents concerning this Agreement or Your employment with the Company, You agree to immediately notify [▇▇▇▇ ▇. (▇▇▇▇▇▇▇) ▇▇▇, Chief Executive Officer], by telephone. If You disclose the existence or terms of this Agreement pursuant to sub-clauses (a) or (b) of this paragraph, You shall inform such person or entity (i) of this confidentiality provision, and (ii) to maintain the same level of confidentiality required by this provision. Any breach of this provision by such person or entity shall be considered a breach by You. You may not use this Agreement as evidence, except in a proceeding in which a breach of this Agreement is alleged. The Company shall instruct the Board or other Company executive not to make any disclosures concerning the existence or terms of this Agreement to any person or entity, including, but not limited to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) the Company’s attorneys, accountants or financial advisors; (b) any employee of the Company as required to implement this Agreement; or (c) any court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena. 1 For purposes of Sections 3, 4, 5, and 6 of this Agreement, the term “Company” includes the Company, the Company’s current and former parents, subsidiaries, affiliates, and all related companies, as well as their respective officers, directors, shareholders, employees, agents, and any other representatives, any employee benefits plan of the Company, and any fiduciary of those plans.

Mutual Confidentiality. The Co-Managers and the Company (together, the "Parties") agree that during the term of the engagement being entered into herein, unless the other party has consented, or unless required by law, an industry regulator, or a court or agency of the government, the Parties will not reveal or disclose any Confidential Information of the other party to any third party, except to utilize such Confidential Information in a manner consistent with customary industry practices in connection with the provision of services under the foregoing letter, and then only to those persons who are under obligations of confidentiality similar to those set forth herein. The term "Confidential Information" means (1) confidential business or technical information or data of the Parties that is competitively and commercially valuable to the Parties and not generally known, or available by legal means, to the competitors of' the Parties or (ii) material nonpublic information about the Parties. To the extent that either party discloses Confidential Information of the other party to its agents, affiliates, representatives, and employees in a manner consistent with the first sentence of the foregoing paragraph, the Parties agree that such disclosing party will be responsible for a breach of this section by its agents, affiliates, representatives, and employees. Following the termination of the foregoing letter and this engagement, all such nonpublic Confidential Information in either party's possession will be promptly returned to the other party at the other party's request. Notwithstanding this requirement, the Parties shall be entitled to retain copies of Confidential Information to the extent that they are required to do so by law, statute or regulation or to comply with internal document retention requirements. Neither the previous paragraph nor any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to information, data or item of any kind which is: (i) in the public domain, through no action of the disclosing party; (ii) already known by the disclosing party (as can be established by the disclosing party's records); (iii) disclosed to the disclosing party by any person or entity not known by the disclosing party to be under an obligation of confidentiality to the other party; or (iv) independently developed or derived by the disclosing party (as can be established by the disclosing party's records).

Mutual Confidentiality. To the extent permitted by applicable law, the Parties shall maintain all information concerning this Agreement and any pending or subsequent negotiations between the Parties as confidential, disclosing information only to those individuals and representatives as designated by the other Party, provided that such individuals acknowledge and agree to maintain the confidentiality of such information.

Mutual Confidentiality. Subject to other written Agreements between the Parties, related to the Project under this Agreement, any written or oral information or data provided by either Party under this Agreement and marked or identified as proprietary or confidential (“Confidential Information”), shall not be disclosed for a period of five (5) years from termination or expiration of this Agreement, unless mutually agreed to in writing by the Parties. Each Party agrees to use reasonable care, but no less care than it uses to protect its own Confidential Information. Each Party agrees that it will not use Confidential Information of the other Party, other than for the purposes of this Agreement, or disclose such Confidential Information, to any person, other than to its affiliates, directors, officers, employees, agents or subcontractors, who have a need to know such Confidential Information and who are under an obligation of confidentiality consistent with the terms of this Agreement. The obligations of this Section shall not apply to: information that is available in the public domain or that becomes available through no fault of the receiving Party; information learned by the receiving Party from a third party not subject to a duty of confidentiality to the providing Party; information that was already known to the receiving Party before receipt from the providing Party, as evidenced by the receiving Party’s prior records; information that is independently developed by the receiving Party, as evidenced by the receiving Party’s records made in the ordinary course of business; information that the receiving Party is required to disclose by law, regulation or court order to disclose, provided that the providing Party is given as much prior notice and opportunity to restrict or limit such disclosure as the circumstances permit.

Mutual Confidentiality. Recipient may not disclose Confidential Information of Discloser to any third party or use the Confidential Information in violation of this agreement.

Mutual Confidentiality. NewLink and LIMR realize that certain confidential or proprietary information disclosed by one party (the “disclosing party”) to the other party (the “receiving party”) pursuant to this Agreement (“Confidential Information” of the disclosing party) shall be treated as confidential. For purposes of this Agreement, the term “Confidential Information” of a party means any of the following:

Mutual Confidentiality. This Section sets out the terms for identification of information which is considered confidential and proprietary by a party (the “Discloser”), and restrictions against use and disclosure of such Confidential Information after disclosure to the other party (the “Recipient”).

Mutual Confidentiality. In addition to being a copyright asset, the MLS Content is a confidential, proprietary, trade secret and intellectual property asset of RECOLORADO, access to which is highly restricted and controlled. The integrity of the Agreement and the relationship between the parties depends on each party protecting and respecting the confidential and proprietary rights of the other. Accordingly, each party agrees that the MLS Content, and all knowledge and information regarding RECOLORADO’s technology, intellectual property, products, services, and business (including member, vendor, and customer lists), financial, or personnel matters is the confidential and proprietary information of RECOLORADO, and all information disclosed by PARTICIPANT regarding its technology configuration and business strategy is the confidential and proprietary information of PARTICIPANT (both parties’ information collectively “Confidential Information”). Furthermore, the terms of the Agreement and Exhibit(s) as well as the MLS CONTENT are the Confidential Information of RECOLORADO. Each party shall hold all Confidential Information of the other in confidence, shall not use the Confidential Information of the other except to the extent necessary to perform services or enjoy express rights under the Agreement, and shall not disclose the Confidential Information of the other to any third party except as expressly authorized in the Agreement. This obligation of confidentiality shall survive termination of the Agreement. Confidential Information does not include information that is or becomes publicly available by other than unauthorized disclosure by the receiving party, is independently developed by the receiving party, is received from a third party who has lawfully obtained and disclosed it without breaching any confidentiality agreement or is already known by the receiving party at the time of its disclosure. The foregoing obligations of confidentiality shall not apply to information that is or becomes public through no fault of the recipient, or that is already lawfully and without restrictions in the possession of the recipient, or is independently discovered or developed by the recipient without reliance or use of the discloser’s confidential or proprietary information.

Mutual Confidentiality. The Receiving Party agrees to take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, but not less than reasonable care, to prevent the unauthorized duplication or use of the Disclosing Party’s Confidential Information and the disclosure of the Disclosing Party’s Confidential Information to third parties without the Disclosing Party’s prior written consent. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s employees or agents who reasonably need to have access to such information to perform the Receiving Party’s obligations under this Agreement, and who will treat such Confidential Information under the terms of this Agreement. Icertis may disclose this Agreement (but not any of Subscriber’s other Confidential Information) to actual and potential investors and funding sources who agree to hold it in confidence.