Common use of NON-DISCLOSURE OF SHARED INFORMATION Clause in Contracts

NON-DISCLOSURE OF SHARED INFORMATION. As used herein, the term "CONFIDENTIAL INFORMATION" shall mean all non-public information disclosed hereunder, whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, is plainly confidential or by the Parties' practices should be understood to be confidential. The term Confidential Information does not include information which: (1) has been or becomes published or is now, or in the future, in the public domain without breach of this Agreement or breach of a similar agreement by a third party; (2) prior to disclosure hereunder, is property within the legitimate possession of the receiving Party; (3) is lawfully received from a third party having rights therein without restriction of third party's or the receiving Party's rights to disseminate the information and without notice of any restriction against its further disclosure; or (4) is independently developed by the receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. During the Term, the Parties may supply and/or disclose to each other Confidential Information relating to the business of the other Party. Each item of Confidential Information will be kept confidential by the Parties during the Term and for a period of three (3) years thereafter, but may be disclosed in the enforcement or seeking of damages with respect to a Party's rights under this Agreement. The receiving Party will be responsible for any improper use of the Confidential Information by it or any of its Agents. Without the prior written consent of the disclosing Party, the receiving Party will not disclose to any entity or person the Confidential Information, or the fact that the Confidential Information has been made available to it, except for disclosures required by law, disclosures authorized by the Party owning the Confidential Information and disclosures made in the context of the enforcement or seeking of damages with respect to a Party's rights under this Agreement. Each

Appears in 2 contracts

Sources: Master Royalty and Use Agreement (Clearwire Corp), Master Royalty and Use Agreement (Clearwire Corp)

NON-DISCLOSURE OF SHARED INFORMATION. As used herein, the term "CONFIDENTIAL INFORMATION" shall mean all non-public information disclosed hereunderby a Party hereunder (in this context, the "DISCLOSING PARTY") to the other Party and its Agents (collectively, in this context, the "RECEIVING PARTY"), whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, is plainly confidential or by the Parties' practices reasonably should be understood to be considered as confidential. The term Confidential Information does not include information which: (1) has been or becomes published or is now, or in the future, in the public domain without breach of this Agreement by the Receiving Party or breach of a similar agreement by a third party; (2) prior to disclosure hereunder, is property within the legitimate possession of the receiving PartyReceiving Party which can be verified by independent evidence; (3) subsequent to disclosure hereunder, is lawfully received by the Receiving Party from a third party having rights therein without restriction of third party's or the receiving Receiving Party's rights to disseminate the information and without notice of any restriction against its further disclosure; or (4) is independently developed by the receiving Receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential InformationInformation which can be verified by independent evidence. During the Term, the Parties Disclosing Party may supply be supplying and/or disclose to each other Confidential disclosing Information relating to its business or operations. The Information will, during the business Term of this Agreement, and for a period of two (2) years after the termination or expiration of the other Party. Each item of Confidential Information will Agreement, be kept confidential by the Parties during Receiving Party and not used for any purpose other than implementing the Term and for a period terms of three (3) years thereafter, but may be disclosed in the enforcement or seeking of damages with respect to a Party's rights under this Agreement. The receiving Receiving Party will be responsible for any improper use of the Confidential Information by it or any of its Agents. Without the prior written consent of the disclosing PartyDisclosing Party and except as allowed herein, the receiving Receiving Party will not disclose to any entity or person Person the Confidential Information, or the fact that the Confidential Information has been made available to it, except (i) for disclosures required by lawLaw (or pursuant to judicial process), and (ii) for disclosures authorized to the Receiving Party's Agents. Each person to whom Information is disclosed must be advised of its confidential nature and must agree to abide by the Party owning the Confidential Information and disclosures made in the context terms of the enforcement or seeking of damages with respect to a Party's rights under this Agreement. EachSection 15(b).

Appears in 2 contracts

Sources: Long Term De Facto Transfer Lease Agreement (Clearwire Corp), Long Term De Facto Transfer Lease Agreement (Clearwire Corp)

NON-DISCLOSURE OF SHARED INFORMATION. As used herein, the term "CONFIDENTIAL INFORMATIONConfidential Information" shall mean all non-public information disclosed hereunder, whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, is plainly confidential or by the Parties' practices should be understood to be confidential. The term Confidential Information does not include information which: (1) has been or becomes published or is now, or in the future, in the public domain without breach of this Agreement or breach of a similar agreement by a third party; (2) prior to disclosure hereunder, is property within the legitimate possession of the receiving Party; (3) is lawfully received from a third party having rights therein without restriction of third party's or the receiving Party's rights to disseminate the information and without notice of any restriction against its further disclosure; or (4) is independently developed by the receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. During the Term, the Parties may supply and/or disclose to each other Confidential Information relating to the business of the other Party. Each item of Confidential Information will be kept confidential by the Parties during the Term and for a period of three (3) years thereafter, but may be disclosed in the enforcement or seeking of damages with respect to a Party's rights under this Agreement. The receiving Party will be responsible for any improper use of the Confidential Information by it or any of its Agents. Without the prior written consent of the disclosing Party, the receiving Party will not disclose to any entity or person the Confidential Information, or the fact that the Confidential Information has been made available to it, except for disclosures required by law, disclosures authorized by the Party owning the Confidential Information and disclosures made in the context of the enforcement or seeking of damages with respect to a Party's rights under this Agreement. EachEach person to whom

Appears in 2 contracts

Sources: Master Royalty and Use Agreement (Clearwire Corp), Master Royalty and Use Agreement (Clearwire Corp)

NON-DISCLOSURE OF SHARED INFORMATION. As used herein, the term "CONFIDENTIAL INFORMATIONConfidential Information" shall mean all non-public information disclosed hereunder, whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, is plainly confidential or by the Parties' practices should be understood to be confidential. The term Confidential Information does not include information which: (1) has been or becomes published or is now, or in the future, in the public domain without breach of this Agreement or breach of a similar agreement by a third party; (2) prior to disclosure hereunder, is property within the legitimate possession of the receiving Party; (3) is lawfully received from a third party having rights therein without restriction of third party's or the receiving Party's rights to disseminate the information and without notice of any restriction against its further disclosure; or (4) is independently developed by the receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. During the Term, the Parties may supply and/or disclose to each other Confidential Information relating to the business of the other Party. Each item of Confidential Information will be kept confidential by the Parties during the Term and for a period of three (3) years thereafter, thereafter but may be disclosed in the enforcement or seeking of damages with respect to a Party's rights under this Agreement. The receiving Party will be responsible for any improper use of the Confidential Information by it or any of its Agents. Without the prior written consent of the disclosing Party, the receiving Party will not disclose to any entity or person the Confidential Information, or the fact that the Confidential Information has been made available to it, except for disclosures required by law, disclosures authorized by the Party owning the Confidential Information and disclosures made in the context of the enforcement or seeking of damages with respect to a Party's rights under this Agreement. EachEach person to whom Confidential Information is disclosed must be advised of its confidential nature and must agree to abide by the terms of this section. The provisions of this Section 11.15 and of Section 14 of the IUA represent the entire understanding and agreement of the Parties with respect to the subject matter hereof and thereof and supercede all prior oral or written agreements between the Parties with respect to such subject matter, including, without limitation, all non-disclosure agreements. [THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.] Each Party has caused this Master Royalty and Use Agreement to be duly executed by its duly authorized officer or representative on the date first above written. CLEARWIRE SPECTRUM HOLDINGS II LLC By: /s/ R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------ Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: EVP CLEARWIRE CORPORATION By: /s/ R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------ Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: EVP LICENSEES CHICAGO INSTRUCTIONAL TECHNOLOGY FOUNDATION, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Pres. DENVER AREA EDUCATIONAL TELECOMMUNICATIONS CONSORTIUM, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Pres. INSTRUCTIONAL TELECOMMUNICATIONS FOUNDATION, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Pres. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CATHOLIC EDUCATIONAL PROGRAMMING FOUNDATION, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Pres. PORTLAND REGIONAL EDUCATIONAL TELECOMMUNICATIONS CORPORATION By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Pres. TWIN CITIES SCHOOLS' TELECOMMUNICATIONS GROUP, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Pres. EXHIBIT I DEFINITIONS AND INTERPRETATION EXHIBIT I DEFINITIONS AND INTERPRETATIONS

Appears in 2 contracts

Sources: Master Royalty and Use Agreement (Clearwire Corp), Master Royalty and Use Agreement (Clearwire Corp)

NON-DISCLOSURE OF SHARED INFORMATION. As used herein, the term "CONFIDENTIAL INFORMATIONConfidential Information" shall mean all non-public information disclosed hereunder, whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, is plainly confidential or by the Parties' practices should be understood to be confidential. The term Confidential Information does not include information which: (1) has been or becomes published or is now, or in the future, in the public domain without breach of this Agreement or breach of a similar agreement by a third party; (2) prior to disclosure hereunder, is property within the legitimate possession of the receiving Party; (3) is lawfully received from a third party having rights therein without restriction of third party's or the receiving Party's rights to disseminate the information and without notice of any restriction against its further disclosure; or (4) is independently developed by the receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. During the Term, the Parties may supply and/or disclose to each other Confidential Information relating to the business of the other Party. Each item of Confidential Information will be kept confidential by the Parties during the Term and for a period of three (3) years thereafter, thereafter but may be disclosed in the enforcement or seeking of damages with respect to a Party's rights under this Agreement. The receiving Party will be responsible for any improper use of the Confidential Information by it or any of its Agents. Without the prior written consent of the disclosing Party, the receiving Party will not disclose to any entity or person the Confidential Information, or the fact that the Confidential Information has been made available to it, except for disclosures required by law, disclosures authorized by the Party owning the Confidential Information and disclosures made in the context of the enforcement or seeking of damages with respect to a Party's rights under this Agreement. EachEach person to whom Confidential Information is disclosed must be advised of its confidential nature and must agree to abide by the terms of this section. The provisions of this Section 11.15 and of Section 14 of the IUA represent the entire understanding and agreement of the Parties with respect to the subject matter hereof and thereof and supercede all prior oral or written agreements between the Parties with respect to such subject matter, including, without limitation, all non-disclosure agreements. <PAGE> Each Party has caused this Master Royalty and Use Agreement to be duly executed by its duly authorized officer or representative on the date first above written. CLEARWIRE SPECTRUM HOLDINGS II LLC By: /s/ R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: EVP CLEARWIRE CORPORATION By: /s/ R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: EVP LICENSEES CHICAGO INSTRUCTIONAL TECHNOLOGY FOUNDATION, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Pres. DENVER AREA EDUCATIONAL TELECOMMUNICATIONS CONSORTIUM, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Pres. INSTRUCTIONAL TELECOMMUNICATIONS FOUNDATION, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Pres. <PAGE> NORTH AMERICAN CATHOLIC EDUCATIONAL PROGRAMMING FOUNDATION, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Pres. PORTLAND REGIONAL EDUCATIONAL TELECOMMUNICATIONS CORPORATION By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Pres. TWIN CITIES SCHOOLS' TELECOMMUNICATIONS GROUP, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Pres. <PAGE> EXHIBIT I DEFINITIONS AND INTERPRETATION <PAGE> EXHIBIT I DEFINITIONS AND INTERPRETATIONS

Appears in 1 contract

Sources: Master Royalty and Use Agreement

NON-DISCLOSURE OF SHARED INFORMATION. As used herein, the term "CONFIDENTIAL INFORMATIONConfidential Information" shall mean all non-public information disclosed hereunder, whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, is plainly confidential or by the Parties' practices should be understood to be confidential. The term Confidential Information does not include information which: (1) has been or becomes published or is now, or in the future, in the public domain without breach of this Agreement or breach of a similar agreement by a third party; (2) prior to disclosure hereunder, is property within the legitimate possession of the receiving Party; (3) is lawfully received from a third party having rights therein without restriction of third party's or the receiving Party's rights to disseminate the information and without notice of any restriction against its further disclosure; or (4) is independently developed by the receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. During the Term, the Parties may supply and/or disclose to each other Confidential Information relating to the business of the other Party. Each item of Confidential Information will be kept confidential by the Parties during the Term and for a period of three (3) years thereafter, but may be disclosed in the enforcement or seeking of damages with respect to a Party's rights under this Agreement. The receiving Party will be responsible for any improper use of the Confidential Information by it or any of its Agents. Without the prior written consent of the disclosing Party, the receiving Party will not disclose to any entity or person the Confidential Information, or the fact that the Confidential Information has been made available to it, except for disclosures required by law, disclosures authorized by the Party owning the Confidential Information and disclosures made in the context of the enforcement or seeking of damages with respect to a Party's rights under this Agreement. EachEach person to whom Confidential Information is disclosed must be advised of its confidential nature and must agree to abide by the terms of this section. The provisions of this Section 10.14 and of the confidentiality provisions of the IUA represent the entire understanding and agreement of the Parties with respect to the subject matter hereof and thereof and supercede all prior oral or written agreements between the Parties with respect to such subject matter, including, without limitation, all non-disclosure agreements. [THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.] Each Party has caused this Master Royalty and Use Agreement to be duly executed by its duly authorized officer or representative on the date first above written. CLEARWIRE SPECTRUM HOLDINGS II LLC By: /s/ R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------ Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: E. VP HISPANIC INFORMATION AND TELECOMMUNICATIONS NETWORK, INC. By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: President and CEO EXHIBIT I DEFINITIONS AND INTERPRETATIONS

Appears in 1 contract

Sources: Master Royalty and Use Agreement (Clearwire Corp)

NON-DISCLOSURE OF SHARED INFORMATION. As used herein, the term "CONFIDENTIAL INFORMATIONConfidential Information" shall mean all non-public information disclosed hereunder, whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, is plainly confidential or by the Parties' practices [*** Confidential Treatment Requested] should be understood to be confidential. The term Confidential Information does not include information which: (1) has been or becomes published or is now, or in the future, in the public domain without breach of this Agreement or breach of a similar agreement by a third party; (2) prior to disclosure hereunder, is property within the legitimate possession of the receiving Party; (3) is lawfully received from a third party having rights therein without restriction of third party's or the receiving Party's rights to disseminate the information and without notice of any restriction against its further disclosure; or (4) is independently developed by the receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. During the Term, the Parties may supply and/or disclose to each other Confidential Information relating to the business of the other Party. Each item of Confidential Information will be kept confidential by the Parties during the Term and for a period of three (3) years thereafter, but may be disclosed in the enforcement or seeking of damages with respect to a Party's rights under this Agreement. The receiving Party will be responsible for any improper use of the Confidential Information by it or any of its Agents. Without the prior written consent of the disclosing Party, the receiving Party will not disclose to any entity or person the Confidential Information, or the fact that the Confidential Information has been made available to it, except for disclosures required by law, disclosures authorized by the Party owning the Confidential Information and disclosures made in the context of the enforcement or seeking of damages with respect to a Party's rights under this Agreement. EachEach person to whom Confidential Information is disclosed must be advised of its confidential nature and must agree to abide by the terms of this section. The provisions of this Section 10.14 and of the confidentiality provisions of the IUA represent the entire understanding and agreement of the Parties with respect to the subject matter hereof and thereof and supercede all prior oral or written agreements between the Parties with respect to such subject matter, including, without limitation, all non-disclosure agreements. [THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.] Each Party has caused this Master Royalty and Use Agreement to be duly executed by its duly authorized officer or representative on the date first above written. CLEARWIRE SPECTRUM HOLDINGS II LLC By: /s/ R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------ Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: E. VP HISPANIC INFORMATION AND TELECOMMUNICATIONS NETWORK, INC. By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: President and CEO EXHIBIT I DEFINITIONS AND INTERPRETATIONS

Appears in 1 contract

Sources: Master Royalty and Use Agreement (Clearwire Corp)