Obligations With Respect to Confidentiality Clause Samples

Obligations With Respect to Confidentiality. During the term of this Agreement and for a period of five (5) years thereafter, each party ("Receiving Party") acknowledges and agrees that it shall not use for any purpose other than performance of this Agreement, or disclose to anyone, other than its officers, employees or representatives with a need to know for purposes of this Agreement, any Confidential Information disclosed to it by the other party (the "Disclosing Party"). For purposes of this Agreement, the term "Confidential Information" shall be deemed to mean and include all such information, material and data of the Disclosing Party (i) labelled or designated in writing as confidential or proprietary, (ii) which the Receiving Party or its officers, employees, representatives, agents, consultants, contractors and subcontractors (collectively, "Representatives") are advised is proprietary or confidential or (iii) which, in view of the nature of such information and/or the circumstances of its disclosure the Receiving Party knows or reasonably should know is confidential or proprietary, and solely by way of illustration and not in limitation shall include the following: information relating to financial data, plans, forecasts, intellectual property, methodologies, algorithms, agreements, market intelligence, technical concepts, customer information, strategic analyses, internal developments, publications, accountings or any other activities conducted or planned by either party. The confidentiality obligations herein shall not apply to any such information (i) which is or becomes publicly known without any fault of or participation by the Receiving Party, (ii) was in Receiving Party's possession prior to the time it was received from Disclosing Party or came into Receiving Party's possession thereafter, in each case lawfully obtained from a source other than Disclosing Party and not subject to any obligation of confidentiality or restriction on use, or (iii) is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Receiving Party shall notify the Disclosing Party of the requirement of disclosure before making such disclosure and shall comply with any protective order or other limitation on disclosure obtained by the Disclosing Party; or (iv) is independently developed by the Receiving Party by persons not having exposure to Disclosing Party's Confidential Information. The Receiving Party shall be permitted to use Confidential Inform...
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Obligations With Respect to Confidentiality. You acknowledge and agree that all confidentiality obligations and covenants set forth in your Employment Agreement or any other employment agreement that you signed at the time of or during your employment by Cerner or any of its subsidiaries shall continue in full force and effect. Nothing in this Separation Agreement shall (i) prohibit you from disclosing confidential information in connection with reporting possible violations of law or regulation to any governmental agency or entity or attorney in accordance with any whistleblower protection provisions of applicable law or regulation, including 18 USC 1833, or (ii) require notification or prior approval by Cerner of any reporting described in clause (i); provided, however, that any such disclosures must be made in accordance with the applicable law or regulation and in a manner that limits, to the furthest extent possible, disclosure of confidential information.
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Obligations With Respect to Confidentiality. During the term of this Agreement and for a period of five (5) years thereafter, the Receiving Party agrees that it shall not use for any purpose other than performance of this Agreement, or disclose to anyone, other than its Representatives or, with the prior written consent of the Disclosing Party, its subcontractors, in each event with a need to know for purposes of this Agreement, any Confidential Information disclosed to the Receiving Party by the Disclosing Party. This Section 3 shall apply to all disclosures of Confidential Information between the parties, including those occurring before the execution of this Agreement and those pertaining to the potential performance of Services or provision of Solutions or Products hereunder.
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Obligations With Respect to Confidentiality. During the term of this Agreement and for a period of five (5) years thereafter, each party (“Receiving Party”) agrees that it shall not use for any purpose other than performance of this Agreement, or disclose to anyone, other than its Affiliates and its and its Affiliates’ officers, employees, subcontractors and representatives (collectively, “Representatives”) or, with the prior written consent of the disclosing party (“Disclosing Party”), its subcontractors, in each event with a need to know for purposes of this Agreement, any Confidential Information disclosed to the Receiving Party by the Disclosing Party. For purposes of this Agreement, the term "Confidential Information" shall be deemed to mean and include all such information, material and data of the Disclosing Party (i) labeled or designated in writing as confidential or proprietary, (ii) which the Receiving Party or its Representatives are advised is proprietary or confidential or (iii) which, in view of the nature of such information and/or the circumstances of its disclosure the Receiving Party knows or reasonably should know is confidential or proprietary, and solely by way of illustration and not in limitation shall include the following: information relating to financial data, plans, forecasts, intellectual property, methodologies, algorithms, agreements, market intelligence, technical concepts, customer information, strategic analyses, internal developments, publications, accountings or any other activities conducted or planned by either party. This Section 9 shall apply to all disclosures of Confidential Information between the parties during the Term of this Agreement.
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Obligations With Respect to Confidentiality. In accordance with your existing and continuing obligations, you agree and acknowledge that Cerner has developed and owns valuable “Proprietary and Confidential Information” which constitutes valuable and unique property including, without limitation, concepts, ideas, plans, strategies, analyses, surveys, and proprietary information related to the past, present or anticipated business of Cerner. Except as may be required by law, you agree that you will not at any time disclose to others, permit to be disclosed, use, permit to be used, copy or permit to be copied, any such Proprietary and Confidential Information (whether or not developed by you) without Cerner’s prior written consent. Except as may be required by law, you further agree to maintain in confidence any Proprietary and Confidential Information of third parties received or of which you have knowledge as a result of your employment with Cerner. You further agree that the obligations set forth in this Paragraph supplement, are in addition to and not in lieu of all restrictive covenants set forth in your Employment Agreement or any other employment agreement that you signed at the time of or during your employment by Cerner or any of its subsidiaries. Nothing in this Separation Agreement shall (i) prohibit you from disclosing Proprietary and Confidential Information in connection with reporting possible violations of law or regulation to any governmental agency or entity or attorney in accordance with any whistleblower protection provisions of applicable law or regulation, including 18 USC 1833, or (ii) require notification or prior approval by Cerner of any reporting described in clause (i); provided, however, that any such disclosures must be made in accordance with the applicable law or regulation and in a manner that limits, to the furthest extent possible, disclosure of Proprietary and Confidential Information.
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Related to Obligations With Respect to Confidentiality

  • Obligations with Respect to Loan Parties The obligations of the Borrower to direct or prohibit the taking of certain actions by the other Loan Parties as specified herein shall be absolute and not subject to any defense the Borrower may have that the Borrower does not control such Loan Parties.

  • Obligations With Respect to Capital Stock Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no shareholder agreement, investor agreement, voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

  • REPRESENTATIONS WITH RESPECT TO RULE 17F 5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

  • Representations with Respect to Rule 17f-5 The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

  • Obligations of Confidentiality (a) Each Party acknowledges that it may be furnished, receive or otherwise have access to Confidential Information of the other Party in connection with this Agreement. (b) As necessary to accomplish the purposes of this Agreement, the Receiving Party may disclose Confidential Information of the Furnishing Party to any employee, officer, director, contractor, Service Recipient, agent or representative of the Receiving Party who has a legitimate need to know the information in question for the purposes of this Agreement and who is bound to the Receiving Party in writing to protect the confidentiality of the information in a manner substantially equivalent to that required of the Receiving Party. The Receiving Party may also disclose Confidential Information of the Furnishing Party to the Receiving Party’s regulatory agencies and Auditors provided they are made aware of the Receiving Party’s obligations of confidentiality with respect to the Furnishing Party’s Confidential Information. (c) The Receiving Party may disclose the terms of this Agreement to a third party that (i) has expressed bona fide interest in consummating a significant financing, merger or acquisition transaction between such third party and such party, (ii) has a reasonable ability (financial and otherwise) to consummate such transaction, and (iii) has executed a nondisclosure agreement that (1) includes within its scope the terms of this Section 15, (2) limits distribution to those with a need to know in connection with such transaction, and (3) allows use only in connection with the transaction. The Receiving Party shall endeavor to delay the disclosure of the terms and conditions of this Agreement under the preceding sentence until the status of discussions concerning such transaction warrants such disclosure. (d) Subject to Sections 15.2(b), 15.2(c), and 15.4, the Receiving Party will keep the Confidential Information of the Furnishing Party confidential and secure and will protect it from unauthorized use or disclosure by using at least the same degree of care as the Receiving Party employs to avoid unauthorized use or disclosure of its own Confidential Information of a similar nature, but in no event less than reasonable care. (e) In the event of any actual or suspected unauthorized disclosure, loss of, or inability to account for any Confidential Information of the Furnishing Party occurs, the Receiving Party will promptly so notify the Furnishing Party and will cooperate with the Furnishing Party and take such actions as may be necessary or reasonably requested by the Furnishing Party to minimize the violation and any damage resulting from it. (f) The provisions of this Section 15.2(f) apply notwithstanding anything to the contrary in this Agreement, including the exclusions to confidential information described in Section 15.1(b) (“Exclusions”). BancTec represents, warrants and covenants that it is and will be a qualified Nonaffiliated Third Party as defined in Section 509(5) of GLBA and shall adhere to the standards required for a “service provider” as this term is described in Section 502(b) of GLBA and the regulations promulgated thereunder for the purpose of the exceptions to “Opt Out” and “Initial Notice and Opt Out” requirements under GLBA. BancTec will, and will cause BancTec Personnel to, keep NPI confidential. BancTec will use, disclose, receive and maintain NPI only as necessary for the specific purpose for which the NPI was disclosed to BancTec and only in accordance with this Agreement, GLBA and any other applicable law, rule or regulation of any jurisdiction relating to disclosure or use of personal information. BancTec will, and will cause BancTec Personnel to, implement and maintain an appropriate security program for NPI to (i) ensure the security and confidentiality of NPI, (ii) protect against any threats or hazards to the security or integrity of NPI, and (iii) prevent unauthorized access to or use of NPI. BancTec will immediately notify DFS in writing (1) of any known or suspected disclosure or use of any NPI by BancTec or any BancTec Personnel in breach of this Agreement and (2) of any known or suspected disclosure of any NPI to BancTec or BancTec Personnel where the purpose of such disclosure is not known to BancTec. DFS reserves the right to review BancTec’s policies and procedures used to maintain the security and confidentiality of NPI, including auditing BancTec and BancTec Personnel concerning such policies and procedures. At DFS’ direction in its discretion at any time, and in any event upon any termination under or expiration of this Agreement, BancTec will immediately return to DFS any or all corresponding NPI and will destroy all records of such NPI. Otherwise, to the extent any applicable NPI is no longer necessary for the performance of Services, BancTec will return to DFS or destroy all records of such NPI. The provisions of this Section 15.2(f) supplement, are in addition to, and will not be construed to limit any other confidentiality obligations under this Agreement.