Proprietary and Confidential Data Clause Samples

The Proprietary and Confidential Data clause defines and protects information that is considered proprietary or confidential by a party to the agreement. It typically outlines what types of data are covered, such as business plans, technical information, or customer lists, and sets restrictions on how the receiving party may use, disclose, or handle this information. By establishing clear boundaries and obligations regarding sensitive data, this clause helps prevent unauthorized disclosure or misuse, thereby safeguarding the competitive interests and intellectual property of the disclosing party.
Proprietary and Confidential Data. In the event either Party furnishes the other Party with data which it considers proprietary and/or confidential, such data shall be clearly identified as such. The Parties shall use or disclose to third parties such proprietary and/or confidential data only for the purposes of licensing, construction, operation or maintenance of the Mine or the Facility as is required by applicable law and shall not publish or otherwise disclose such information to third parties without written approval of the other Party. In the event a dispute arises between the Parties with respect to any obligation hereunder, either Party may disclose the other's proprietary and/or confidential data on a confidential basis to any expert provided that such expert signs a statement not to further disclose such proprietary and/or confidential data and promptly furnishes the other Party with a copy of such statement. The term "Confidential Material" does not include information that was or becomes generally available to a Party on a non-confidential basis, provided that the source of such information was not bound by a confidentiality agreement. The term "Confidential Material" also does not include (i) information which is now or hereafter enters the public domain through no action on the part of the respective Parties in violation of the terms or conditions hereof or (ii) information disclosed by a Party to others on an unrestricted, nonconfidential basis after the date hereof.
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Proprietary and Confidential Data. 22.1.1 Each Party has and shall furnish the other Party with data or other information which is proprietary and/or confidential. The receiving Party shall have the right to use or disclose to third parties such proprietary and/or confidential data only, in its sole best judgment, for the purposes of licensing, construction, operation or maintenance as is required by Applicable Laws and does not have the right to publish or otherwise disclose it to third parties for any reason without written approval of the disclosing Party. If a dispute arises between the Parties with respect to any work, either Party may disclose the other’s proprietary and/or confidential data on a confidential basis to any expert provided that such expert sign a statement agreeing not to further disclose such proprietary and/or confidential data. 22.1.2 Proprietary and confidential information shall not include, however, information of either Party that (i) is already in the public domain through no act of the Party that received such information from the disclosing Party, as demonstrated by written or other tangible evidence, (ii) becomes generally available to the public other than as a result of a disclosure by the receiving Party or its Authorized Representative(s) or (iii) becomes available to the receiving Party on a non-confidential basis from a person other than the disclosing Party (or its Authorized Representative(s)) who is not otherwise bound by a confidentiality agreement with the disclosing Party and who has an independent right to such information. 22.1.3 Notwithstanding anything in this Section 22.1 to the contrary, either Party shall have the right to disclose such proprietary and/or confidential data to any governmental authorities when required by same but shall exert reasonable effort to secure confidential treatment of such data to be so disclosed.
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Proprietary and Confidential Data. 8.1. Seller agrees to keep confidential all documents, patterns, plans, drawings, specifications, information, data and the like communicated to Seller by ALSTOM, and such other information as to the businesses of ALSTOM as may be supplied by ALSTOM to Seller that is not generally ascertainable from public or published information or trade sources, which Seller might become aware of in the course of the performance of the Contract or created by Seller in the performance of the Work. 8.2. The provisions of this article shall remain effective during the performance of the Contract and until the expiry of five (5) years after completion (including the warranty period), cancellation or termination of the Contract.
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Proprietary and Confidential Data. (a) Except as otherwise required under Applicable Laws, Buyer and Seller shall maintain as strictly confidential and not disclose to any third party nor use or exploit for any purpose other than the purpose of this Agreement, Confidential Information provided to the other Party, that is owned by the disclosing Party, licensed by the disclosing Party from a third party, or disclosed by the disclosing Party under this Agreement. (b) Each Party agrees to permit access to the Confidential Information of the other Party only by those employees, consultants, attorneys of the Parties and their Affiliates and their independent contractors who have a need to know and who have been informed that the Confidential Information is subject to confidentiality and non-use obligations under this Agreement and have confidentiality and non-use obligations with respect to the Confidential Information that are at least equivalent to those contained under this Agreement. (c) The provisions of this Section 20.1 shall not apply to Confidential Information that: (i) is in the receiving Party’s possession before its receipt from the disclosing Party; (ii) is or becomes generally known to the public through no fault of the receiving Party; (iii) is rightfully received by the receiving Party from a third party without a duty of confidentiality; (iv) is hereafter independently developed by the receiving Party and the receiving Party can show that it did not utilize any information made available by the disclosing Party, as documented by the receiving Party’s records; or (v) is disclosed by the receiving Party with the disclosing Party’s express prior written approval. (d) In the event that Applicable Laws that affect any Utility require such Utility to submit the Agreement to a Governmental Entity, or a Utility determines that it is necessary or appropriate to produce the same in regulatory proceedings, such Utility shall promptly notify Seller of the Utility’s obligation and afford Seller reasonable opportunity in advance of submission to redact any information therefrom which Seller deems to be sensitive commercial or proprietary information, including, without limitation, provisions related to Compensation, defaults, termination and indemnification. Seller shall promptly redact the Agreement and Buyer shall thereafter submit the Agreement as redacted by Seller with any additional redaction by Buyer. (e) The provisions of this Section 20.1 shall survive until ten (10) years after the...
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Proprietary and Confidential Data. Notwithstanding anything to the contrary contained in Section 14.01 of the 1998 LSA, any disclosure to KMRC of Confidential Material by either Seller or Buyer shall not be a violation of such Section 14.01.
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Proprietary and Confidential Data 
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Related to Proprietary and Confidential Data

  • Proprietary and Confidential This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting parties.

  • Proprietary and Confidential Information USBFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present, or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of USBFS or any of its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Trust pursuant to Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

  • Confidential Data A. UTK shall not divulge to others, any trade secret or confidential information, knowledge, or data concerning or pertaining to the business and affairs of MGCN, obtained by UTK as a result of its engagement hereunder, unless authorized, in writing by MGCN. UTK represents and warrants that it has established appropriate internal procedures for protecting the trade secrets and confidential information of, MGCN including, without limitation, restrictions on disclosure of such information to employees and other persons who may be engaged in such information to employees and other persons who may be engaged in rendering services to any person, firm or entity which may be a competitor of. B. MGCN shall not divulge to others, any trade secret or confidential information, knowledge, or data concerning or pertaining to the business and affairs of UTK obtained as a result of its engagement hereunder, unless authorized, in writing, by UTK. C. UTK shall not be required in the performance of its duties to divulge to MGCN, or any officer, director, agent or employee of MGCN, any secret or confidential information, knowledge, or data concerning any other person, firm or entity (including, but not limited to, any such person, firm or entity which may be a competitor or potential competitor of) which UTK may have or be able to obtain other than as a result of the relationship established by this Agreement.

  • Treatment of Proprietary and Confidential Information A. Both parties agree that it may be necessary to provide each other during the term of this Agreement with certain confidential information, including trade secret information, including but not limited to, technical and business plans, technical information, proposals, specifications, drawings, procedures, customer account data and like information (hereinafter collectively referred to as “Information”). Both parties agree that all Information shall either be in writing or other tangible format and clearly marked with a confidential, private or proprietary legend, or, when the Information is communicated orally, it shall also be communicated that the Information is confidential, private or proprietary. The Information will be returned to the owner within a reasonable time. Both parties agree that the Information shall not be copied or reproduced in any form. Both parties agree to receive such Information and not disclose such Information. Both parties agree to protect the Information received from distribution, disclosure or dissemination to anyone except employees of the parties with a need to know such Information and which employees agree to be bound by the terms of this Section. Both parties will use the same standard of care to protect Information received as they would use to protect their own confidential and proprietary Information. B. Notwithstanding the foregoing, both parties agree that there will be no obligation to protect any portion of the Information that is either: 1) made publicly available by the owner of the Information or lawfully disclosed by a nonparty to this Agreement; 2) lawfully obtained from any source other than the owner of the Information; or 3) previously known to the receiving party without an obligation to keep it confidential.

  • Trade Secrets and Confidential Information Employee represents and warrants that: (i) he is not subject to any agreement that would prevent him from performing Employ ee’s Duties for the Company or otherwise complying with this Agreement, and (ii) he is not subject to or in breach of any non-disclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party. Employee agrees that he will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information (as defined below), except as authorized by the Company; (ii) or during his employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by him during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon his resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in his possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s consent. Notwithstanding the above, such information may be disclosed to authorized representatives of the US government in federal grant applications and to third parties in connection with licensing, financing and other commercial agreements, in each case to the extent the failure to provide such information would materially prejudice the Company’s ability to secure the grant or enter into the desired commercial relationship, and provided that in each case Employee uses his best efforts to cause the person(s) receiving such information to protect its confidentiality and limit its use, including securing a written confidentiality agreement where possible. The obligations under this subsection 15.a shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period.