PROPRIETARY INFORMATION, NONDISCLOSURE AND PUBLICITY Sample Clauses

The "Proprietary Information, Nondisclosure and Publicity" clause is designed to protect confidential and proprietary information shared between parties during the course of their relationship. It typically requires each party to keep sensitive business information private, restricts the use or disclosure of such information to third parties, and may also limit public announcements or publicity regarding the agreement or its terms. This clause ensures that valuable business secrets and sensitive data are not improperly disclosed or used, thereby safeguarding the competitive interests and reputations of the parties involved.
PROPRIETARY INFORMATION, NONDISCLOSURE AND PUBLICITY. 10.1 Both parties agree that all information furnished to it by the other party which is identified as being proprietary or confidential or which the receiving party knows or has reason to know is confidential, trade secret or proprietary information (the “Proprietary Information”) is to be treated in a confidential manner and shall remain the sole and exclusive property of the providing party. Proprietary Information may not be directly or indirectly disseminated to any third party without the prior written consent of the disclosing party; provided, however, that the receiving party may disclose the same to its employees and subcontractors that have a need to know because of their involvement in this Agreement and have agreed to maintain the confidential nature of the Proprietary Information. Both parties acknowledge that the Proprietary Information of the other party is a valuable asset of the disclosing party, that any unauthorized disclosure or use thereof may cause irreparable harm and loss, that monetary damages may not be sufficient to compensate, and that injunctive relief is an appropriate remedy to prevent any actual or threatened unauthorized use or disclosure of the Proprietary Information. Without limiting the foregoing, the terms and conditions of this Agreement are Proprietary Information. Both parties shall return any copies of Proprietary Information to the disclosing party upon the request of the disclosing party and upon the termination or expiration of this Agreement. 10.2 The confidentiality and non-disclosure obligations set forth herein do not apply to any portion of the Proprietary Information that (i) is or becomes public knowledge through no fault of the receiving party; (ii) is disclosed to the receiving party without a restriction on disclosure by a third party that has the lawful right to disclose the same; or (iii) is required to be disclosed by the receiving party pursuant to a lawful and formal request of a governmental or regulatory authority (so long the receiving party provides the disclosing party with prior written notice of such governmental or regulatory request and a reasonable opportunity under the circumstances to contest such request). 10.3 Neither party shall use any confidential information belonging to a third party in furtherance of their obligations hereunder, unless otherwise authorized by that third party. 10.4 Comcast must pre-approve and control the dissemination of any public announcement, press release ...
View SourceView Similar (4)
PROPRIETARY INFORMATION, NONDISCLOSURE AND PUBLICITY. 25.1 Dealer agrees that during and after the Term of this Agreement, Dealer, nor any person, firm, corporation or other entity affiliated with, owned in whole or in part by, employed by or otherwise connected with Dealer, shall directly or indirectly, without the express written consent of Comcast, divulge, use, sell, exchange, furnish, give away, or transfer in any way any Confidential Information (as hereinafter defined) of Comcast. 25.2 Dealer acknowledges that any Confidential Information that has been disclosed to it by Comcast has been disclosed solely for the purpose of enabling Dealer to perform its duties hereunder. Dealer agrees that all Confidential Information, whether provided by Comcast prior to or after the commencement date hereof, is the exclusive property of Comcast, and further agrees that all of Comcast’s Subscribers are and shall remain customers of Comcast. 25.3 If Dealer is served with any form of process purporting to require Dealer to disclose any Confidential Information to any third party, Dealer shall immediately notify Comcast who shall, in addition to Dealer’s efforts, if any, have the right to seek to quash such process. Dealer shall cooperate with Comcast in all efforts to quash such process or otherwise to limit the scope of any required disclosure. In the event that the disclosure of any Confidential Information is compelled, Dealer shall seek an appropriate protective order from the court to limit access to such information.
View Source

Related to PROPRIETARY INFORMATION, NONDISCLOSURE AND PUBLICITY

  • Nondisclosure and Nonuse of Confidential Information (a) During the period commencing with the date of this Agreement and ending on (i) the fifth anniversary of the date of the termination of Employee's employment with the Company if such termination arises as a result of voluntary termination or retirement by Employee or termination by the Company for "Cause" (as defined in Section 7 (a) hereof) and (ii) the date which is 18 months following the date of termination of Employee's employment with the Company if such termination arises for any reason other than as provided in subparagraph 4 (a) (i) above, Employee covenants and agrees with the Company that Employee shall not disclose or use any Confidential Information (as defined below) of which Employee is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by Employee's performance of duties assigned to Employee by the Company. Employee shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. (b) As used in this Agreement, the term "Confidential Information" means information that is not generally known to the public and that is or has been used, developed or obtained, either prior to or following the date of this Agreement, by the Company in connection with its businesses, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xi) customers and clients and customer or client lists, (xii) other copyrightable works, (xiii) all technology and trade secrets, and (xiv) all similar and related information in whatever form. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Employee proposes to disclose or use such information other than as a result of disclosure by Employee in violation of this Agreement. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

  • CONFIDENTIAL INFORMATION AND PUBLICITY 11.1 If Cisco and Supplier have entered into a Non-Disclosure Agreement (“NDA”) which covers disclosure of confidential information under the Purchase Order, and if the term of the NDA expires before the expiration or termination of the Purchase Order, then the term of the NDA shall be automatically extended to match the term of the Purchase Order. 11.2 The parties shall treat the terms, conditions, and existence of the Purchase Order as Confidential Information as defined in the NDA. 11.3 Supplier shall obtain Cisco’s written consent prior to any publication, presentation, public announcement, or press release concerning its relationship as a supplier to Cisco.

  • Non-Disclosure and Non-Use of Confidential Information The Receiving Party shall use the Disclosing Party’s Confidential Information only for the purpose of evaluating the Relationship and for the purposes of the ongoing Relationship, and shall protect such Confidential Information from disclosure to third parties, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. The Receiving Party shall not make any copies of Confidential Information unless the same are previously approved of in writing by the Disclosing Party. The Receiving Party shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its affiliates, employees and consultants (“Representatives”), in each case only if such Representatives have a need to know, and provided that such Representatives (i) use the Confidential Information for the purposes of the Relationship only, and (ii) are bound to protect the Confidential Information as required hereunder. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information. The Receiving Party agrees not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party’s Confidential Information and which are provided to the Receiving Party hereunder. The Parties shall each be responsible for any breach of the terms of this Agreement by them or their Representatives and agree, at their sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain their respective Representatives from prohibited or unauthorized disclosure or use of the Confidential Information.

  • Proprietary Information and Inventions Agreements The Company shall require all employees and consultants with access to confidential information to execute and deliver a Proprietary Information and Inventions Agreement in substantially the form approved by the Company’s Board of Directors.

  • Proprietary Information and Inventions Agreement The Company shall require all employees and consultants to execute and deliver a Proprietary Information and Inventions Agreement substantially in a form approved by the Company’s counsel or Board of Directors.