RESTRICTIONS ON DISCLOSURE AND USE OF INFORMATION Clause Samples

The "Restrictions on Disclosure and Use of Information" clause defines the limitations placed on parties regarding the sharing and utilization of certain information, typically confidential or proprietary data. In practice, this clause specifies what types of information must be kept confidential, outlines who may access such information, and may set forth the circumstances under which disclosure is permitted, such as with prior written consent or as required by law. Its core function is to protect sensitive information from unauthorized use or dissemination, thereby safeguarding the interests and competitive advantage of the disclosing party.
RESTRICTIONS ON DISCLOSURE AND USE OF INFORMATION. 3.1 The receiving party agrees: 3.1.1 not to disclose the Confidential Information to any third party without the prior written consent of the disclosing party; and 3.1.2 not to use the Confidential Information for any purpose. 3.2.3 shall not be published or circulated by the receiving party; 3.2.4 shall not be copied or reproduced by the receiving party; and 3.2.5 shall be surrendered to the disclosing party on request.
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RESTRICTIONS ON DISCLOSURE AND USE OF INFORMATION. 3.1. The Receiving Party shall not disclose the Confidential Information to any person whomsoever other than the Representatives who are directly involved in carrying out the Receiving Party’s obligations in terms of this Agreement and then only on a need- to-know basis. Before revealing any Confidential Information to them, the Receiving Party shall procure that Representatives are made aware of the confidential nature of the Confidential Information being made available to them and that all Representatives are bound by similar undertakings of confidentiality. The Receiving Party shall not disclose the Confidential Information to any person, save its Representatives involved, in the Relationship and who have a need to know the Confidential Information and only to the extent necessary for the Relationship. 3.2. The Receiving Party agrees and undertakes in favour of the Disclosing Party that at all times during and after their engagement, including during contract negotiations, fulfilling any contractual duties to the other Party, client engagement, presentation, or negotiation: 3.2.1. not to disclose the Confidential Information to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, save in accordance with the provisions of this Agreement; 3.2.2. not to utilise, employ, exploit or any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purposes whatsoever other than strictly in relation to the Relationship, without the prior written permission of the Disclosing Party, and if the Confidential Information is proprietary to a third party, it shall also be incumbent upon the Receiving Party to obtain the prior written consent of such third party; 3.2.3. not to (and will not attempt to) decompile, disassemble, reverse engineer, access source code of, modify, improve, create a derivative work of, reconstruct or copy any Intellectual Property contained in or related to the whole or any part of the Confidential Information; 3.2.4. not to use the Confidential Information whether directly or indirectly, for the Receiving Party’s benefit or the benefit of any person, other than the Disclosing Party; and 3.2.5. that the unauthorised or unlawful use or disclosure of the Confidential Information my cause irreparable loss, harm and damage to the Disclosing Party. 3.3. The Receiving Party may only make such copies of the Confidential Information ...
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RESTRICTIONS ON DISCLOSURE AND USE OF INFORMATION. (a) Except to the extent necessary for the discharge of his duties under this Agreement or unless required to do so by law the Employee shall not during his employment or at any time thereafter disclose to any person any information relating to the business of the CIBA-GEIGY Group comprising CIBA-GEIGY AG and any company which it controls directly or indirectly (hereinafter referred to as “the Group”) or of any of its members or to the conduct or management of such business and in particular (but without limiting the general nature of this obligation) shall not disclose to any person: (i) the name or address of any customer of a member of the Group; (ii) the price at which a member of the Group sells or purchases any product or service; (iii) any trade secret or other information of any kind whatsoever relating to the products, processes, machinery, appliances or apparatus manufactured, sold, used or devised by any member of the group; or (iv) any information disclosed in confidence to any member of the Group by a third party provided that this obligation shall not apply to any information which subsequently enters the public domain other than through the act or default of the Employee. (b) The Employee shall not at any time except as is necessary for the purpose of his employment use, adopt or employ or be a party to the use, adoption or employment of any information obtained or acquired by him during his employment relating to: (i) any processes, methods, formulae, drawings, recipes, appliances, machinery, apparatus or plant belonging to any member of the Group: (ii) the results of any investigations or experiments made by a member of the Group or by its predecessors in business or by any person by or under the order or direction or for the benefit of any such member or its predecessors other than information accessible to the general public otherwise than through default by the Employee; and (iii) any information disclosed in confidence to any member of the Group by a third party.
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RESTRICTIONS ON DISCLOSURE AND USE OF INFORMATION. As to source code (and associated documentation), such disclosure is subject to QTI’s prior review and approval of LICENSEE’s email request to qct.sublicense-approval ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, which email request shall identify the name and address of such subcontractor, applicable Software, and any additional information requested by QTI. LICENSEE acknowledges and agrees that in the event QTI provides written authorization to LICENSEE, prior to LICENSEE providing the Software or documentation to such permitted subcontractor, LICENSEE will comply with the obligations set forth in (ii) above. OTI Confidential/Proprietary LICENSEE shall promptly cease using any subcontractor at QTI’s request, and agrees that it would be reasonable for QTI to request that LICENSEE cease using any subcontractor if, among other reasons, such subcontractor was infringing or misappropriating any of QTI’s or any of its Affiliates’ intellectual property rights or if QTI reasonably believes that such subcontractor is unlikely to comply (or be able to comply) with the terms and conditions of this Agreement. Upon the earlier to occur of (x) expiration or termination of this Agreement or applicable Software Addendum, (y) such subcontractor is no longer providing services for LICENSEE, or (z) QTI’s request that LICENSEE cease using such subcontractor, LICENSEE will ensure that the Software (and associated documentation) is returned to LICENSEE or destroyed. QTI and its Affiliates shall have no obligation to provide any direct support to any subcontractor. LICENSEE hereby agrees to indemnify QTI for all losses (including but not limited to lost license fees) suffered by QTI as a result of the misuse of such Software (and associated documentation) by any such subcontractor. LICENSEE shall assume full responsibility for the compliance of the terms and conditions of this Agreement by its subcontractors including seeking injunctive relief against such subcontractors as requested by QTI.
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RESTRICTIONS ON DISCLOSURE AND USE OF INFORMATION 
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Related to RESTRICTIONS ON DISCLOSURE AND USE OF INFORMATION

  • Restriction on Disclosure and Use of Confidential Information Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Employer, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to fully cooperate with Employer in maintaining the Confidential Information to the extent permitted by law. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed by law, court order, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer with prompt notice of such requirement so that Employer may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

  • Restrictions on Disclosure The Servicer agrees that it shall not, prior to the termination or expiration of this Agreement or within three (3) years after such termination or expiration, disclose to any Person any confidential or proprietary information, whether of a technical, financial, commercial or other nature, received directly or indirectly from WEST or any Subsidiary regarding the business of WEST and the Subsidiaries or the Engine Assets, except as authorized in writing by WEST, and except: (a) to representatives of the Servicer and any of its Affiliates in furtherance of the purpose of this Agreement provided that any such representatives shall have agreed to be bound by the restrictions on disclosure set forth in this Section 13.09; (b) to the extent required by Applicable Law or by judicial or administrative process, but in the event of proposed disclosure, the Servicer shall seek the assistance of WEST to protect information in which WEST has an interest to the maximum extent achievable; (c) to the extent that the information: (i) was generally available in the public domain; (ii) was lawfully obtained from a source under no obligation of confidentiality, directly or indirectly, to WEST or any Subsidiary; (iii) was disclosed to the general public with the approval of WEST or any Subsidiary; (iv) was in the files, records or knowledge of the Servicer or any of the Servicer’s Affiliates prior to initial disclosure thereof to the Servicer or any of the Servicer’s Affiliates by WEST or any Subsidiary; (v) was provided by WEST or any Subsidiary to the Servicer or any of the Servicer’s Affiliates without any express written (or, to the extent such information was provided in an oral communication, oral) restriction on use of or access to such information, and such information would not reasonably be expected to be confidential, proprietary or otherwise privileged; or (vi) was developed independently by the Servicer or any of the Servicer’s Affiliates; and (d) is reasonably deemed necessary by the Servicer to protect and enforce its rights and remedies under this Agreement; provided, however, that in such an event the Servicer shall act in a manner reasonably designed to prevent disclosure of such confidential information; and provided, further, that prior to disclosure of such information, the Servicer shall inform WEST and the Subsidiaries of such disclosure.

  • Confidentiality and Use of Information a) Contractor shall hold in trust for the District, and shall not disclose to any person, any confidential information. Confidential information is information which is related to the District’s research, development, trade secrets and business affairs; but does not include information which is generally known or easily ascertainable by nonparties through available public documentation. b) Contractor shall advise the District of any and all materials used, or recommended for use by Contractor to achieve the project goals, that are subject to any copyright restrictions or requirements. In the event Contractor shall fail to so advise the District and as a result of the use of any programs or materials developed by Contractor under this Contract the District should be found in violation of any copyright restrictions or requirements, or the District should be alleged to be in violation of any copyright restrictions or requirements, Contractor agrees to indemnify, defend and hold harmless, District against any action or claim brought by the copyright holder. c) Notwithstanding the above requirements, to the extent any records or documents associated with the Contractor’s services and/or the project are or become public records, they shall be subject to disclosure pursuant to the Public Records Act and applicable California law.

  • Limitations on Use of Information The Fund agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Intermediary.

  • Limitations on Disclosure The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such ▇▇▇▇▇’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.