SAFEGUARDING OF INFORMATION A Clause Samples

SAFEGUARDING OF INFORMATION A. PARTY COOPERATION. In performance of this Agreement, it may be mutually advantageous to the Parties hereto to share certain specifications, designs, plans, drawings, software, market research or operating data, prototypes, intellectual property or other business, financial, and or/technical information related to products, Services, or the Owner's System which are proprietary to the disclosing Party or its Affiliates (and in the case of the Provider, the Provider's parent company) (together with this Agreement and related documents "Confidential Information"). The Parties recognize and agree that Confidential Information includes Confidential Information that was supplied in contemplation hereof prior to execution of this Agreement, and further agree that Confidential Information includes information in both tangible and intangible form Page 18 of 106 B. CONFIDENTIALITY. Unless such Confidential Information was previously known to the Party receiving such Confidential Information free of any obligation to keep it confidential, or such Confidential Information has been or is subsequently made public through other than unauthorized disclosure by the receiving Party or is independently developed by the receiving Party (as documented by the records of the receiving Party), it shall be kept confidential by the Party receiving such Confidential Information, shall be used only in the performance of this Agreement, and may not be used for any other purposes except upon such terms as may be agreed upon in writing by the Party owning such Confidential Information. The receiving Party may disclose such Confidential Information to other persons, upon the furnishing Party's prior written authorization, but solely to perform acts which this Article expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting disclosure and use of Confidential Information contained in this Article and to any other reasonable conditions requested by the furnishing Party. Nothing herein shall prevent a Party, upon prior written notice to the other Party, from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any regulation of, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exer...
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SAFEGUARDING OF INFORMATION A. PARTY COOPERATION. In performance of this Agreement, it may be mutually advantageous to the Parties hereto to share certain specifications, designs, plans, drawings, software, market research or operating data, prototypes, intellectual property or other business, financial, and or/technical information related to products, Services, or the Owner's System which are proprietary to the disclosing Party or its Affiliates (and in the case of the Provider, the Provider's parent company) (together with this Agreement and related documents "Confidential Information"). The Parties recognize and agree that Confidential Information includes Confidential Information that was supplied in contemplation hereof prior to execution of this Agreement, and further agree that Confidential Information includes information in both tangible and intangible form.
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Related to SAFEGUARDING OF INFORMATION A

  • CONFIDENTIALITY/SAFEGUARDING OF INFORMATION Contractor shall not use or disclose any information concerning Purchaser, or information which may be classified as confidential, for any purpose not directly connected with the administration of this Contract, except with prior written consent of Purchaser, or as may be required by law.

  • Sharing of Information Each Party (the “Recipient Party”) agrees to maintain the confidentiality of, and not to use, the confidential or proprietary information disclosed pursuant to or in connection with this Agreement (“Confidential Information”) by or on behalf of the other Party (the “Disclosing Party”) for any purpose whatsoever except in connection with performance pursuant to this Agreement. The obligations undertaken pursuant to this Section do not apply to such part of the Confidential Information that is or has become published or otherwise generally available to the public, other than as a consequence of the willful or negligent act or omission of the Recipient Party, or which, at the time of disclosure to the Recipient Party, was already in the lawful possession of the Recipient Party, as evidenced by written records. The Recipient Party will impose corresponding obligations of confidentiality and non-use on its Affiliates and each of their respective employees, agents and representatives (collectively, “Representatives”) involved in the performance of this Agreement prior to making the Confidential Information available to them. Any breach of confidentiality or non-use of Confidential Information by any Representative will be deemed a breach of confidentiality or non-use by the Recipient Party. It will not be a breach of the confidentiality obligations herein for the Recipient Party to disclose Confidential Information, where such disclosure is required by law or applicable legal process, provided the Recipient Party agrees to (a) immediately notify the Disclosing Party in writing of the existence, terms and circumstances surrounding such a requirement, and (b) assist the Disclosing Party in seeking a protective order or other appropriate remedy satisfactory to the Disclosing Party (at the expense of the Disclosing Party). If such protective order or other remedy is not obtained (or the Disclosing Party waives compliance with the provisions hereof), (i) the Recipient Party may disclose that portion of the Confidential Information it is legally required to disclose, (ii) the Recipient Party will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded the Confidential Information to be disclosed, and (iii) the Recipient Party will give written notice to the Disclosing Party of the information to be so disclosed as far in advance of its disclosure as practicable. The parties agree that any violation of this Section by the Recipient Party or its Representatives may be enforced by the Disclosing Party by obtaining injunctive or specific relief from a court of competent jurisdiction. Such relief is cumulative and not exclusive of any other remedies available to the Disclosing Party at law or in equity, including, but not limited to, damages and reasonable attorneys’ fees.

  • Dissemination of Information The Borrower authorizes each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a "Transferee") and any prospective Transferee any and all information in such Lender's possession concerning the creditworthiness of the Borrower and its Subsidiaries, including without limitation any information contained in any Reports; provided that each Transferee and prospective Transferee agrees to be bound by Section 9.11 of this Agreement.

  • Furnishing of Information Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

  • Use of Information The Agent may not use any information gained in connection with this Agreement and the transactions contemplated by this Agreement, including due diligence, to advise any party with respect to transactions not expressly approved by the Company.