Confidentiality Clause Example with 5 Variations from Business Contracts
This page contains Confidentiality clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Confidentiality. (a) For so long as the Investor Group Designees are serving as directors on the Board, the Investor Group and its Representatives may receive confidential information of the Company from the Investor Group Designees which they learn in their capacity as a director of the Company, including discussions or matters considered in meetings of the Board or Board committees (collectively and individually, “Confidential Information”); provided, however, that the Investor Group and each Investor Group De...signee shall have executed a confidentiality agreement with the Company in the form attached hereto as Exhibit D (a “Confidentiality Agreement”) prior to the receipt of Confidential Information by the members of the Investor Group or their Representatives from the Investor Group Designees; provided, further, that in the event that a Replacement Designee is appointed to the Board pursuant to Section 1(j), the Investor Group and its Representatives may not receive Confidential Information from such Replacement Designee unless and until the Company, the Investor Group and such Replacement Designee shall have executed an amendment or joinder to the applicable Confidentiality Agreement to join such Replacement Designee to the Confidentiality Agreement as the Investor Group Designee thereunder. (b) For the avoidance of doubt, the parties acknowledge and agree that the obligations of the Investor Group and the Investor Group Designees under this Section 7 shall be in addition to, and not in lieu of, the Investor Group Designees’ confidentiality obligations under Delaware law and the Charter, By-Laws and applicable corporate governance policies of the Company; provided, that in the event of a conflict between an Investor Group Designee’s confidentiality obligations under the applicable corporate governance policies of the Company and those in the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control.View More
Variations of a "Confidentiality" Clause from Business Contracts
Confidentiality. (a) For so long as the Investor Group Designees are Designee is serving as directors a director on the Board, the Investor Group and its Representatives may receive confidential information of acknowledges that following her appointment to the Company from Board, the Investor Group Designees which they learn in their capacity as a director of the Company, including discussions or matters considered in meetings of the Board or Board committees (collectively and individually, “Confidential Informa...tion”); provided, however, that the Investor Group and each Investor Group Designee shall have executed a confidentiality agreement will not communicate with the Company in the form attached hereto as Exhibit D (a “Confidentiality Agreement”) prior to the receipt of Confidential Information by the members of the Investor Group or their Representatives from the Investor Group Designees; provided, further, that in the event that a Replacement Designee is appointed to the Board pursuant to Section 1(j), the Investor Group and its Representatives may not receive Confidential Information from such Replacement Designee unless and until the Company, the Investor Group and such Replacement Designee shall have executed an amendment or joinder to the applicable Confidentiality Agreement to join such Replacement Designee to the Confidentiality Agreement as the Investor Group Designee thereunder. regarding the Company without the prior written consent of the Company (but the foregoing shall in no way limit any communications with the Company and the full Board or with any full committee thereof). (b) For the avoidance of doubt, the parties acknowledge and agree that the obligations of the Investor Group and the Investor Group Designees under this Section 7 shall be in addition to, and not in lieu of, the Investor Group Designees’ Designee’s confidentiality obligations under Delaware law and the Charter, By-Laws and applicable corporate governance policies of the Company; provided, that in the event of a conflict between an Investor Group Designee’s confidentiality obligations under the applicable corporate governance policies of the Company and those in the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. Company. View More
Confidentiality. (a) For so long 7 (a)For securities laws purposes only, as a condition to the Macellum Designee’s appointment to the Board, the Macellum Designee and Macellum shall enter into a confidentiality agreement with the Company substantially in the form attached hereto as Exhibit D (the “Confidentiality Agreement”). Notwithstanding the Confidentiality Agreement, the Investor Group agrees that none of the Investor Group Designees are serving as directors on the Board, may share any information with the ...Investor Group and its Representatives may receive confidential information in respect of the Company from the Investor Group Designees which they learn in their capacity as a director of the Company, including discussions or matters considered in meetings of the Board or any Board committees (collectively and individually, “Confidential Information”); provided, however, that committee, at any time, for any reason, without the Investor Group and each Investor Group Designee shall have executed a confidentiality agreement with the Company in the form attached hereto as Exhibit D (a “Confidentiality Agreement”) prior to the receipt of Confidential Information by the members of the Investor Group or their Representatives from the Investor Group Designees; provided, further, that in the event that a Replacement Designee is appointed to the Board pursuant to Section 1(j), the Investor Group and its Representatives may not receive Confidential Information from such Replacement Designee unless and until the Company, the Investor Group and such Replacement Designee shall have executed an amendment or joinder to the applicable Confidentiality Agreement to join such Replacement Designee to the Confidentiality Agreement as the Investor Group Designee thereunder. (b) For Company’s consent. (b)For the avoidance of doubt, the parties acknowledge and agree that the obligations of the Investor Group under this Section 7 and of each of the Investor Group Designees under this Section 7 the respective designee agreement shall be in addition to, and not in lieu of, each of the Investor Group Designees’ Designee’s confidentiality obligations under Delaware law Ohio Law and the Charter, By-Laws Regulations and applicable corporate governance policies of the Company; provided, that in the event of a conflict between an Investor Group Designee’s confidentiality obligations under the applicable corporate governance policies of the Company and those in the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. Company. View More
Confidentiality. (a) For so long as an Investor Group Designee is serving as a director on the Board, each member of the Investor Group Designees are serving as directors on acknowledges that following his or her appointment to the Board, each member of the Investor Group shall not communicate with the Investor Group Designee regarding the Company without the prior written consent of the Company, other than in accordance with the terms of this Agreement. (b) The Investor Group acknowledges and its Representative...s may receive agrees that each Investor Group Designee will be required to keep confidential all confidential information of the Company from and not disclose to any third party (including to the Investor Group Designees which they learn in their capacity as a director or any member of the Company, including Investor Group) any confidential information (including discussions or matters considered in meetings of the Board or Board committees (collectively and individually, “Confidential Information”); provided, however, that the Investor Group and each Investor Group Designee shall have executed a confidentiality agreement with the Company in the form attached hereto as Exhibit D (a “Confidentiality Agreement”) prior to the receipt of Confidential Information by the members of the Investor Group or their Representatives from the Investor Group Designees; provided, further, that in the event that a Replacement Designee is appointed to the Board pursuant to Section 1(j), the Investor Group and its Representatives may not receive Confidential Information from such Replacement Designee Board) unless and until such matters are publicly disclosed by the Company, the Investor Group and such Replacement Designee shall have executed an amendment or joinder to the applicable Confidentiality Agreement to join such Replacement Designee to the Confidentiality Agreement as the Investor Group Designee thereunder. (b) Company. (c) For the avoidance of doubt, the parties acknowledge and agree that the confidentiality obligations of the Investor Group and the Investor Group Designees under this Section 7 shall be in addition to, and not in lieu of, the an Investor Group Designees’ Designee’s confidentiality obligations under Delaware law and the Charter, By-Laws Bylaws and applicable corporate governance policies of the Company; provided, that in the event of a conflict between an Investor Group Designee’s confidentiality obligations under the applicable corporate governance policies of the Company and those in the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. Corporate Governance Guidelines. View More
Confidentiality. (a) For (a)For so long as the Investor Group Designees are Designee is serving as directors a director on the Board, the Investor Group and its Representatives may receive confidential information of the Company from the Investor Group Designees Designee which they learn he learns in their his capacity as a director of the Company, including discussions or matters considered in meetings of the Board or Board committees (collectively and individually, “Confidential Information”); Information”), b...ut excluding Confidential Information that is protected by the Company’s or any of its Affiliates’ attorney-client privilege, attorney work-product privilege or any other privilege or protection (both with respect to internal or external legal counsel); provided, however, that the Investor Group and each Investor Group Designee shall have executed a confidentiality agreement with the Company in the form attached hereto as Exhibit D (a “Confidentiality Agreement”) prior to the receipt of Confidential Information by the members Investor Group and the Investor Group Designee shall be conditioned upon the execution and delivery by each member of the Investor Group or their Representatives from the Investor Group Designees; provided, further, that in the event that a Replacement Designee is appointed to the Board pursuant to Section 1(j), the Investor Group and its Representatives may not receive Confidential Information from such Replacement Designee unless and until the Company, the Investor Group and such Replacement Designee shall have executed an amendment or joinder to the applicable Confidentiality Agreement to join such Replacement Designee to the Confidentiality Agreement as the Investor Group Designee thereunder. (b) For of, and governed by, the Confidentiality Agreement substantially in the form agreed to by the parties (a “Confidentiality Agreement”). (b)For the avoidance of doubt, the parties acknowledge and agree that the obligations of the Investor Group and the Investor Group Designees Designee under this Section 7 shall be in addition to, and not in lieu of, the Investor Group Designees’ Designee’s confidentiality obligations under Delaware law and the Charter, By-Laws Bylaws and applicable corporate governance policies of the Company; Company (the “Corporate Governance Guidelines”); provided, that in the event of a conflict between an the Investor Group Designee’s confidentiality obligations under the applicable corporate governance policies of the Company Corporate Governance Guidelines and those in the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. View More
Confidentiality. (a) For so long as the Investor Group Designees are Designee is serving as directors a director on the Board, the Investor Group and its Representatives may receive confidential information of the Company from the Investor Group Designees Designee which they learn he learns in their his capacity as a director of the Company, including discussions or matters considered in meetings of the Board or Board committees (collectively and individually, “Confidential Information”); provided, however, that... the Investor Group and each the Investor Group Designee shall have executed a confidentiality agreement with the Company in the form attached hereto as Exhibit D E (a “Confidentiality Agreement”) prior to the receipt of Confidential Information by the members of the Investor Group or their Representatives from the Investor Group Designees; Designee; provided, further, that in the event that a Replacement Designee is appointed to the Board pursuant to Section 1(j), the Investor Group and its Representatives may not receive Confidential Information from such Replacement Designee unless and until the Company, the Investor Group and such Replacement Designee shall have executed an amendment or joinder to the applicable Confidentiality Agreement to join such Replacement Designee to the Confidentiality Agreement as the Investor Group Designee Director thereunder. (b) For the avoidance of doubt, the parties acknowledge and agree that the obligations of the Investor Group and the Investor Group Designees under this Section 7 and of the Investor Group Designee under the Designee Agreement shall be in addition to, and not in lieu of, the Investor Group Designees’ Designee’s confidentiality obligations under Delaware law and the Charter, By-Laws and applicable corporate governance policies of the Company; provided, that in the event of a conflict between an the Investor Group Designee’s confidentiality obligations under the applicable corporate governance policies of the Company and those in the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. View More
