Confidentiality Contract Clauses (6,369)

Confidentiality. Subject to Section 11, I will not, directly or indirectly, provide to any person or entity any information that concerns or relates to the negotiation of or circumstances leading to the execution of this Agreement or to the terms and conditions hereof, provided that I may make disclosure of the foregoing: (a) to the extent that such disclosure is specifically required by law or legal process or as authorized in writing by the Company; (b) to my tax advisor(s) or accountant(s) as may be necessary... for the preparation of tax returns or other reports required by law; (c) to my attorney(s); (d) to members of my immediate family; and/or (e) to any tax agency. Provided, that prior to disclosing any such information (except disclosures required by law or legal process or as authorized in writing), I must inform the recipients that they are bound by the limitations of this Section 10. View More

Confidentiality. Each party hereto shall keep confidential any information regarding the business and affairs of the other party and the Clients (the "Information"). Each party hereto shall take all appropriate steps to ensure that its employees, agents and affiliates hold the Information in confidence and that the Information shall not be divulged to any third party or used in any manner except for the purposes of performing the services under this Agreement. In the event that a party receives a request in the ...form of a subpoena, order, civil investigative demand or similar process issued by a court of competent jurisdiction or by a governmental or regulatory body requesting that such party disclose all or any part of the Information, such party agrees to (i) immediately notify the other party of the existence, terms and circumstances surrounding such a request, (ii) consult with the other party on the advisability of taking legally available steps to resist or narrow such request, (iii) if disclosure of such Information is required, furnish only that portion of the Information which, in the written opinion of counsel to such party, it is legally compelled to disclose, and (iv) exercise its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment shall be accorded to such portion of the disclosed Information as the other party may reasonably designate. View More

Confidentiality. Except and only as required by law, Executive shall not, at any time or in any manner, either directly or indirectly, disclose, divulge, reveal, or use any Confidential Information or Secret Information of Nucor that Executive learned of or otherwise acquired during his employment with Nucor. The provisions of this Paragraph 8 shall survive indefinitely. Notwithstanding the foregoing, pursuant to the federal Defend Trade Secrets Act of 2016, an individual will be immune from criminal or civil li...ability under any federal or state trade secret law for (a) the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) a disclosure that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. View More

Confidentiality. 4.9.Nothing in this Section is intended to limit any remedy of the Company under the California Uniform Trade Secrets Act (California Civil Code Section 3426), or otherwise available under law. 4.10.Notwithstanding the other provisions of this Agreement, pursuant to 18 U.S.C.

Confidentiality. The Company and Director each acknowledge that, in order for the intents and purposes of this Agreement to be accomplished, Director shall necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company ("Confidential Information"). Director covenants not to, either directly or indirectly, in any manner, utilize... or disclose to any person, firm, corporation, association or other entity any Confidential Information. 5. Non-Compete. During the term of this Agreement and for a period of twelve (12) months following Director's removal or resignation from the Board of Directors of the Company or any of its subsidiaries or affiliates (the "Restricted Period"), Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company's current lines of business or any business then engaged in by the Company, any of its subsidiaries or any of its affiliates (the "Company's Business") for Director's own benefit or for the benefit of any person or entity other than the Company or any subsidiary or affiliate; or (ii) have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company's Business; provided, however, that Director may hold, directly or indirectly, solely as an investment, not more than two percent (2%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company's Business. In addition, during the Restricted Period, Director shall not develop any property for use in the Company's Business on behalf of any person or entity other than the Company, its subsidiaries and affiliates. 2 6. Termination. With or without cause, the Company and Director may each terminate this Agreement at any time upon ninety (90) days written notice. Other than in the event or termination with cause, the Company shall be obligated to pay to Director the remaining compensation for the term of this Agreement and expenses due up to the date of the termination. View More

Confidentiality. PJ Tech shall not divulge to others any information they may obtain during the course of their term relating to their services for the Company without first obtaining written permission of the Company.

Confidentiality. The parties acknowledge that the transaction described herein is of a confidential nature and shall not be disclosed except to Buyer's or Seller's respective affiliates, officers, directors, principals, members, employees, agents, attorneys, partners, accountants, lenders or investors (collectively, for purposes of this Section 30, the "Permitted Outside Parties") or as required by law. No party shall make any public disclosure of the specific terms of this Agreement, except as required by law (...including SEC regulations and NYSE requirements). In connection with the negotiation of this Agreement and the preparation for the consummation of the transactions contemplated hereby, each party acknowledges that it will have access to confidential information relating to the other party. Each party shall treat such information as confidential, preserve the confidentiality thereof, and not duplicate or use such information, except to Permitted Outside Parties in connection with the transactions contemplated hereby. Except as required by applicable law, neither party shall issue any press release or make any statement to the media without the other party's consent, which consent shall not be unreasonably withheld or delayed. The provisions of this Section shall survive any termination of this Agreement. View More

Confidentiality. a. Except in accordance with Section 7c or 7d or to the extent reasonably necessary or beneficial to discover, develop, manufacture, use, sell, have sold, distribute, rent or lease Products in the Field, Company shall treat as confidential the Patents and Technical Information disclosed hereunder, and shall not disclose or distribute them to any third party without Columbia's written permission. Except in accordance with Section 7c and 7d, Columbia will keep confidential all information related ...to the development, manufacturing, commercialization or other exploitation of Products received from Company or from anyone providing information on behalf of Company, including, but not limited to, in accordance with Company's reporting obligations and/or Columbia's audit rights under this Agreement. b. The Parties shall keep confidential the business terms of this Agreement and any financial information disclosed by one Party to the other under this Agreement ("Confidential Financial Information"). c. Notwithstanding the above, the following are exceptions to keeping information confidential: i) Company may disclose confidential information (including, but not limited to this Agreement, or the terms of this Agreement) to actual or potential investors, partners, acquirers (of the Product or Company), sublicensees, in connection with regulatory requirements of agencies like the FDA and SEC or the rules of any exchange on which Company's shares are traded, and to the extent reasonably necessary to meet its obligations under this Agreement, to its Affiliates, agents, representatives and employees; ii) Columbia may disclose Confidential Financial Information to regulatory agencies such as the NIH and to U.S. or foreign courts or administrative tribunals, and to recipients that share in the license revenue generated under this Agreement, and, to the extent the following parties have an obligation to maintain the confidentiality of the subject information substantially in accordance with the terms hereof, to (A) third-party supporters of the research that led to the development of the intellectual property licensed hereunder to Company, and (B) to potential investors in the equity or royalty stream due to Columbia under this Agreement, and 14 iii) Columbia may publicly disclose Confidential Financial Information on the condition that such disclosure is done in a manner so that a third party would not be able to attribute such Confidential Financial Information to Company or this Agreement. d. The obligations of confidentiality under this Section 7 do not apply to any Patents or Technical Information that Company can demonstrate to be the following: (i) was known to Company before receipt thereof from Columbia; (ii) was or becomes a matter of public information or publicly available through no act or failure to act on the part of Company; (iii) is acquired by Company from a third party entitled to disclose it to Company; (iv) is required or requested by a court, agency or other governmental authority (but solely with respect to disclosure to such authority); or (v) Company discovers, develops independently without reference to or use of such Patents or Technical Information, as evidenced by contemporaneous written records. e. Defend Trade Secrets Act. Notwithstanding the foregoing, under 18 U.S.C. §1833(b), "An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal." Nothing in this Agreement or any Columbia policy is intended to conflict with this statutory protection, and no Columbia trustee, director, officer, or member of management has the authority to impose any practice to the contrary. View More

Confidentiality. Executive agrees that he will keep both the fact of this Agreement and the terms of this Agreement confidential, and will not disclose the fact of this Agreement or the terms of this Agreement to anyone other than Executive's spouse/registered domestic partner, attorney or accountant/tax advisor, unless otherwise required to under applicable law or regulation after providing reasonable notice in writing to the Company and a reasonable opportunity to challenge any such disclosure.

Confidentiality. Seller may publicly file a copy of this Agreement with the Bankruptcy Court, provide a copy of this Agreement to other parties in interest in the Chapter 11 Cases, and may publicly announce its terms. Any press releases, public statements or other public disclosures by Buyer of this transaction or the terms of this transaction shall be subject to the prior written consent of Seller and Seller's approval of the content thereof, which provision shall survive Closing.