Confidentiality Contract Clauses (6,369)

Confidentiality. 14.1 Either Party must keep the any Confidential Information obtained from the other Party, as well as this cooperation and the specific content of this Contract in strict confidence. For the purpose of this Contract, "Confidential Information" shall mean any and all information (whether in oral, written or electronic form) including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other's business, fi...nance or technology, know-how, trade secrets, intellectual property, assets, strategy, Products and customers, including without limitation information relating to management, financial, marketing, technical and other arrangements or operations of any person, firm, or organisation associated with that Party; 14.2 Either Party shall not use such Confidential Information for any purpose other than that specified herein nor disclose such information to any company or individual other than The Seller or The Buyer, unless agreed by the other Party. Either Party shall only disclose the Confidential Information to its Representatives (i) who need to know the Confidential Information for the purpose of the performance of the Contract, (ii) who are bound by confidentiality obligations at least as restrictive as those contained herein. For the purpose of this Contract, "Representative" means any affiliates, directors, officers, financier and prospective financier, employees, agents and advisors. 14.3 However, such confidential information may be disclosed as required by laws and regulations, listing rules, judicial organs, regulatory agencies, or as otherwise provided herein. This Article shall survive the termination, suspension, invalidation or invalidity of this Contract or any articles herein, and remain binding on both Parties. View More

Confidentiality. Each Stockholder Party agrees, and agrees to cause its Affiliates, to keep confidential and not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any Confidential Information; provided, however, that a Stockholder Party may disclose Confidential Information to (a) its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, (b) to any Aff...iliate, partner, member, equityholder or wholly-owned Subsidiary of such Stockholder Party in the ordinary course of business; provided that such Stockholder Party informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information or (c) as may otherwise be required by law, regulation, rule, court order or subpoena or by obligations pursuant to any listing agreement with any securities exchange or securities quotation system, provided that such Stockholder Party promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. 9 11. Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Agreement by any party hereto and, accordingly, that this Agreement shall be specifically enforceable, in addition to any other remedy to which such injured party is entitled at law or in equity, and that any breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach or an award of specific performance is not an appropriate remedy for any reason at law or equity and agrees that a party's rights would be materially and adversely affected if the obligations of the other parties under this Agreement were not carried out in accordance with the terms and conditions hereof. Each party further agrees that no party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtain any remedy referred to in this Section 11, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. View More

Confidentiality. As an employee of Bill.com, you will have access to certain confidential information of Bill.com and you may, during the course of your employment, develop certain information or inventions that will be the property of Bill.com. To protect the interests of Bill.com, you will need to sign Bill.com's standard Employee Invention Assignment and Confidentiality Agreement (the "Employee Invention Assignment and Confidentiality Agreement") as a condition of your employment.

Confidentiality. 4.1. Confidential Information. For the purposes of this Agreement, "Confidential Information" means information about the disclosing Party's (or its Affiliates' or suppliers') business or activities that is proprietary and confidential, which will include all policyholder information, agent information, and all business, financial, technical and other information of a Party which is either marked or designated by such Party as "confidential" or "proprietary" or which, by the nature of the circum...stances surrounding the disclosure, ought in good faith to be treated as confidential, and the terms of and performance under this Agreement. 4.2. Not Confidential Information. Confidential Information will not include information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, (iii) the receiving Party knew prior to receiving such information from the disclosing Party, or (iv) the receiving Party develops independently without use of or reference to any Confidential Information of the other Party. 4.3. Obligations. Each Party agrees (i) that it and its employees will not (a) disclose Confidential Information of the other Party to, and will prevent disclosure to, any other individual, association or legal entity or (b) use any Confidential Information disclosed to it by the other Party except as expressly permitted in this Agreement and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. 4.4. Exceptions. Notwithstanding the foregoing, each Party may disclose Confidential Information (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law; provided, however that the Party required to so disclose Confidential Information of the other Party will use commercially reasonable efforts to minimize such disclosure and will provide written notice of such disclosure and consult with and assist the other Party, at the other Party's expense, in obtaining a protective order prior to such disclosure or (ii) on a "need-to-know" basis under an obligation of confidentiality to its legal counsel, accountants, banks and other financing sources and their advisors. View More

Confidentiality. The parties shall keep confidential and shall not disclose to any third party, nor use for any purpose except for the purposes of this Contract, any Confidential Information. The Parties acknowledges and agrees that any unauthorized disclosure or use of the Confidential Information, may cause damage to the other party, which may not be adequately compensated by monetary damages. In the event of any such unauthorized disclosure or use of the Confidential Information, the aggrieved party may seek ...any temporary or permanent injunctive relief or any other relief necessary to prevent such disclosure or use, or threat of disclosure or use. 15.2. Upon the termination or expiration of this Contract or upon the request of the Client, the Contractor shall promptly return to the Client all Confidential Information of the Client which are in the custody of the Contractor. Electronic documents shall be deleted. 4 15.3. The confidentiality obligations set out in this clause shall continue for a period of two (2) years after the termination of this Contract. View More

Confidentiality. 22.1. The parties agree that they will not disclose the contents of this Agreement or any agreement contemplated hereby or executed by the parties prior to the Effective Date other than the Lease to any third parties without the consent of the other party, except as may be required or, based on the advice of counsel, advisable to ensure compliance with any applicable laws, rules or regulations of any governmental or regulatory authority or regulatory agency having jurisdiction over such party; p...rovided that the disclosing party has given the other party no less than two (2) Business Days' prior written notice of such intended disclosure if the disclosing party is permitted to do so. Nothing contained in this Section 22.1 shall be construed as prohibiting the parties from disclosing the contents of this Agreement (A) on a confidential basis to its counsel, accountants, insurance agents, consultants, and other agents, or governmental authorities, (B) with respect to Purchaser, to parties from which it is seeking financing or equity investment including their agents and rating agencies, or (C) with respect to Seller, any existing lender or mortgagee. Without in any way limiting the foregoing, Purchaser agrees that any and all materials and information provided by Seller or made available to Purchaser which constitutes Confidential Information, shall be kept strictly confidential in accordance with the terms of this Section 22.1; provided, however, that Purchaser may disclose the terms of this Agreement and the Lease during any investor or earnings call conducted by Purchaser as required by applicable laws, rules or regulations of any governmental or regulatory authority or regulatory agency provided such disclosure does not include the economic or other material terms of the transaction contemplated by this Agreement or the Lease, or any financial information regarding Seller and provided further that Purchaser has given Seller no less than two (2) Business Days' prior written notice of such intended disclosure if Purchaser is permitted to do so. The provisions of this Section 22.1 shall survive the termination of this Agreement until the Survival Date set forth in Section 26.1. View More

Confidentiality. (a) Unless prior written approval is obtained from Dealership, the Ally Parties will not disclose Dealership's Confidential Financial Information to any third person or entity, other than state or federal regulators that have authority over the Ally Parties, or third persons or entities who provide services to the Ally Parties and who are under an obligation of confidentiality to the Ally Parties. In this Section III.I.6, "Confidential Financial Information" means any financial information about... Dealership or its subsidiaries, including, but not limited to, number of units sold, received by either or both Ally Parties from Dealership that: (i) is marked "Confidential"; and (ii) was not publicly available or previously known to the Ally Parties. The Ally Parties shall use Dealership's Confidential Financial Information only for legitimate business purposes in connection with existing or proposed transactions between Dealership and either or both Ally Parties. (b) The Ally Parties acknowledge the Confidential Financial Information protected by the terms of this Section III.I.6 is of a special character, such that money damages would not be sufficient to compensate Dealership for any unauthorized use or disclosure. The Ally Parties agree that injunctive and other equitable relief may be pursued to prevent any actual or threatened unauthorized use or disclosure of Confidential Financial Information. The remedy stated above may be pursued in addition to any other remedies available at law or in equity. (c) The Ally Parties acknowledge that United States securities laws prohibit any person who has material, non-public information from purchasing or selling Dealership's publicly-traded securities or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. J. Default. Notwithstanding and without regard to the provisions of Section III.I. above, in the event of Default by Dealership, then either or both of the Ally Parties may exercise any one or more of the following provisional rights and remedies in addition to those otherwise provided in Section III.D.5 of this Agreement and by law. These provisional rights and remedies are cumulative and not alternative, are non-exclusive, and may be enforced successively or concurrently. The single or partial exercise of any right or remedy does not waive or exhaust any other rights or remedies or waive any present or future Default of any kind. Unless and until a Default is completely remedied to the Ally Parties' satisfaction: 1. Suspension. The Ally Parties may suspend the Credit Line immediately. Notwithstanding any notice periods provided in this Agreement, such suspension may occur without notice to the Dealership. View More

Confidentiality. The parties have entered into a CNDA. The trade secret licenses in this Agreement may allow the parties to use and disclose licensed information more broadly than the terms in the CNDA. The parties may also enter into a RUNDA for certain highly Confidential Information. Notwithstanding the license terms in this Agreement, the RUNDA terms will govern each party's disclosure and protection obligations related to Confidential Information disclosed under a RUNDA. Mobileye will also take reasonable m...easures to protect third party confidential information from disclosure that it receives through Intel, and Mobileye will fulfill all instructions from Intel for compliance with Intel's agreements with third parties. View More

Confidentiality. The terms and conditions of any confidentiality and or intellectual property rights agreements, including but not limited to the Non-Disclosure Agreement (referred to herein "Confidentiality Agreement") signed as a condition of employment at EMPLOYER shall survive the termination of EMPLOYEE's employment with EMPLOYER and the execution of this Agreement. EMPLOYEE hereby understands and agrees that EMPLOYEE shall not directly or indirectly communicate, use, disseminate, or disclose any informatio...n learned by them about the nature and conduct of EMPLOYER's business which is not generally known to the general public. Notwithstanding the foregoing, nothing herein prohibits EMPLOYEE from exercising his protected rights under federal, state or local law to, without notice to EMPLOYER: (i) communicate or file a charge with a government regulator, (ii) participate in an investigation or proceeding conducted by a government regulator, or (iii) receive an award paid by a government regulator for providing information. View More

Confidentiality. (a) Confidentiality. Buyer and Seller hereby covenant and agree to keep the existence of this Agreement, the terms and conditions of this Agreement, and any discussions, negotiations or other non-public information relating to this Agreement confidential and to not disclose the same to any person or entity, including without limitation, employees and customers of Seller, except to the extent (i) approved by the other party in writing, which approval shall not be unreasonably withheld, conditione...d or delayed, (ii) expressly permitted hereunder or otherwise necessary to carry out the party's respective obligations hereunder, or (iii) required by law, subpoena or court order. (b) Permitted Announcements. Notwithstanding the foregoing, following the full execution of this Agreement, Seller may disclose the existence of the transactions contemplated hereby to Seller's employees, provided, however, that such disclosure shall only be made after consultation and coordination with Buyer with regard to the content and timing of such disclosure. If Buyer so elects, Buyer may have its representatives present at the time of any such disclosure to Seller's employees. Following such disclosure, if and as directed by Buyer, Seller shall provide notification of the transactions contemplated hereby to Seller's customers, including, without limitation, by posting signs in the Premises, bag tags and/or mailers. All such notifications shall be in a form provided by Buyer or otherwise subject to Buyer's prior approval. Without limiting the foregoing, no press release, news release, media release, press statement or comment, social media communication, or other similar public announcement or communication related to this Agreement or the transactions contemplated hereby will be issued by Seller, any Member or any of their respective affiliates without the prior written approval of Buyer. View More