Confidentiality Contract Clauses (6,369)

Grouped Into 169 Collections of Similar Clauses From Business Contracts

This page contains Confidentiality clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Confidentiality. The Consultant recognizes and acknowledges that it has and will have access to certain confidential information of the Client and its affiliates that are valuable, special and unique assets and property of the Client and such affiliates (the "Confidential Information"). Confidential Information shall not be deemed to include information (a) in the public domain, (b) available to the Consultant outside of its service to the Client or other than from a person or entity known to Consultant to have ...breached a confidentiality obligation to the Client, (c) independently developed by Consultant without reference to the Confidential Information, or (d) known or available to Consultant as of the date of this Agreement. The Consultant will not, during the term of this Agreement, disclose, without the prior written consent or authorization of the Client, disclose any Confidential Information to any person, for any reason or purpose whatsoever. In this regard, the Client agrees that such authorization or consent to disclose may be conditioned upon the disclosure being made pursuant to a secrecy agreement, protective order, provision of statute, rule, regulation or procedure under which the confidentiality of the information is maintained in the hands of the person to whom the information is to be disclosed or in compliance with the terms of a judicial order or administrative process. View More
Found in ENDONOVO THERAPEUTICS, INC. contract
Confidentiality. The Consultant recognizes and acknowledges that it has and will have access to certain confidential information of the Client and its affiliates that are valuable, special and unique assets and property of the Client and such affiliates (the "Confidential Information"). Confidential Information shall not be deemed to include information (a) in the public domain, (b) available to the Consultant outside of its service to the Client or other than from a person or entity known to Consultant to have ...breached a confidentiality obligation to the Client, (c) independently developed by Consultant without reference to the Confidential Information, or (d) known or available to Consultant as of the date of this Agreement. The Consultant will not, during the term of this Agreement, disclose, without the prior written consent or authorization of the Client, disclose any Confidential Information to any person, for any reason or purpose whatsoever. In this regard, the Client agrees that such authorization or consent to disclose may be conditioned upon the disclosure being made pursuant to a secrecy agreement, protective order, provision of statute, rule, regulation or procedure under which the confidentiality of the information is maintained in the hands of the person to whom the information is to be disclosed or in compliance with the terms of a judicial order or administrative process. 2 6. CERTAIN REPRESENTATIONS OF CONSULTANT. The Consultant represents and warrants to the Client that the Consultant is an "accredited Holder" within the meaning of Rule 501 under the Securities Act of 1933, as amended (the "Securities Act"). Consultant covenants and agrees that it and its affiliates will not sell, assign or otherwise transfer any shares of common stock received from the Client as consideration hereunder except in compliance with the registration requirements of the Securities Act and state securities laws or an appropriate exemption from such requirements. Consultant further represents and warrants that the Consultant has significant experience in advising and transacting business with companies and understands the risks associated therewith. View More
Found in THC Therapeutics, Inc. contract
Confidentiality. The Consultant recognizes and acknowledges that it has and will have access to certain confidential information of the Client and its affiliates that are valuable, special and unique assets and property of the Client and such affiliates (the "Confidential Information"). Confidential Information shall not be deemed to include information (a) in the public domain, (b) available to the Consultant outside of its service to the Client or other than from a person or entity known to Consultant to have ...breached a confidentiality obligation to the Client, (c) independently developed by Consultant without reference to the Confidential Information, or (d) known or available to Consultant as of the date of this Agreement. affiliates. The Consultant will not, during the term of this Agreement, disclose, without the prior written consent or authorization of the Client, disclose any Confidential Information of such information to any person, for any reason or purpose whatsoever. In this regard, the Client agrees that such authorization or consent to disclose may be conditioned upon the disclosure being made pursuant to a secrecy agreement, protective order, provision of statute, rule, regulation or procedure under which the confidentiality of the information is maintained in the hands of the person to whom the information is to be disclosed or in compliance with the terms of a judicial order or administrative process. View More
Found in Gopher Protocol Inc. contract
Confidentiality. The Consultant recognizes and acknowledges that it has and will have access to certain confidential information of the Client and its affiliates that are valuable, special and unique assets and property of the Client and such affiliates (the "Confidential Information"). Confidential Information shall not be deemed to include information (a) in the public domain, (b) available to the Consultant outside of its service to the Client or other than from a person or entity known to Consultant to have ...breached a confidentiality obligation to the Client, (c) independently developed by Consultant without reference to the Confidential Information, or (d) known or available to Consultant as of the date of this Agreement. affiliates. The Consultant will not, during the term of this Agreement, disclose, without the prior written consent or authorization of the Client, disclose any Confidential Information of such information to any person, for any reason or purpose whatsoever. In this regard, the Client agrees that such authorization or consent to disclose may be conditioned upon the disclosure being made pursuant to a secrecy agreement, protective order, provision of statute, rule, regulation or procedure under which the confidentiality of the information is maintained in the hands of the person to whom the information is to be disclosed or in compliance with the terms of a judicial order or administrative process. Furthermore, Consultant will not trade on any material inside information. View More
Found in SEAFARER EXPLORATION CORP contract
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Confidentiality. (a) Company Information. Consultant agrees at all times during the term of this Agreement and thereafter, to hold in strictest confidence, and not to use, except in connection with Consultant's performance of the Services, and not to disclose to any person or entity without written authorization of the President or Chairman of the Company, any Confidential Information of the Company. As used herein, "Confidential Information" means any Company proprietary or confidential information, technical d...ata, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, distribution and sales methods and systems, sales and profit figures, finances and other business information disclosed to Consultant by the Company, either directly or indirectly in writing, orally or by drawings or inspection of documents or other tangible property. Confidential information also includes, but is not limited to, information that qualifies as a trade secret under applicable law. However, Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act of Consultant. (b) Consultant-Restricted Information. Consultant agrees that during the term of this Agreement Consultant will not improperly use or disclose any proprietary or confidential information or trade secrets of any person or entity with whom Consultant has an agreement or duty to keep such information or secrets confidential. (c) Third Party Information. Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees at all times during the term of this Agreement and thereafter, to hold in strictest confidence, and not to use, except in connection with Consultant's performance of the Services, and not to disclose to any person or entity, or to use it except as necessary in performing the Services, consistent with the Company's agreement with such third party. (d) Survival. The provisions of this paragraph 5 shall survive the expiration or sooner termination of the term of this Agreement. View More
Found in MEADWESTVACO Corp contract
Confidentiality. (a) Company Information. Consultant agrees at all times during the term of this Agreement and thereafter, to hold in strictest confidence, and not to use, except in connection with Consultant's performance of the Services, and not to disclose to any person or entity without written authorization of the President or Chairman of the Company, any Confidential Information of the Company. As used herein, "Confidential Information" means any Company proprietary or confidential information, technical d...ata, trade secrets or know-how, including, but not limited to, research, product plans, products, products or components thereof, services, customer lists and customers, markets, customers (including, but not limited to, customers of the Company on whom Consultant called or with whom Consultant became acquainted during the term of this Agreement), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information or marketing, distribution and sales methods and systems, sales and profit figures, finances and financial or other business information disclosed to Consultant by the Company, Company either directly or indirectly in writing, orally orally, or by drawings or inspection observation of documents parts or equipment. (b) Consultant will not, during or subsequent to the term of this Agreement, use the Company's Confidential Information for any purpose whatsoever other tangible property. than the performance of the Services on behalf of the Company or disclose the Company's Confidential information also includes, but Information to any third party. It is not limited to, information understood that qualifies as a trade secret under applicable law. However, said Confidential Information shall remain the sole property of the Company. Consultant further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Confidential Information does not include any information which (i) is known to Consultant at the time of disclosure to Consultant by the foregoing items which have Company as evidenced by written records of Consultant, (ii) has become publicly known and made generally available through no wrongful act improper action or inaction by Consultant or any agent or affiliate of Consultant. (b) Consultant-Restricted Information. Consultant, or (iii) has been rightfully received by Consultant from a third party who is authorized to make such disclosure. Without the Company's prior written approval, Consultant will not directly or indirectly disclose to anyone the existence or terms of this Agreement or the fact that Consultant has this arrangement with the Company. (c) Consultant agrees that Consultant will not, during the term of this Agreement Consultant will not Agreement, improperly use or disclose any proprietary or confidential information or trade secrets of any person former or current client or other person, organization or entity with whom which Consultant has an agreement or duty to keep in confidence information acquired by Consultant, if any, and that Consultant will not bring onto the premises of the Company any unpublished document or proprietary information belonging to such information client, person, organization or secrets confidential. (c) Third Party Information. entity unless consented to in writing by such client, person, organization or entity. Consultant will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys fees and costs of suit, arising out of or in connection with any violation or claimed violation of a third party's rights resulting in whole or in part from the Company's use of the work product of Consultant under this Agreement. (d) Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees at all times that Consultant owes the Company and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence, and not to use, except in connection with Consultant's performance of the Services, confidence and not to disclose it to any person person, organization or entity, entity or to use it except as necessary in performing carrying out the Services, Services for the Company consistent with the Company's agreement with such third party. (d) Survival. The provisions (e) Upon the termination of this paragraph 5 shall survive !greement, or upon Company's earlier request, Consultant will deliver to the expiration Company (and will not recreate or sooner termination deliver to anyone else) all of the term of this Agreement. Company's property or Confidential Information that Consultant may have in Consultant's possession or control. View More
Found in AMYRIS, INC. contract
Confidentiality. (a) Company Information. Consultant agrees at all times during the term of this Agreement and thereafter, thereafter to hold in strictest confidence, and not to use, except in connection with Consultant's performance of the Services, and not to disclose to any person or entity without written authorization of the President or Chairman of the Board of Directors of the Company, any Confidential Information of the Company. As used herein, "Confidential Information" means any Company proprietary or ...confidential information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, distribution and sales methods and systems, sales and profit figures, finances and financial and other business information disclosed to Consultant by the Company, either directly or indirectly indirectly, in writing, orally or by drawings or inspection of documents or other tangible property. Confidential information also includes, but is not limited to, information that qualifies as a trade secret under applicable law. However, Confidential Information does not include any information: (i) which was lawfully in the possession of Consultant without any obligation of confidentiality prior to receiving such information from the Company; (ii) which is obtained by Consultant from a source that is not prohibited from disclosing the information to Consultant by an obligation of confidentiality; (iii) which is or becomes generally available to the public other than as a result of a disclosure by Consultant or its agents; or (iv) which is developed independently by Consultant without use of the foregoing items which have become publicly known Confidential Information or reference thereto. In the event that Consultant is ordered to disclose Confidential Information pursuant to a judicial or governmental request or an order or in a judicial or governmental proceeding ("Required Disclosure"), Consultant shall: (i) immediately notify the Company; (ii) take reasonable steps to assist the Company in contesting such Required Disclosure or otherwise protecting the Company's rights; and made generally available through no wrongful act (iii) only disclose that portion of Consultant. the Confidential Information specifically required to be disclosed pursuant to such Required Disclosure. (b) Consultant-Restricted Information. Consultant agrees that during the term of this Agreement Consultant will not improperly use or disclose any proprietary or confidential information or trade secrets of any person or entity with whom Consultant has an agreement or duty to keep such information or secrets confidential. 2 (c) Third Party Third-Party Information. Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees at all times during the term of this Agreement and thereafter, thereafter to hold such information in strictest strict confidence, and not to use, use such information, except in connection with Consultant's performance of the Services, Services and not to disclose to any person or entity, or to use it except as necessary in performing the Services, is consistent with the Company's agreement with such third party. party, and not to disclose such information to any person or entity without written authorization. (d) Survival. The provisions of this paragraph 5 shall survive the expiration or sooner termination of the term of this Agreement. View More
Found in Eloxx Pharmaceuticals, Inc. contract
Confidentiality. (a) Company Information. Consultant agrees You agree at all times during the term of this Agreement and thereafter, to hold in strictest confidence, and not to use, except in connection with Consultant's the performance of the your Services, and not to disclose to any person or entity without written authorization of the President or Chairman of the Company, any Confidential Information of the Company. As used herein, "Confidential Information" means any Company proprietary or confidential infor...mation, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, distribution and sales methods and systems, sales and profit figures, finances and other business information disclosed to Consultant You by the Company, either directly or indirectly in writing, orally or by drawings or inspection of documents or other tangible property. Confidential information also includes, but is not limited to, information that qualifies as a trade secret under applicable law. However, Confidential Information does not include any of the foregoing items which have has become publicly known and made generally available through no wrongful act of Consultant. by yourself. (b) Consultant-Restricted Restricted Information. Consultant agrees You agree that during the term of this Agreement Consultant will not improperly use or disclose any proprietary or confidential information or trade secrets of any person or entity with whom Consultant has You have an agreement or duty to keep such information or secrets confidential. (c) Third Party Information. Consultant recognizes You recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees You agree at all times during the term of this Agreement and thereafter, to hold in strictest confidence, and not to use, except in connection with Consultant's the performance of the your Services, and not to disclose to any person or entity, or to use it except as necessary in performing the Services, consistent with the Company's agreement with such third party. (d) Survival. The provisions of this paragraph 5 4 shall survive the expiration or sooner termination of the term of this Agreement. View More
Found in MEADWESTVACO Corp contract
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Confidentiality. Tenant shall keep the terms and conditions of this Lease and any information provided to Tenant or its employees, agents or contractors pursuant to Article 9 confidential and shall not (a) disclose to any third party any terms or conditions of this Lease or any other Lease-related document (including subleases, assignments, work letters, construction contracts, letters of credit, subordination agreements, non-disturbance agreements, brokerage 62 agreements or estoppels) or (b) provide to any thi...rd party an original or copy of this Lease (or any Lease-related document). Landlord shall not release to any third party any non-public financial information or other non-public information that Tenant makes accessible to Landlord or Landlord's employees regarding Tenant's ownership structure, its business operations, research or financial condition, which Tenant has specified in writing as confidential. Notwithstanding the foregoing, confidential information under this Section may be released by Landlord or Tenant under the following circumstances: (x) if required by Applicable Laws or in any judicial proceeding; provided that the releasing party has given the other party reasonable notice of such requirement, if feasible, (y) to a party's attorneys, accountants, brokers, lenders, potential lenders, potential purchasers and other bona fide consultants or advisers (with respect to this Lease only) or to actual or potential investors or business partners; provided such third parties agree to be bound by this Section, or (z) to bona fide prospective assignees or subtenants of this Lease; provided they agree in writing to be bound by this Section. Landlord's obligations under this paragraph shall not be applicable to information that is or becomes generally known to, or ascertainable by, the public or Landlord, other than as a result of an unauthorized disclosure by Landlord or by persons or entities to whom Landlord has made an unauthorized disclosure. Landlord agrees that a breach of such confidentiality may cause Tenant harm for which recovery of damages would be an inadequate remedy, and in such event, Tenant shall be entitled to seek injunctive relief, as well as such further relief as may be granted by a court of competent jurisdiction, but excluding special, punitive, exemplary, indirect or consequential damages, including lost profits. View More
Found in Intellia Therapeutics, Inc. contract
Confidentiality. Tenant shall keep the terms and conditions of this Lease and any information provided to Tenant or its employees, agents or contractors pursuant to Article 9 confidential and shall not (a) disclose to any third party any terms or conditions of this Lease or any other Lease-related document (including subleases, assignments, work letters, construction contracts, letters of credit, subordination agreements, non-disturbance agreements, brokerage 62 agreements or estoppels) or the contents of any do...cuments, reports, surveys or evaluations related to the Project or any portion thereof or (b) provide to any third party an original or copy of this Lease (or any Lease-related document). document) or another document referenced in Subsection 38(a). Landlord shall not release to any third party any non-public financial information or other non-public information about Tenant's ownership structure that Tenant makes accessible to Landlord or Landlord's employees regarding Tenant's ownership structure, its business operations, research or financial condition, which Tenant has specified in writing as confidential. gives Landlord. Notwithstanding the foregoing, confidential information under this Section may be released by Landlord or Tenant under the following circumstances: (x) if required by Applicable Laws or in any judicial proceeding; provided that the releasing party has given the other party reasonable notice of such requirement, if feasible, (y) to a party's attorneys, accountants, brokers, lenders, potential lenders, investors, potential purchasers investors and other bona fide consultants or advisers (with respect to this Lease only) or to actual or potential investors or business partners; only); provided such third parties agree to be bound by this Section, Section or (z) to bona fide prospective assignees or subtenants of this Lease; provided they agree in writing to be bound by this Section. Landlord's obligations under this paragraph shall not be applicable to information that is or becomes generally known to, or ascertainable by, the public or Landlord, other than as a result of an unauthorized disclosure by Landlord or by persons or entities to whom Landlord has made an unauthorized disclosure. Landlord agrees that a breach of such confidentiality may cause Tenant harm for which recovery of damages would be an inadequate remedy, and in such event, Tenant shall be entitled to seek injunctive relief, as well as such further relief as may be granted by a court of competent jurisdiction, but excluding special, punitive, exemplary, indirect or consequential damages, including lost profits. View More
Found in Generation Bio Co. contract
Confidentiality. Tenant shall keep the terms and conditions of this Lease and any information provided to Tenant or its employees, agents or contractors pursuant to Article 9 confidential and shall not (a) disclose to any third party any terms or conditions of this Lease or any other Lease-related document (including subleases, assignments, work letters, construction contracts, letters of credit, subordination agreements, non-disturbance agreements, brokerage 62 agreements or estoppels) or (b) provide to any thi...rd party an original or copy of this Lease (or any Lease-related document). Landlord shall not release to any third party any non-public financial information or other non-public information about Tenant's ownership structure that Tenant makes accessible to Landlord or Landlord's employees regarding Tenant's ownership structure, its business operations, research or financial condition, which Tenant has specified in writing as confidential. gives Landlord. Notwithstanding the foregoing, confidential information under this Section may be released by Landlord or Tenant under the following circumstances: (x) if required by Applicable Laws or in any judicial proceeding; provided that the releasing party has given the other party reasonable notice of such requirement, if feasible, (y) to a party's attorneys, accountants, brokers, lenders, potential lenders, potential purchasers brokers and other bona fide consultants or advisers (with respect to this Lease only) or to actual or potential investors or business partners; only); provided such third parties agree to be bound by this Section, Section or (z) to bona fide prospective assignees or subtenants of this Lease; provided they agree in writing to be bound by this Section. Landlord's obligations under For the avoidance of doubt, if and only to the extent required by Applicable Laws, Tenant may disclose this paragraph shall not be applicable to information that is or becomes generally known to, or ascertainable by, Lease (including filing a copy of the public or Landlord, other than as a result of an unauthorized disclosure Lease if, and only if, required by Landlord or by persons or entities to whom Landlord has made an unauthorized disclosure. Landlord agrees that a breach of such confidentiality may cause Tenant harm for which recovery of damages would be an inadequate remedy, Applicable Laws) in its 8-K filing with the Securities and in such event, Tenant shall be entitled to seek injunctive relief, as well as such further relief as may be granted by a court of competent jurisdiction, but excluding special, punitive, exemplary, indirect or consequential damages, including lost profits. Exchange Commission. View More
Found in GLYCOMIMETICS INC contract
Confidentiality. Landlord and Tenant shall each keep the terms and conditions of this Lease and any information provided by one to Tenant or its the other (or the receiving party's employees, agents or contractors contractors) pursuant to Article 9 confidential and shall not (a) disclose to any third party any terms or conditions of this Lease or any other Lease-related document (including subleases, assignments, work letters, construction contracts, letters of credit, subordination agreements, non-disturbance a...greements, brokerage 62 agreements or estoppels) or (b) provide to any third party an original or copy of this Lease (or any Lease-related document). Landlord shall not release to any third party any non-public financial information about Tenant. In addition, all information learned by or other non-public information that Tenant makes accessible disclosed to Landlord with respect to Tenant's business or research, or information disclosed or discovered during an entry by Landlord into the Premises, shall be kept strictly confidential by Landlord, Landlord's legal representatives, successors, assigns, employees, servants and agents and shall not be used (except for Landlord's confidential internal purposes) or disclosed to others by Landlord (other than Landlord's affiliates and their respective employees, investors, accountants, attorneys, lenders or prospective lenders, consultants, advisors, purchasers or prospective purchasers), or Landlord's employees regarding Tenant's ownership structure, its business operations, research servants, agents, employees, legal representatives, successors or financial condition, assigns, without the express prior written consent of Tenant, which Tenant has specified may withhold in writing as confidential. its sole and absolute discretion. Notwithstanding the foregoing, confidential information under this Section may be released by Landlord or Tenant under the following circumstances: (x) (w) if required by Applicable Laws or in any judicial proceeding; provided that the releasing party has given the other party reasonable notice of such requirement, if feasible, (y) (x) to a party's attorneys, accountants, investors, brokers, lenders, potential lenders, potential affiliates, employees, lenders or prospective lenders and purchasers or prospective purchasers and other bona fide consultants or advisers (with respect to this Lease only) or to actual or potential investors or business partners; only); provided such third parties agree to be bound by this Section, or (z) Section (y) to bona fide prospective assignees or subtenants of this Lease; provided they agree in writing to be bound by this Section. Section, or (z) if required by the U.S. Securities and Exchange Commission or other regulatory agency. Tenant agrees its sole remedies for Landlord's obligations under breach of this paragraph Section 38 shall not be applicable to information that is seek injunctive relief or becomes generally known to, or ascertainable by, to bring an action for the public or Landlord, other than actual damages incurred by Tenant as a result of an unauthorized disclosure by Landlord or by persons or entities to whom Landlord has made an unauthorized disclosure. Landlord agrees that a Landlord's breach of such confidentiality may cause this Section 38. In no event shall Tenant harm for which recovery have the right to terminate this Lease as a result of damages would be an inadequate remedy, and in such event, Tenant shall be entitled to seek injunctive relief, as well as such further relief as may be granted by a court Landlord's breach of competent jurisdiction, but excluding special, punitive, exemplary, indirect or consequential damages, including lost profits. this Section 38. View More
Found in NanoString Technologies Inc contract
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Confidentiality. Except in keeping with its obligations under this Agreement, the Placement Agent(s) will maintain in confidence and will use only for the purpose of fulfilling its obligations hereunder and will not use for its own benefit any inventions, confidential know-how, trade secrets, financial information and other non-public information and data disclosed to it by the Company, and it will not divulge the same to any other persons until such time as the information becomes a matter of public knowledge. ...The Placement Agent(s) will use its best efforts to prevent any unauthorized disclosure described above by others. View More
Found in eWELLNESS HEALTHCARE Corp contract
Confidentiality. Except in keeping with its obligations under this Agreement, the Placement Agent(s) Agent will maintain in confidence and will use only for the purpose of fulfilling its obligations hereunder and will not use for its own benefit any inventions, confidential know-how, trade secrets, financial information and other non-public information and data disclosed to it by the Company, and it will not divulge the same to any other persons until such time as the information becomes a matter of public knowl...edge. The Placement Agent(s) Agent will use its best efforts to prevent any unauthorized disclosure described above by others. This Section 8 will survive expiration or termination of this Agreement indefinitely. View More
Found in CytoDyn Inc. contract
Confidentiality. Except in keeping with its obligations under this Agreement, the Placement Agent(s) Agent will maintain in confidence and will use only for the purpose of fulfilling its obligations hereunder and will not use for its own benefit any inventions, confidential know-how, trade secrets, financial information and other non-public information and data disclosed to it by the Company, and it will not divulge the same to any other persons until such time as the information becomes a matter of public knowl...edge. The Placement Agent(s) Agent will use its best efforts to prevent any unauthorized disclosure described above by others. This Section 10 will survive expiration or termination of this Agreement indefinitely. View More
Found in QPAGOS contract
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Confidentiality. The Company considers the protection of its confidential information and proprietary materials to be very important. Therefore, as a condition of your employment, you and the Company will become parties to the Confidentiality, Non-Competition and Assignment of Inventions Agreement, as set forth on Attachment 2 hereto. This attached agreement must be signed and returned to the Company as soon as practicable following the Start Date.
Found in Ribbon Communications Inc. contract
Confidentiality. The Company considers the protection of its confidential information and proprietary materials to be very important. Therefore, as a condition of your employment, you and the Company will become parties to the Confidentiality, Non-Competition and Assignment of Inventions Agreement, as set forth on Attachment 2 hereto. This attached agreement must be signed and returned to the Company as soon as practicable following the Start Date. on your first day of employment.
Found in Ribbon Communications Inc. contract
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Confidentiality. A. Definition. "Confidential Information" means any information that relates to the actual or anticipated business or research and development of the Company, technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding the Company's products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on whom Advisor called or with whom Advisor became acquainted during ...the term of this Agreement, excluding, however, customers, individuals, parties, entities, etc., that Advisor had prior knowledge of or relationship with prior to start date of this Agreement), software, developments, inventions, processes, formulas, technology, designs, drawing, engineering, hardware configuration information, marketing, finances or other business information. Confidential Information does not include information that (i) is known to Advisor at the time of disclosure to Advisor by the Company, (ii) has become publicly known and made generally available through no wrongful act of Advisor or (iii) has been rightfully received by Advisor from a third party who is authorized to make such disclosure. B. Non-Use and Non-Disclosure. Advisor acknowledges, understands and agrees that this Agreement creates a relationship of confidence and trust between Advisor and the Company with respect to Confidential Information. Advisor will not, during or subsequent to the term of this Agreement for a period of 2 years, use the Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Company or disclose the Confidential Information to any third party. It is understood that said Confidential Information shall remain the sole property of the Company. Advisor further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Without the Company's prior written approval, Advisor will not directly or indirectly disclose to anyone any Confidential Information (except as may be necessary in the ordinary course of Advisor performing the Services). C. Other Employer's Confidential Information. Advisor agrees that Advisor will not, during the term of this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or current employer or other person or entity with which Advisor has an agreement or duty to keep in confidence information acquired by Advisor, if any, and that Advisor will not bring onto the premises of the Company any unpublished document or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer, person or entity. D. Third Party Confidential Information. Advisor recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Advisor agrees that Advisor owes the Company and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for the Company consistent with the Company's agreement with such third party. E. Return of Materials. Upon the termination of this Agreement, or upon Company's earlier request, Advisor will deliver to the Company all of the Company's property or Confidential Information that Advisor may have in Advisor's possession or control. View More
Found in Indoor Harvest Corp contract
Confidentiality. A. Definition. 5.1 "Confidential Information" means shall mean for the purposes of this Agreement all of the trade secrets, know-how, ideas, business plans, pricing information, the identity of and any information concerning customers or suppliers, computer programs (whether in source code or object code), procedures, processes, strategies, methods, systems, designs, discoveries, inventions, production methods and sources, marketing and sales information, information received from others that re...lates the Company is obligated to treat as confidential or proprietary, information relating to the actual Company' s corporate finance and liquidity transactions, the Company's internal documents, such as its and its affiliates' operating agreements, and by-laws, contracts with employees or anticipated third parties and any other technical, operating, financial and other business information relating to the Company, its business, potential business, operations or research and development finances, or the business of the Company, technical data, trade secrets Company's affiliates or know-how, including, but not limited to, research, product plans or other information regarding the Company's products or services and markets therefor, customer lists and customers (including, but not limited to, customers customers. 5.2 "Confidential Information" of the Company shall not be deemed to include information which Advisor can demonstrate by competent evidence: (a) was in the public domain when disclosed by the Company to Advisor or subsequently becomes public through no act or failure to act on whom the part of Advisor called or with whom Advisor became acquainted during the term in breach of this Agreement, excluding, however, customers, individuals, parties, entities, etc., that Advisor had prior knowledge of Agreement or relationship with prior any fiduciary duty to start date of this Agreement), software, developments, inventions, processes, formulas, technology, designs, drawing, engineering, hardware configuration information, marketing, finances the Company; or other business information. Confidential Information does not include information that (i) (b) was or is known to Advisor at the time of disclosure furnished to Advisor by the Company, (ii) has become publicly known and made generally available through no wrongful act of Advisor or (iii) has been rightfully received by Advisor from a third party who is authorized to make such disclosure. B. Non-Use and Non-Disclosure. Advisor acknowledges, understands and agrees that this Agreement creates a relationship of confidence and trust between Advisor and the Company not bound by any confidentiality obligation or other restriction on disclosure with respect to Confidential Information. such information. 5.3 The Advisor will not, during or subsequent to the term of this Agreement for a period of 2 years, shall only use the Confidential Information for any purpose whatsoever other than the performance of the Services on behalf benefit of the Company or disclose the Confidential Information to any third party. It is understood that said Confidential Information shall remain the sole property of the Company. Advisor further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Without the Company's prior written approval, Advisor will not directly or indirectly disclose to anyone any Confidential Information (except as may be necessary in the ordinary course rendering of Advisor performing the Services). C. Other Employer's Confidential Information. Advisor agrees that Advisor will not, during the term of this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or current employer or other person or entity with which Advisor has an agreement or duty to keep in confidence information acquired by Advisor, if any, and that Advisor will not bring onto the premises of the Company any unpublished document or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer, person or entity. D. Third Party Confidential Information. Advisor recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Advisor agrees that Advisor owes the Company and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for the Company consistent with and will not otherwise use or disclose such information to others, at any time, now or in future, directly or indirectly, (a) without prior express, written permission in each instance of disclosure of an officer of the Company's agreement with Company authorized to grant such third party. E. Return permission or (b) except as permitted under Section 5.4 of Materials. Upon this Agreement. Subject to Section 5.4 of this Agreement, the Company may grant or deny permission to disclose in each instance in its sole discretion. Subject to Section 5. below, upon termination of this Agreement, the Advisor shall destroy or, upon the Company's request, immediately return to the Company, all drawings, blueprints, manuals, specification documents, documentation, source or upon Company's earlier request, Advisor will deliver object codes, tape discs and any other storage media, letters, notes, notebooks, reports, flowcharts, and all other materials in his possession or under his control relating to the Confidential Information and/or the Services, as well as all other property belonging to the Company all of which is then in the Company's property or Confidential Information that Advisor may have in Advisor's possession or under his control. 5.4 Notwithstanding any other provision of this Agreement, disclosure of Confidential Information of the Company shall not be precluded if such disclosure is required under applicable law, regulation, or valid order of a court or other governmental body to which Advisor is subject, provided that, Advisor shall, to the extent practicable, first have given written notice to the Company of the need for such disclosure reasonably in advance so that the Company may (if it elects) seek a protective order or other confidential treatment of its Confidential Information. 2 5.5 The Advisor agrees that in rendering Services to the Company, the Advisor will disclose to the Company only information that the Advisor has the right to freely disclose without incurring legal liability to, or violating rights of, others. 5.6 The Advisor understands that the Advisor will 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; provided that notwithstanding this immunity from liability, the Advisor may be held liable if the Advisor unlawfully accesses trade secrets by unauthorized means. In addition, the Advisor understands that nothing contained in this Agreement limits the Advisor's ability to communicate with any federal, state, or local governmental agency or entity concerning matters relevant to the governmental agency or entity. 5.7 Nothing in this Section 5 is intended to limit any remedy of the Company under applicable law. View More
Found in Provention Bio, Inc. contract
Confidentiality. A. Definition. "Confidential Information" means any information that relates to the actual or anticipated business or research and development of the Company, Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding the Company's products or services and markets therefor, plans, products, services, customers, customer lists and customers (including, but not limited to, customers of the Compan...y on whom Advisor called or with whom Advisor became acquainted during the term of this Agreement, excluding, however, customers, individuals, parties, entities, etc., that Advisor had prior knowledge of or relationship with prior to start date of this Agreement), lists, databases, markets, software, developments, inventions, processes, formulas, technology, designs, drawing, drawings, engineering, hardware configuration information, marketing, finances or other business information. Confidential Information does not include information that (i) is known to Advisor at the time of disclosure to Advisor disclosed by the Company, (ii) has become publicly known and made generally available through no wrongful act Company either directly or indirectly in writing, orally or by drawings or inspection of Advisor or (iii) has been rightfully received by Advisor from a third party who is authorized to make such disclosure. B. equipment. (b) Non-Use and Non-Disclosure. Advisor acknowledges, understands and agrees that this Agreement creates a relationship of confidence and trust between Advisor and the Company with respect to Confidential Information. Advisor will not, during or subsequent to the term of this Agreement for a period of 2 years, Agreement, use the Company's Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Company or disclose the Company's Confidential Information to any third party. It is understood that said Confidential Information shall remain the sole property of the Company. Advisor further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Without Information including, but not limited to, having each employee of Advisor, if any, with access to any Confidential Information, execute a nondisclosure agreement containing provisions in the Company's prior written approval, Advisor will not directly or indirectly disclose favor identical to anyone any Sections 2, 3 and 4 of this Agreement. Confidential Information (except does not include information which (i) is known to Advisor at the time of disclosure to Advisor by the Company as may be necessary in the ordinary course evidenced by written records of Advisor, (ii) has become publicly known and made generally available through no wrongful act of Advisor, or (iii) has been rightfully received by Advisor performing the Services). C. from a third party who is authorized to make such disclosure. (c) Other Employer's Confidential Information. Advisor agrees that Advisor will not, during the term of this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or current employer or other person or entity with which Advisor has an agreement or duty to keep in confidence information acquired by Advisor, if any, and that Advisor will not bring onto the premises of the Company any unpublished document or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer, person or entity. D. Advisor will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys fees and costs of suit, arising out of or in connection with any violation or claimed violation of a third party's rights resulting in whole or in part from the Company's use of the work product of Advisor under this Agreement. (d) Third Party Confidential Information. Advisor recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Advisor agrees that Advisor owes the Company and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for the Company consistent with the Company's agreement with such third party. E. (e) Return of Materials. Upon the termination of this Agreement, or upon Company's earlier request, Advisor will deliver to the Company all of the Company's property or Confidential Information that Advisor may have in Advisor's possession or control. View More
Found in Verrica Pharmaceuticals Inc. contract
Confidentiality. A. (a) Definition. "Confidential Information" means any non-public information that relates to the actual or anticipated business or research and development of the Company, Company or its affiliates, technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding the Company's or its affiliates' products or services and markets therefor, therefore, customer lists and customers (including, but not limited to, customers of the Compa...ny on whom Advisor Director called or with whom Advisor Director became acquainted during the term of this Agreement, excluding, however, customers, individuals, parties, entities, etc., that Advisor had prior knowledge of or relationship with prior to start date of this Agreement), software, developments, inventions, processes, formulas, technology, designs, drawing, engineering, hardware configuration information, marketing, finances or other business information. Confidential Information does not include information that (i) is known to Advisor Director at the time of disclosure to Advisor Director by the Company, Company as evidenced by written records of Director, (ii) has become publicly known and made generally available through no wrongful act of Advisor Director or (iii) has been rightfully received by Advisor Director from a third party who is authorized to make such disclosure. B. Non-Use (b) Nonuse and Non-Disclosure. Advisor acknowledges, understands and agrees that this Agreement creates a relationship of confidence and trust between Advisor and the Company with respect to Confidential Information. Advisor Nondisclosure. Director will not, during or subsequent to the term of this Agreement for a period of 2 years, Agreement, except as required by applicable law, (i) use the Confidential Information for any purpose whatsoever other than the performance of the Services services on behalf of the Company or (ii) disclose the Confidential Information to any third party. It is understood Director agrees that said all Confidential Information shall will remain the sole property of the Company. Advisor further Director also agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Without the Company's prior written approval, Advisor Director will not directly or indirectly disclose to anyone any Confidential Information (except as may be necessary in the ordinary course of Advisor performing terms or the Services). C. Other Employer's Confidential Information. Advisor agrees that Advisor will not, during the term existence of this Agreement, improperly use Agreement or disclose any proprietary information or trade secrets of any former or current employer or other person or entity the fact that Director has this arrangement with which Advisor has an agreement or duty to keep in confidence information acquired by Advisor, if any, and that Advisor will not bring onto the premises of the Company any unpublished document or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer, person or entity. D. Company. (c) Third Party Confidential Information. Advisor Director recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Advisor Director agrees that Advisor owes the Company and such third parties, that, during the term of this Agreement and thereafter, that all such information shall be treated as Confidential Information as defined in this Agreement. Director owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services services for the Company consistent with the Company's agreement with such third party. E. (d) Return of Materials. Upon the termination of this Agreement, or upon Company's earlier request, Advisor Director will deliver to the Company all of the Company's property property, including but not limited to all electronically stored information and passwords to access such property, or Confidential Information that Advisor Director may have in Advisor's Director's possession or control. (e) Confidentiality of Agreement. Subject to exceptions mutually agreed upon by the parties to this Agreement in advance and in writing, the terms and conditions of this Agreement shall remain confidential and protected from disclosure except as required by law in connection with any registration or filing, in relation to a lawful subpoena, or as may be necessary for purposes of disclosure to accountants, financial advisors or other experts, who shall be made aware of and agree to be bound by the confidentiality provisions hereof. View More
Found in Xtant Medical Holdings, Inc. contract
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Confidentiality. During the Term of Employee's employment, and at all times thereafter, the Employee shall not, without the prior written consent of the Company, divulge to any third party or use for Employee's own benefit or the benefit of any third party or for any purpose other than the exclusive benefit of the Company, any confidential or proprietary business or technical information revealed, obtained or developed in the course of Employee's employment with the Company and which is otherwise the property of... the Company or any of its affiliated corporations, including, but not limited to, trade secrets, customer lists, formulae and processes of manufacture; provided, however, that nothing herein contained shall restrict the Employee's ability to make such disclosures during the course of Employee's employment as may be necessary or appropriate to the effective and efficient discharge of Employee's duties to the Company. View More
Found in Waste Connections, Inc. contract
Confidentiality. During the Term of Employee's employment, and at all times thereafter, the Employee shall not, without the prior written consent of the Company, divulge to any third party or use for Employee's own benefit or the benefit of any third party or for any purpose other than the exclusive benefit of the Company, any confidential or proprietary business or technical information revealed, obtained or developed in the course of Employee's employment with the Company and which is otherwise the property of... the Company or any of its affiliated corporations, including, but not limited to, trade secrets, customer lists, formulae and processes of manufacture; provided, however, that nothing herein contained shall restrict the Employee's ability to make such disclosures during the course of Employee's employment as may be necessary or appropriate to the effective and efficient discharge of Employee's duties to the Company. Employment Agreement: M.A. WhitneyPage 2 6. Property. Both during the Term of Employee's employment and thereafter, the Employee shall not remove from the Company's offices or premises any Company documents, records, notebooks, files, correspondence, reports, memoranda and similar materials or property of any kind unless necessary in accordance with the duties and responsibilities of Employee's employment. In the event that any such material or property is removed, it shall be returned to its proper file or place of safekeeping as promptly as possible. The Employee shall not make, retain, remove or distribute any copies, or divulge to any third person the nature or contents of any of the foregoing or of any other oral or written information to which Employee may have access, except as disclosure shall be necessary in the performance of Employee's assigned duties. On the termination of Employee's employment with the Company, the Employee shall leave with or return to the Company all originals and copies of the foregoing then in Employee's possession or subject to Employee's control, whether prepared by the Employee or by others. View More
Found in Waste Connections, Inc. contract
Confidentiality. During the Term of Employee's employment, and at all times thereafter, the Employee shall not, without the prior written consent of the Company, divulge to any third party or use for Employee's own benefit or the benefit of any third party or for any purpose other than the exclusive benefit of the Company, any confidential or proprietary business or technical information revealed, obtained or developed in the course of Employee's employment with the Company and which is otherwise the property of... the Company or any of its affiliated corporations, including, but not limited to, trade secrets, customer lists, formulae and processes of manufacture; provided, however, that nothing herein contained shall restrict the Employee's ability to make such disclosures during the course of Employee's employment as may be necessary or appropriate to the effective and efficient discharge of Employee's duties to the Company. EMPLOYMENT AGREEMENT: R. CLONINGERPage 2 6. Property. Both during the Term of Employee's employment and thereafter, the Employee shall not remove from the Company's offices or premises any Company documents, records, notebooks, files, correspondence, reports, memoranda and similar materials or property of any kind unless necessary in accordance with the duties and responsibilities of Employee's employment. In the event that any such material or property is removed, it shall be returned to its proper file or place of safekeeping as promptly as possible. The Employee shall not make, retain, remove or distribute any copies, or divulge to any third person the nature or contents of any of the foregoing or of any other oral or written information to which Employee may have access, except as disclosure shall be necessary in the performance of Employee's assigned duties. On the termination of Employee's employment with the Company, the Employee shall leave with or return to the Company all originals and copies of the foregoing then in Employee's possession or subject to Employee's control, whether prepared by the Employee or by others. View More
Found in Waste Connections US, Inc. contract
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Confidentiality. All information (other than periodic reports filed by any Co-Borrower with the Securities and Exchange Commission) disclosed by any Co-Borrower to Collateral Agent or any Lender in writing or through inspection pursuant to this Agreement that 52 is marked confidential (or, if not marked, if the Collateral Agent or such Lender knows that such information is material non-public information) shall be considered confidential. Collateral Agent and each Lender agrees to use the same degree of care to ...safeguard and prevent disclosure of such confidential information as Collateral Agent and such Lender uses with its own confidential information, but in any event no less than a reasonable degree of care. Neither Collateral Agent nor any Lender shall disclose such information to any third party (other than (a) to another party hereto, (b) to Collateral Agent's or any Lender's members, partners, attorneys, governmental regulators (including any self-regulatory authority) or auditors, (c) to Collateral Agent's or a Lender's subsidiaries and affiliates, (d) on a confidential basis, to any rating agency, (e) to prospective transferees and purchasers of the Loans or any actual or prospective party (or its Affiliates) to any swap, derivative or other transaction under which payments are to be made by reference to the Obligations, any Co-Borrower, any Loan Document or any payment thereunder, all subject to the same confidentiality obligation set forth herein or (f) as required by law, regulation, subpoena or other order to be disclosed) and shall use such information only for purposes of evaluation of its investment in any Co-Borrower and the exercise of Collateral Agent's or any Lender's rights and the enforcement of its remedies under this Agreement and the other Loan Documents. The obligations of confidentiality shall not apply to any information that (i) was known to the public prior to disclosure by any Co-Borrower under this Agreement, (ii) becomes known to the public through no fault of Collateral Agent or any Lender, (iii) is disclosed to Collateral Agent or any Lender on a non-confidential basis by a third party or (iv) is independently developed by Collateral Agent or any Lender. Notwithstanding the foregoing, Collateral Agent's and Lenders' agreement of confidentiality shall not apply if Collateral Agent or any Lender has acquired indefeasible title to any Collateral or in connection with any enforcement or exercise of Collateral Agent's or a Lender's rights and remedies under this Agreement following an Event of Default, including the enforcement of Collateral Agent's and Lenders' security interest in the Collateral. View More
Found in vTv Therapeutics Inc. contract
Confidentiality. All information (other than periodic reports filed by any Co-Borrower with the Securities and Exchange Commission) disclosed by any Co-Borrower to Collateral Agent or any Lender in writing or through inspection pursuant to this Agreement that 52 is marked confidential (or, if not marked, if the Collateral Agent or such Lender knows that such information is material non-public information) shall be considered confidential. Collateral Agent and each Lender agrees to use the same degree of care to ...safeguard and prevent disclosure of such confidential information as Collateral Agent and such Lender uses with its own confidential information, but in any event no less than a reasonable degree of care. Neither Collateral Agent nor any Lender shall disclose such information to any third party (other than (a) to another party hereto, (b) to Collateral Agent's or any Lender's members, partners, attorneys, governmental regulators (including any self-regulatory authority) or auditors, (c) to Collateral Agent's or a Lender's subsidiaries and affiliates, (d) on a confidential basis, to any rating agency, (e) to prospective transferees and purchasers of the Loans or any actual or prospective party (or its Affiliates) to any swap, derivative or other transaction under which payments are to be made by reference to the Obligations, any Co-Borrower, any Loan Document or any payment thereunder, all subject to the same confidentiality obligation set forth herein or (f) as required by law, regulation, subpoena or other order to be disclosed) and shall use such information only for purposes of evaluation of its investment in the creditworthiness of any Co-Borrower and the exercise of Collateral Agent's or any Lender's rights and the enforcement of its remedies under this Agreement and the other Loan Documents. The obligations of confidentiality shall not apply to any information that (i) was known to the public prior to disclosure by any Co-Borrower under this Agreement, (ii) becomes known to the public through no fault of Collateral Agent or any Lender, (iii) is disclosed to Collateral Agent or any Lender on a non-confidential basis by a third party or (iv) is independently developed by Collateral Agent or any Lender. Notwithstanding the foregoing, Collateral Agent's and Lenders' Lender's agreement of confidentiality shall not apply if Collateral Agent or any Lender has acquired indefeasible title to any Collateral or in connection with any enforcement or exercise of Collateral Agent's or a Lender's rights and remedies under this Agreement following an Event of Default, including the enforcement of Collateral Agent's and Lenders' Lender's security interest in the Collateral. 43 15. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CONNECTICUT. EACH CO-BORROWER, COLLATERAL AGENT AND LENDER HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF CONNECTICUT. EACH CO-BORROWER, COLLATERAL AGENT AND LENDER HEREBY WAIVES THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. View More
Found in CATASYS, INC. contract
Confidentiality. All information (other than periodic reports filed by any Co-Borrower Borrower with the Securities and Exchange Commission) disclosed by any Co-Borrower Borrower to Collateral Agent or any Lender in writing or through inspection pursuant to this Agreement that 52 is marked confidential (or, if not marked, if the Collateral Agent or such Lender knows that such information is material non-public information) shall be considered confidential. Collateral Agent and each Lender agrees to use the same ...degree of care to safeguard and prevent disclosure of such confidential information as Collateral Agent and such Lender uses with its own confidential information, but in any event no less than a reasonable degree of care. Neither Collateral Agent nor any Lender shall disclose such information to any third party (other than to (a) to another party hereto, (b) to Collateral Agent's or any Lender's members, partners, attorneys, governmental regulators (including any self-regulatory authority) regulators, or auditors, (c) (h) to Collateral Agent's or a Lender's subsidiaries and affiliates, (d) affiliates and prospective transferees and purchasers of the Loans, (c) on a confidential basis, to any rating agency, (e) agency or (d) to prospective transferees and purchasers of the Loans or any actual or prospective party (or its Affiliates) to any swap, derivative or other transaction under which payments are to be made by reference to the Obligations, any Co-Borrower, any Loan Document or any payment thereunder, all subject to the same confidentiality obligation set forth herein or (f) as required by law, regulation, subpoena or other order to be disclosed) and shall use such information only for purposes of evaluation of its investment in any Co-Borrower Borrower and the exercise of Collateral Agent's or any Lender's rights and the enforcement of its remedies under this Agreement and the other Loan Documents. The obligations of confidentiality shall not apply to any information that (i) (a) was known to the public prior to disclosure by any Co-Borrower Borrower under this Agreement, (ii) (b) becomes known to the public through no fault of Collateral Agent or any Lender, (iii) (c) is disclosed to Collateral Agent or any Lender on a non-confidential basis by a third party having a legal right to make such disclosure, or (iv) (d) is independently developed by Collateral Agent or any Lender. Notwithstanding the foregoing, Collateral Agent's and Lenders' agreement of confidentiality shall not apply if Collateral Agent or any Lender has acquired indefeasible title to any Collateral or in connection with any enforcement or exercise of Collateral Agent's or a Lender's rights and remedies under this Agreement following an Event of Default, including the enforcement of Collateral Agent's and Lenders' Lender's security interest in the Collateral. View More
Found in eASIC Corp contract
Confidentiality. All information (other than periodic reports filed by any Co-Borrower Borrower with the Securities and Exchange Commission) disclosed by any Co-Borrower Borrower to Collateral Agent or any Lender and Lenders in writing or through inspection pursuant to this Agreement that 52 is marked confidential (or, if not marked, if the Collateral Agent or such Lender knows that such information is material non-public information) shall be considered confidential. Collateral Agent and each Lender agrees Lend...ers agree to use the same degree of care to safeguard and prevent disclosure of such confidential information as Collateral Agent and each such Lender party uses with its own confidential information, but in any event no less than a reasonable degree of care. Neither Collateral Agent nor any Lender shall disclose such information to any third party (other than (a) to another party hereto, (b) to Collateral Agent's or any Lender's Agent and Lenders' members, partners, attorneys, governmental regulators (including any self-regulatory authority) regulators, or auditors, (c) or to Collateral Agent's or a Lender's and Lenders' subsidiaries and affiliates, (d) on a confidential basis, to any rating agency, (e) to affiliates and prospective transferees and purchasers of the Loans or any actual or prospective party (or its Affiliates) to any swap, derivative or other transaction under which payments are to be made by reference to the Obligations, any Co-Borrower, any Loan Document or any payment thereunder, Loans, all subject to the same confidentiality obligation set forth herein or (f) as required by law, regulation, subpoena or other order to be disclosed) and shall use such information only for purposes of evaluation of its investment in any Co-Borrower Borrower and the exercise of Collateral Agent's or any and each Lender's rights and the enforcement of its remedies under this Agreement and the other Loan Documents. The obligations of confidentiality shall not apply to any information that (i) (a) was known to the public prior to disclosure by any Co-Borrower Borrower under this Agreement, (ii) (b) becomes known to the public through no fault of Collateral Agent or any Lender, (iii) (c) is disclosed to Collateral Agent or any Lender on a non-confidential basis by a third party having a legal right to make such disclosure, or (iv) (d) is independently developed by Collateral Agent or any Lender. Notwithstanding the foregoing, Collateral Agent's and Lenders' each Lender's agreement of confidentiality shall not apply if Collateral Agent or any Lender has acquired indefeasible title to any Collateral or in connection with any enforcement or exercise of Collateral Agent's or a Lender's rights and remedies under this Agreement following an Event of Default, including the enforcement of Collateral Agent's and Lenders' or Lender's security interest in the Collateral. View More
Found in ROCKET PHARMACEUTICALS, INC. contract
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Confidentiality. In the event of the consummation or public announcement of any Offering, Dawson shall have the right to disclose its participation in such Offering, including, without limitation, the placement at its cost of "tombstone" advertisements in financial and other newspapers and journals. Dawson agrees not to use any confidential information concerning the Company provided to Dawson by the Company for any purposes other than those contemplated under this Agreement. 12 14.Headings. The headings of the ...various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement. View More
Found in Precision Therapeutics Inc. contract
Confidentiality. In the event of the consummation or public announcement of any Offering, Dawson shall have the right to disclose its participation in such Offering, including, without limitation, the placement at its cost of "tombstone" advertisements in financial and other newspapers and journals. Dawson agrees not to use any confidential information concerning the Company provided to Dawson by the Company for any purposes other than those contemplated under this Agreement. 12 14.Headings. The headings of the ...various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement. View More
Found in Precision Therapeutics Inc. contract
Confidentiality. In the event of the consummation or public announcement of any Offering, Dawson the Placement Agent shall have the right to disclose its participation in such Offering, including, without limitation, the placement at its cost of "tombstone" advertisements in financial and other newspapers and journals. Dawson The Placement Agent agrees not to use any confidential information concerning the Company provided to Dawson the Placement Agent by the Company for any purposes other than those contemplate...d under this Agreement. 12 14.Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement. View More
Found in ADDENTAX GROUP CORP. contract
Confidentiality. In the event of the consummation or public announcement of any Offering, Dawson shall have the right to disclose its participation in such Offering, including, without limitation, the placement at its cost of "tombstone" advertisements in financial and other newspapers and journals. Dawson agrees not to use any confidential information concerning the Company provided to Dawson by the Company for any purposes other than those contemplated under this Agreement. 12 14.Headings. The headings of the ...various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement. View More
Found in InspireMD, Inc. contract
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Confidentiality. The Parties agree to keep confidential all negotiations leading up to execution of the Agreement, including without limitation all communications and documents exchanged in connection therewith, except for your spouse, attorney, or as required by regulatory inquiry, law, or court order. You acknowledge and agree that you have been the recipient of confidential and proprietary business information concerning the Employers, including without limitation past, present, planned or considered business... activities of the Employers, and agree that you will not use your knowledge of such information or disclose such confidential and proprietary information for any purposes whatsoever, except as may be expressly permitted in a writing signed by the Employers, or as may be required by regulatory inquiry, law, or court order. You understand that nothing contained in this Agreement limits your ability to file a charge or complaint with the United States Securities and Exchange Commission ("SEC") and this Agreement does not limit your right to receive an award for information provided to the SEC. View More
Found in Berkshire Hills Bancorp, Inc. contract
Confidentiality. The Parties agree to keep confidential all negotiations leading up to execution of the Agreement, including without limitation all communications and documents exchanged in connection therewith, except for your spouse, attorney, or as required by regulatory inquiry, law, or court order. You acknowledge and agree that you have been the recipient of confidential and proprietary business information concerning the Employers, Bank and its Affiliates, including without limitation past, present, plann...ed or considered business activities of the Employers, Bank and its Affiliates, and agree that you will not use your knowledge of such information or disclose such confidential and proprietary information for any purposes whatsoever, except as may be expressly permitted in a writing signed by the Employers, Bank, or as may be required by regulatory inquiry, law, or court order. You understand that nothing contained in this Agreement limits your ability 3 to file a charge or complaint with the United States Securities and Exchange Commission ("SEC") and this Agreement does not limit your right to receive an award for information provided to the SEC. View More
Found in Provident Bancorp, Inc. contract
Confidentiality. The Parties agree to keep confidential all negotiations leading up to execution of the this Agreement, including without limitation all communications and documents exchanged in connection therewith, except for your spouse, attorney, or as required by regulatory inquiry, law, or court order. You acknowledge and agree that you have been the recipient of confidential and proprietary business information concerning the Employers, including without limitation past, present, planned or considered bus...iness activities of the Employers, and agree that you will not use your knowledge of such information or disclose such confidential and proprietary information for any purposes whatsoever, except as may be expressly permitted in a writing signed by the Employers, or as may be required by regulatory inquiry, law, or court order. You understand that nothing contained in this Agreement limits your ability to file a charge or complaint with the United States Securities and Exchange Commission ("SEC") and this Agreement does not limit your right to receive an award for information provided to the SEC. 12. Mutual Non-Disparagement. The Parties agree not to make any disparaging statements concerning the other party which would reasonably be expected to affect adversely the reputation or goodwill of the other party. With respect to the Employers, you acknowledge such non-disparagement obligations and protections extend to the Bank, the Company, their affiliates and current or former officers, directors, employees or agents. The Employers hereby acknowledge that the Employers' obligation under this provision extends to senior and executive management. The provisions of this term of this Agreement shall not apply to any truthful statement required to be made by you or the Employers in any legal proceeding or in connection with any governmental or regulatory investigation. View More
Found in Berkshire Hills Bancorp, Inc. contract
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