Common use of Confidentiality Clause in Contracts

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 39 contracts

Samples: Distribution Agreement (Parnassus Income Funds), Distribution Agreement (Managed Portfolio Series), Distribution Agreement (Northern Lights Fund Trust)

Confidentiality. During the term of this Agreement, the Distributor ACC and the Client Trust/IC and RIA may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor ACC or the Client Trust/IC or the RIA which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 25 contracts

Samples: Tri Party Agreement for Distribution Services (Frank Funds), Tri Party Agreement for Distribution Services (Collaborative Investment Series Trust), Tri Party Agreement for Distribution Services (Tea Leaf Management Investment Trust)

Confidentiality. During the term of this Agreement, the Distributor A. Each party acknowledges and the Client may have access to confidential information relating to such matters as either party’s business understands that any and all technical, trade secrets secret, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party business information, including, without limitation, financial information, business practices or marketing strategies or plans or product development, which is disclosed to the other or is otherwise obtained by the other, its affiliates, agents or representatives during the term of this Agreement (the “Proprietary Information”) is confidential and policies proprietary, know-how, constitutes trade secrets, market or sales information or plans, customer lists, business plans secrets of the owner, and all provisions is of this Agreement great value and importance to the success of the owner’s business. Confidential Information does not include: Each party agrees that should it come into possession of Proprietary Information, it will use its best efforts to hold such information in confidence and shall refrain from using, disclosing or distributing any such information except (i) information that was known to as may be necessary in the receiving Party before receipt thereof from or on behalf ordinary course of performing the Disclosing Party services and transactions contemplated by this Agreement; (ii) with the written consent of the other party; or (iii) as required by law or judicial process. Proprietary Information shall not include information that is disclosed a party to this Agreement can clearly establish was (a) known to the Receiving Party party prior to this Agreement; (b) rightfully acquired by a the party from third person who has a right to make such disclosure without any parties whom the party reasonably believes are not under an obligation of confidentiality to the Party seeking other party to enforce its rights under this Section Agreement; ( iii c) information that is placed in public domain without fault of the party or becomes generally known in the trade without violation of this Agreement by the Receiving Party its affiliates; or ( iv d) information that is independently developed by the Receiving Party or its employees or affiliates party without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential or reliance upon Proprietary Information , and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure .

Appears in 20 contracts

Samples: Jpmorgan Distribution Services (Jpmorgan Trust Ii), Sub Transfer Agency Agreement (Jp Morgan Mutual Fund Investment Trust), Sub Transfer Agency Agreement (Jp Morgan Fleming Mutual Fund Group Inc)

Confidentiality. During Each Party acknowledges and understands that with respect to the term of activities described in this Agreement, the Distributor Agreement any and the Client may have access to confidential information relating to such matters as either party’s business all technical, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor secret or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party business information, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information marketing strategies or plans, product development or customer lists information (“Confidential Information”) shared by one Party with the other is confidential and proprietary, business plans constitutes trade secrets of the owner of such Confidential Information, and all provisions is of this Agreement great value and importance to the success of the owner’s business. The recipient of any such Confidential Information does agrees to use its best efforts (the same being not include: (i less than that employed to protect its own Confidential Information) information that was known to safeguard any Confidential Information received from the other Party and to prevent the unauthorized, negligent or inadvertent use or disclosure thereof. The recipient of any such Confidential Information shall not, without the prior written consent of any officer of the owner, directly or indirectly, disclose the Confidential Information to any person or business entity except for a limited number of employees, attorneys, accountants and other advisers of the recipient on a need-to-know basis or promptly notify the owner in writing of any unauthorized, negligent or inadvertent use or disclosure of Confidential Information. The recipient of any such Confidential Information shall be liable under this Agreement to the receiving Party before receipt thereof from owner for any use or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by it or its employees, attorneys, accountants, or other advisers or agents. The recipient of such Confidential Information shall not have any obligations under this Section 7 with respect to any information that is: (i) already known to the Receiving Party recipient or its affiliates prior to the time of the receipt; (ii) publicly known at the time of the receipt; or ( iv iii) information that is independently developed by the Receiving Party recipient or its employees or affiliates without reference to affiliates. This Section 7 shall continue in full force and effect notwithstanding the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree termination of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure this Agreement.

Appears in 18 contracts

Samples: Shareholder Servicing Agreement (Cavanal Hill Funds), Form of Shareholder Servicing Agreement (Cavanal Hill Funds), Form of Shareholder Servicing Agreement (American Performance Funds)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party party before receipt thereof from or on behalf of the Disclosing Party disclosing party; (ii) information that is disclosed to the Receiving Party receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party receiving party; or (iv) information that is independently developed by the Receiving Party receiving party or its employees or affiliates without reference to the Disclosing Party disclosing party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and unless otherwise prohibited by law and will cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure . The parties agree that the procedures and restrictions set forth herein shall not apply to disclosures of Confidential Information to Distributor’s applicable regulatory authorities in connection with routine regulatory examinations or requests for information with respect to which Distributor shall be permitted to disclose such Confidential Information necessary to respond to such examinations or requests. The Distributor will advise such regulatory authorities of the confidential nature of such information.

Appears in 17 contracts

Samples: Distribution Agreement (Total Fund Solution), Distribution Agreement (Total Fund Solution), Service Fee Agreement (JOHCM Funds Trust)

Confidentiality. During the term of this Agreement, the Distributor i. The parties acknowledge and the Client agree that they may have access deliver to confidential each other information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, about themselves and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client their business which is of value to nonpublic, confidential or proprietary in nature. All such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies regardless of the manner in which it is delivered, know-how is referred to as "Proprietary Information." However, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Proprietary Information does not include: (i) include information that was known which 1. is or becomes generally available to the receiving Party before receipt thereof public other than as a result of a disclosure by the other party, 2. was available to the other party on a nonconfidential basis prior to its disclosure by the disclosing party, or 3. becomes available to the other party on a nonconfidential basis from a person other than by the disclosing party. Unless otherwise agreed to in writing by the disclosing party, the other party shall a. except as required by law, keep all Proprietary Information confidential and not disclose or reveal any Proprietary Information to any person other than those employed by the other party, or who is actively and directly participating in the performance under this Agreement on behalf of the Disclosing Party other party ("Involved Persons"); (ii) information that is disclosed b. cause each Involved Person to keep all Proprietary Information confidential and not disclose or reveal any Proprietary Information to any person other than another Involved Person; and c. not use the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Proprietary Information, and will ensure that each Involved Person does not use the other party’s Confidential Information Proprietary Information, for any purpose other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure performance under this Agreement.

Appears in 15 contracts

Samples: Intercompany Service Agreement (Newco Uws Inc), Intercompany Service Agreement (Newco Uws Inc), Intercompany Service Agreement (Newco Uws Inc)

Confidentiality. During 13.1. Each party to this Agreement acknowledges that in order to perform the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used duties called for in this Agreement, it may be necessary for a party (“owner”) to disclose to the other party(ies) certain “Confidential Information . Confidential Information means information belonging to the Distributor non-public, proprietary information, data or the Client which is know-how of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party an owner, including, without limitation but not limited to, financial information, business practices and policies, know-how, trade secrets, market or sales personal information or plans, customer lists, business plans, and all provisions of an owner’s customers. No party will use another party’s Confidential Information except as required for the performance of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information use commercially reasonable efforts in a manner fully consistent with at least the same degree of care it uses with respect industry standards and applicable federal, state and international laws and regulations to its own Confidential Information, and will not use the other hold in confidence a party’s Confidential Information other than in connection with its obligations hereunder Information. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if does not include information which is: (i) required already in the possession of the receiving party or its subsidiaries and not subject to a confidentiality obligation to the providing party; (ii) independently developed by the receiving party; (iii) publicly disclosed or in the public domain through no fault of the receiving party; (iv) rightfully received by the receiving party or its subsidiaries from a third party that is not under any obligation to keep such information confidential; (v) approved for release by written agreement with the owner; or (vi) disclosed pursuant to the requirements of law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure court order.

Appears in 14 contracts

Samples: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account A), Participation Agreement (Transamerica Series Trust), Participation Agreement (WRL Series Annuity Account)

Confidentiality. During the term of this Agreement, the Distributor A. Each party acknowledges and the Client may have access to confidential information relating to such matters as either party’s business understands that any and all technical, trade secrets secret, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party business information, including, without limitation, financial information, business practices or marketing strategies or plans or product development, which is disclosed to the other or is otherwise obtained by the other, its affiliates, agents or representatives during the term of this Agreement (the “Proprietary Information”) is confidential and policies proprietary, know-how, constitutes trade secrets, market or sales information or plans, customer lists, business plans secrets of the owner, and all provisions is of this Agreement great value and importance to the success of the owner’s business. Confidential Information does not include: Each party agrees that should it come into possession of Proprietary Information, it will use its best efforts to hold such information in confidence and shall refrain from using, disclosing or distributing any such information except (i) information that was known to as may be necessary in the receiving Party before receipt thereof from or on behalf ordinary course of performing the Disclosing Party services and transactions contemplated by this Agreement; (ii) with the written consent of the other party; or (iii) as required by law or judicial process. Proprietary Information shall not include information that is disclosed a party to this Agreement can clearly establish was (a) known to the Receiving Party party prior to this Agreement; (b) rightfully acquired by a the party from third person who has a right to make such disclosure without any parties whom the party reasonably believes are not under an obligation of confidentiality to the Party seeking other party to enforce its rights under this Section Agreement; ( iii c) information that is placed in public domain without fault of the party or becomes generally known in the trade without violation of this Agreement by the Receiving Party its affiliates; or ( iv d) information that is independently developed by the Receiving Party or its employees or affiliates party without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential to, or reliance upon, Proprietary Information , and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure .

Appears in 14 contracts

Samples: Jpmorgan Distribution Services (JPMorgan Trust I), Jpmorgan Distribution Services (Jp Morgan Mutual Fund Investment Trust), Jpmorgan Distribution Services (Jp Morgan Fleming Mutual Fund Group Inc)

Confidentiality. During the term of this Agreement, the Distributor and the Client Funds may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Funds which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 13 contracts

Samples: Distribution Agreement (Pine Grove Alternative Fund), Distribution Agreement (Vivaldi Opportunities Fund), Distribution Agreement (AlphaCentric Prime Meridian Income Fund)

Confidentiality. During For purposes of this Agreement, “Proprietary Information” shall be defined as any confidential or proprietary information of you or us (each a “Party” and collectively the “Parties”) or their respective affiliates provided to the other party during the term of this Agreement, the Distributor and the Client may have access including, but not limited to confidential customer lists, information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel customer accounts, and clients. As used other proprietary and confidential information related to a Party’s business or customers, or owned by a Party’s customers; provided, however, that nothing in this Agreement, “Confidential Information” means information belonging paragraph or otherwise shall be deemed to the Distributor prohibit or the Client which is of value to such party and the disclosure of which could result restrict either Party or their affiliates in a competitive any way from soliciting any product or other disadvantage to either party, including service directed at, without limitation, financial information the general public, business practices and policies, know-how, trade secrets, market any segment thereof or sales information or plans, customer lists, business plans, and all provisions of this Agreement any specific individual provided such solicitation is not based upon any such Proprietary Information. Confidential Information does The term “Proprietary Information” shall not include: include (i) information that was known lawfully in the possession of a Party or its affiliates prior to its receipt from the receiving other Party before receipt thereof from or on behalf and without obligation of the Disclosing Party confidentiality; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure which, without any obligation fault of confidentiality to the Party seeking to enforce its rights under this Section other Party, is or becomes available in the public domain; (iii) information that is or becomes generally subsequently disclosed on a non-confidential bases by a third party not known in the trade without violation of this Agreement by the Receiving Party disclosing Party as having a confidential relationship with the Parties and which rightfully acquired such information; or (iv) information that is independently developed by a Party; (v) information communicated with the Receiving express written consent of the other Party, or (vi) information legally requested or required to be disclosed pursuant to a competent judicial order or other legal, administrative or regulatory process. Neither Party or its employees or affiliates without reference to gains any ownership of the Disclosing other Party’s information Proprietary Information hereunder and each Party agrees that any Proprietary Information provided to it by the other Party shall at all times remain the sole property of the other Party. Each Party acknowledges that the Proprietary Information of the other Party is valuable and must be kept confidential. Each party will protect shall hold the other’s Confidential Proprietary Information with at least of the same degree of care it uses with respect other Party confidential and shall limit access to such Proprietary Information to its own Confidential Information employees and agents whose use of such Proprietary Information is necessary for the conduct of its business. Each Party shall take commercially reasonable steps to prevent unauthorized disclosure or use of the Proprietary Information of the other Party. Each Party acknowledges that either Party delivering confidential customer information may be subject to certain laws and regulations regarding the privacy and protection of consumer information, and will not that any receipt or use of confidential customer information by either Party may also be subject to compliance with such state and federal laws and regulations, including, if applicable the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding laws and regulations of the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event Commonwealth of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure Massachusetts.

Appears in 10 contracts

Samples: Participation Agreement (Separate Account Va Bny), Participation Agreement (Separate Account Va Bny), Participation Agreement (Separate Account Va Bny)

Confidentiality. During Neither party will use the term other party’s Confidential Information, except as necessary for the performance of this Agreement EULA, nor will either party disclose such Confidential Information to any third party, except to personnel of NVIDIA or its Affiliates, you, your Enterprise or your Contractors that have a need to know such Confidential Information for the Distributor and the Client may have access to confidential information relating to performance of this EULA, provided that each such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, employee and clients. As used in this Agreement, “Confidential Information” means information belonging Contractor is subject to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information written agreement that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of includes confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information obligations consistent with those set forth herein. Each party will protect use all reasonable efforts to maintain the other confidentiality of all of the other party’s Confidential Information with at least in its possession or control, but in no event less than the same degree of care efforts that it ordinarily uses with respect to its own Confidential Information, Information of similar nature and importance. The foregoing obligations will not use restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this EULA as required under applicable securities regulations or pursuant to the order or requirement of a court, administrative agency, or other than in connection with its obligations hereunder. Notwithstanding governmental body, provided that the foregoing, a party may disclose the other’s Confidential Information if required to make such disclosure (i) required by law gives reasonable notice to the other party to enable it to contest such order or requirement prior to its disclosure (whether through protective orders or otherwise), regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure uses reasonable effort to make obtain confidential treatment or similar protection to the fullest extent possible to avoid such public disclosure ; , and (iii) requested discloses only the minimum amount of information necessary to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of comply with such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure requirements.

Appears in 10 contracts

Samples: License Agreement, License Agreement, Nvidia Cloud End User License Agreement

Confidentiality. For purposes of this Agreement, the term “Confidential Information” means all confidential and proprietary information of a party, including but not limited to (i) financial information, (ii) business and marketing plans, (iii) the names of employees and owners, (iv) the names and other personally-identifiable information of users of the third-party provided online fundraising platform, (v) security codes, and (vi) all documentation provided by Client or Investor, but shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient. During the term of this Agreement Agreement and at all times thereafter, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such neither party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. shall disclose Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make other party or use such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with for any purpose without the prior written consent of such other party. Without limiting the preceding sentence, each party shall use at least the same degree of care it uses with respect to its own Confidential Information, and will not use in safeguarding the other party’s Confidential Information other than in connection with as it uses to safeguard its obligations hereunder own Confidential Information. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) if required to do by law order of a court of competent jurisdiction, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel provided that it may incur liability for failure to make such disclosure; (iii) requested to by party shall notify the other party party in writing promptly upon receipt of knowledge of such order so that such other party may attempt to prevent such disclosure or seek a protective order; provided that in the event of (i) or (ii) to any applicable governmental authority as required by applicable law. Nothing contained herein shall be construed to prohibit the disclosing party shall give the SEC, FINRA, or other party reasonable prior notice government official or entities from obtaining, reviewing, and auditing any information, records, or data. Client acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require Dalmore to maintain copies of such disclosure to the extent reasonably practicable practically all data, including communications and cooperate with the other party (at such other party’s expense) in materials, regardless of any efforts to prevent such disclosure termination of this Agreement.

Appears in 10 contracts

Samples: Broker Dealer Agreement (Abundant Robots, Inc.), Broker Dealer Agreement (To the Stars Inc.), Broker Dealer Agreement (Balanced Pharma Inc)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information shall hold in strict confidence, and will not use or disclose to any third party, other than on a confidential basis to its and its affiliate’s directors, officers, employees, consultants, agents, regulators and representatives with a need to know such information and who, except for regulators, are subject to obligations of confidentiality at least as stringent as those set forth herein (but in no case less than those reasonably employed to protect a company’s confidential information) to effectuate the other parties' mutual intent hereunder, any confidential or proprietary data or information obtained from the disclosing party, or to which the receiving party has access, including without limitation with respect to the disclosing party’s business or financial condition, technical or sales information, customer lists or otherwise, except as provided for in Section 4 (collectively, the "Confidential Information"). Information generally known in the industry or otherwise publicly available at the time of disclosure, information that a party can demonstrate was lawfully in its possession prior to the date of disclosure, information which has been disclosed by third parties which have a right to do so, or information developed independently by the receiving party without reference to or use of the Confidential Information, shall not be deemed Confidential Information other than in connection with its for purposes of this Section 8. Each party’s obligations hereunder pursuant to this Section 8 shall survive the termination of this Agreement for any reason. Notwithstanding the foregoing Each party shall have adequate and appropriate physical measures, a party may disclose the other’s Confidential Information if policies and procedures to (i) required by law ensure the security and confidentiality of the Confidential Information, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure protect against any anticipated threats or hazards to make the security or integrity of such disclosure; Confidential Information, (iii) requested protect against unauthorized access to or use of such Confidential Information that could result in harm or inconvenience to the disclosing party or its customers and (iv) where possible, ensure the complete, secure and permanent disposal of such Confidential Information, except Participant Information shared in accordance with Section 4, as may be directed by Participant or required by applicable law. Each party shall notify the disclosing party promptly if there is any actual or reasonably suspected (a) unauthorized or unlawful access to or disclosure of any Confidential Information, or (b) unauthorized access to any facility, computer network or system containing any Confidential Information (collectively, “Security Incidents”). Where a Security Incident has occurred, the breached party shall promptly take all steps necessary to mitigate the damages caused by the other Security Incident. Sheltered Harbor may, in its sole discretion, provide a Participant’s Primary Contact information to its Alliance Partners, a vetted and limited set of firms offering solutions and services related to Sheltered Harbor implementation. Sheltered Harbor represents and warrants that all Participants, staff, contractors and consultants are bound by substantially similar obligations of confidentiality and restrictions regarding use of information as those set forth herein. The parties acknowledge that improper disclosure of Confidential Information may cause irreparable injury to the disclosing party ; provided , and that in remedies at law for any such breach could be inadequate. In the event of (i) a breach or (ii) threatened breach, the disclosing party shall give has the right to seek injunctive relief (in addition to any and all other party reasonable prior notice remedies available at law or equity) without the need to post a bond or other security or demonstrate the confidential nature of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure its Confidential Information.

Appears in 9 contracts

Samples: General Terms and Conditions, General Terms and Conditions, General Terms and Conditions

Confidentiality. During In the term course of performing this Agreement, the Distributor parties may disclose to each other Confidential Information. "Confidential Information" shall mean any and all non-public technical and non-technical information provided by either party to the Client may have access other, including but not limited to confidential information relating to such matters as either party’s business, (i) patent and patent applications; (ii) trade secrets ; and (iii) proprietary information including, systems but not limited to, procedures ideas, manuals sketches, products techniques, contracts drawings, personnel works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and clients. As used in this Agreement, “Confidential Information” means information belonging formulae related to the Distributor or current, future and proposed products and services of each of the Client which is of value to such party parties, and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, business practices and policies procurement requirements, know-how purchasing, trade secrets, market or sales information or plans manufacturing, customer lists, investors, employees, business plans and contractual relationships, business forecasts, sales, merchandising, marketing plans and information the disclosing party provides regarding third parties. All Confidential Information shall remain the sole property of the disclosing party, and all provisions of the receiving party shall have no interest in or rights with respect thereto except as expressly set forth in this Agreement. Confidential Information does not include Each party agrees: (i) information that was known not to the receiving Party before receipt thereof from or on behalf use any Confidential Information of the Disclosing Party other party for any purpose except in the performance of its obligations under this Agreement or as otherwise expressly permitted hereunder; (ii) information that is disclosed to the Receiving Party by disclose such Confidential Information only to employees (or third party subcontractors permitted under this Agreement) who have a third person need to know such Confidential Information for purposes of this Agreement and who has are under a right to make such disclosure without any obligation duty of confidentiality to the Party seeking to enforce its rights under this Section no less restrictive than that set forth herein; (iii) to protect such Confidential Information from unauthorized use, access or disclosure in the same manner that it protects its own similar Confidential Information, but in no event with less care than a reasonably prudent business would exercise and (iv) to promptly notify the other party of any actual or potential unauthorized access to or use of Confidential Information. The foregoing restrictions on disclosure shall not apply with respect to any information that is which: (a) was or becomes generally known in or publicly available through no act or failure to act on the trade without violation part of this Agreement the receiving party; (b) is known by the Receiving Party receiving party without restrictions on disclosure at the time of receiving such information as evidenced by its records; (c) is rightfully furnished to the receiving party without restrictions on disclosure by a third party without a breach of such third party's obligations of confidentiality; or ( iv d) information that is independently developed required by law to be disclosed by the Receiving Party or its employees or affiliates without reference receiving party, provided that the receiving party: (x) gives the disclosing party prompt written notice of such requirement prior to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; ( iii y) requested to by the other party provides assistance in obtaining an order protecting Confidential Information from disclosure; provided that in the event of and ( i z) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure discloses information only to the extent reasonably practicable required by law. Licensee further agrees not to disclose to any third party any performance information (including, without limitation, benchmarks) relating to the Software except as otherwise expressly contemplated herein. This Section 10 will survive any termination of the Agreement for a period of three (3) years with respect to non-technical information and cooperate in perpetuity with respect to technical information, including the other party (at such other party’s expense) in Software, the Documentation and any efforts to prevent such disclosure code.

Appears in 9 contracts

Samples: Software License and Services Agreement (Myecheck, Inc.), Software License and Services Agreement (Myecheck, Inc.), Software License and Services Agreement (Myecheck, Inc.)

Confidentiality. During the term of this Agreement, the Distributor A. Each party acknowledges and the Client may have access to confidential information relating to such matters as either party’s business understands that any and all technical, trade secrets secret, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party business information, including, without limitation, financial information, business practices or marketing strategies or plans or product development, which is disclosed to the other or is otherwise obtained by the other, its affiliates, agents or representatives during the term of this Agreement (the “Proprietary Information”) is confidential and policies proprietary, know-how, constitutes trade secrets, market or sales information or plans, customer lists, business plans secrets of the owner, and all provisions is of this Agreement great value and importance to the success of the owner’s business. Confidential Information does not include: Each party agrees that should it come into possession of Proprietary Information, it will use its best efforts to hold such information in confidence and shall refrain from using, disclosing or distributing any such information except (i) information that was known to as may be necessary in the receiving Party before receipt thereof from or on behalf ordinary course of performing the Disclosing Party Services and transactions contemplated by this Agreement; (ii) with the written consent of the other party; or (iii) as required by law, regulatory requirement or judicial process. Proprietary Information shall not include information that is disclosed a party to this Agreement can clearly establish was (a) known to the Receiving Party party prior to this Agreement; (b) rightfully acquired by a the party from third person who has a right to make such disclosure without any parties whom the party reasonably believes are not under an obligation of confidentiality to the Party seeking other party to enforce its rights under this Section Agreement; ( iii c) information that is placed in public domain without fault of the party or becomes generally known in the trade without violation of this Agreement by the Receiving Party its affiliates; or ( iv d) information that is independently developed by the Receiving Party or its employees or affiliates party without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential or reliance upon Proprietary Information , and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure .

Appears in 9 contracts

Samples: Sub Accounting Agreement (Jp Morgan Fleming Mutual Fund Group Inc), Sub Accounting Agreement (Jp Morgan Mutual Fund Investment Trust), Sub Accounting Agreement (Jpmorgan Trust Ii)

Confidentiality. During the term of this Agreement, the Distributor 1. Each party acknowledges and the Client may have access to confidential information relating to such matters as either party’s business understands that any and all technical, trade secrets secret, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party business information, including, without limitation, financial information, business practices or marketing strategies or plans or product development, which is disclosed to the other or is otherwise obtained by the other, its affiliates, agents or representatives during the term of this Agreement (the “Proprietary Information”) is confidential and policies proprietary, know-how, constitutes trade secrets, market or sales information or plans, customer lists, business plans secrets of the owner, and all provisions is of this Agreement great value and importance to the success of the owner’s business. Confidential Information does not include: Each party agrees that should it come into possession of Proprietary Information, it will use its best efforts to hold such information in confidence and shall refrain from using, disclosing or distributing any such information except (i) information that was known to as may be necessary in the receiving Party before receipt thereof from or on behalf ordinary course of performing the Disclosing Party services and transactions contemplated by this Agreement; (ii) with the written consent of the other party; or (iii) as required by law or judicial process. Proprietary Information shall not include information that is disclosed a party to this Agreement can clearly establish was (a) known to the Receiving Party party prior to this Agreement; (b) rightfully acquired by a the party from third person who has a right to make such disclosure without any parties whom the party reasonably believes are not under an obligation of confidentiality to the Party seeking other party to enforce its rights under this Section Agreement; ( iii c) information that is placed in public domain without fault of the party or becomes generally known in the trade without violation of this Agreement by the Receiving Party its affiliates; or ( iv d) information that is independently developed by the Receiving Party or its employees or affiliates party without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential to, or reliance upon, Proprietary Information , and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure .

Appears in 9 contracts

Samples: Jpmorgan Distribution Services (JPMorgan Trust I), Jpmorgan Distribution Services (JPMorgan Trust I), Jpmorgan Distribution Services (JPMorgan Trust III)

Confidentiality. During the term course of the business relationship, each party may be given access to proprietary or confidential information of the other, including, but not limited to, pricing policies, the identity and social security numbers of employees, and business policies and systems ("Confidential Information"). Each party shall hold Confidential Information of the other party in confidence, treating such Confidential Information with no less care than it treats its own, and shall not disclose such Confidential Information to any third party or use such Confidential Information for any purpose other than as contemplated by this Agreement. Upon termination of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to sooner if requested by either party, including each party shall return all Confidential Information of the other party in its possession, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales retaining copies of such Confidential Information. This section shall not apply to information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information public domain, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure required to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure be disclosed by law or legal process.

Appears in 8 contracts

Samples: Agreement, Agreement, Agreement

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party ’s 's information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 8 contracts

Samples: Distribution Agreement (Outlook Funds Trust), Distribution Agreement (Altx Trust), Distribution Agreement (Context Capital Funds)

Confidentiality. During Each Party agrees not to disclose the term contents of this Agreement or the other Party’s Confidential Information without the other Party’s advance written consent. “Confidential Information” of a Party means all non-public or sensitive or proprietary information about or of that Party but does not include information (a) that has become publicly known through no breach by either Party of its confidentiality obligations hereunder, (b) that is independently and lawfully developed or obtained by a Party without access to the other Party’s Confidential Information, (c) is or becomes available to a Party on a non-confidential basis from a third Person, on condition that that third Person is not and was not prohibited from disclosing that information, or (d) that was known by or in the possession of a Party before the disclosure of that information to that Party pursuant to this Agreement, on condition that, in the case of each of (a) through (d), the Party seeking to disclose such information has the burden of demonstrating that it is not Confidential Information; provided, however, each Party may disclose such Confidential Information to its Affiliates, in each case on a need-to-know basis for the purpose of facilitating the performance of this Agreement, on condition that the Distributor Party making such disclosure cause its Affiliates that have received any Confidential Information of the other Party to comply with this provision and that the Client may have access to confidential information relating to disclosing Party be responsible for any act by such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in Affiliates that would constitute a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions breach of this Agreement provision had the act been undertaken by the disclosing Party. A Party may disclose Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed other Party if required pursuant to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by applicable law, regulation or legal process a valid order issued by a court or if requested by any Agency; governmental agency of competent jurisdiction, on condition that the Party first make commercially reasonable efforts to provide the other Party (i) prompt written notice of such requirement so that the other Party may seek, at its sole cost and expense, a protective order or other remedy, and (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by reasonable assistance, at the other party; provided that Party’s sole cost and expense, in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of opposing such disclosure to the extent reasonably practicable and cooperate with the or seeking a protective order or other party (at such other party’s expense) in any efforts to prevent such limitations on disclosure.

Appears in 8 contracts

Samples: Satte Facility Lease Agreement (Via Optronics AG), System Use Agreement (Via Optronics AG), Shiga Facility Lease Agreement (Via Optronics AG)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency agency with jurisdiction over the Distributor or Client; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 7 contracts

Samples: Distribution Agreement (Ranger Funds Investment Trust), Distribution Agreement (Advisers Investment Trust), Distribution Agreement (Advisers Investment Trust)

Confidentiality. During the term of this Agreement, the Distributor A. Each party acknowledges and the Client may have access to confidential information relating to such matters as either party’s business understands that any and all technical, trade secrets secret, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party business information, including, without limitation, financial information, business practices or marketing strategies or plans or product development, which is disclosed to the other or is otherwise obtained by the other, its affiliates, agents or representatives during the term of this Agreement (the "Proprietary Information") is confidential and policies proprietary, know-how, constitutes trade secrets, market or sales information or plans, customer lists, business plans secrets of the owner, and all provisions is of this Agreement great value and importance to the success of the owner's business. Confidential Information does not include: Each party agrees that should it come into possession of Proprietary Information, it will use its best efforts to hold such information in confidence and shall refrain from using, disclosing or distributing any such information except (i) information that was known to as may be necessary in the receiving Party before receipt thereof from or on behalf ordinary course of performing the Disclosing Party services and transactions contemplated by this Agreement; (ii) with the written consent of the other party; or (iii) as required by law or judicial process. Proprietary Information shall not include information that is disclosed a party to this Agreement can clearly establish was (a) known to the Receiving Party party prior to this Agreement; (b) rightfully acquired by a the party from third person who has a right to make such disclosure without any parties whom the party reasonably believes are not under an obligation of confidentiality to the Party seeking other party to enforce its rights under this Section Agreement; ( iii c) information that is placed in public domain without fault of the party or becomes generally known in the trade without violation of this Agreement by the Receiving Party its affiliates; or ( iv d) information that is independently developed by the Receiving Party or its employees or affiliates party without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential or reliance upon Proprietary Information , and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure .

Appears in 7 contracts

Samples: Sub Transfer Agency Agreement (Jpmorgan Trust Ii), Sub Transfer Agency Agreement (Jpmorgan Value Opportunities Fund Inc), Sub Transfer Agency Agreement (Jp Morgan Mutual Fund Group/Ma)

Confidentiality. During (a) Each party hereto (for the sake of clarity, the Company and each Member) acknowledges that during the term of this Agreement, the Distributor Agreement and in connection with this Agreement and the Client transactions contemplated hereby, it may have access to confidential information relating to such matters as either party’s business, and become acquainted with trade secrets, systems proprietary information and confidential information belonging to one or more of the other parties hereto and their respective Affiliates that are not generally known to the public which the party disclosing such information (each such party, procedures the “Disclosing Party”) treats as confidential, manuals in any format whatsoever (including oral, products written, contracts, personnel, and clients. As used in this Agreement electronic or any other form or medium) (collectively, “Confidential Information ” means information belonging ”). In addition, each party to this Agreement receiving Confidential Information hereunder (each such party to this Agreement, the Distributor “Receiving Party”) acknowledges that: (i) each Disclosing Party has invested, and continues to invest, substantial time, expense and specialized knowledge in developing its Confidential Information; (ii) the Confidential Information provides or may provide the applicable Disclosing Party with a competitive advantage over others in the marketplace; and (iii) the Disclosing Party may be irreparably harmed if the Confidential Information were disclosed. Without limiting the applicability of any other agreement to which any Receiving Party is subject, no Receiving Party shall, directly or indirectly through Affiliates or Representatives that receive Confidential Information hereunder, disclose or use (other than as permitted by any other agreement or document between the Receiving Party or the Client which Disclosing Party or, in case of a Receiving Party that is a Member solely for the purposes of value to such party Member monitoring and analyzing its investment in the disclosure Company or performing or having its Affiliates or Representatives (including Representatives of which could result in Affiliates) perform its or their respective duties as a competitive Director, Alternate Director, Officer, employee, consultant or other disadvantage to either party service provider of the Company, as applicable) at any time, including, without limitation, financial information use for personal, business practices and policies commercial or proprietary advantage or profit, know-how either during the applicable Person’s association or employment (as applicable) with the Disclosing Party or thereafter, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. any Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the which such Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the aware. Each Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s in possession of Confidential Information with at least the same degree of care shall take all commercially reasonable steps to safeguard such information and to protect it uses with respect to its own Confidential Information against disclosure, misuse, espionage, loss and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure theft.

Appears in 7 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement

Confidentiality. During the term of this Agreement, the Distributor and the Client Fund may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Fund which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 7 contracts

Samples: Distribution Agreement (Variant Alternative Income Fund), Distribution Agreement (FNEX Ventures), Distribution Agreement (Destra Multi-Alternative Fund)

Confidentiality. During the term of Licensee acknowledges that in connection with this Agreement, the Distributor and the Client may have License Agreement it will gain access to non-public, confidential, or proprietary information of Licensor, or its Affiliates, whether in oral, written, electronic, or other form or media, whether or not such information is marked, designated, or otherwise identified as “confidential” any information that, due to the nature of its subject matter or circumstances surrounding its disclosure, would reasonably be understood to be confidential information relating to such matters as either party’s business or proprietary, including, specifically the licensed knowhow and trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, secrets of Licensor (the “Confidential Information ” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement ”). Confidential Information does not include include information that Licensee can demonstrate by documentation: (i) information that was already known to Licensee without restriction on use or disclosure prior to the receiving Party before receipt thereof of such information directly or indirectly from or on behalf of the Disclosing Party Licensor; (ii) information that was or is disclosed independently developed by Licensee without reference to or use of any Confidential Information; (iii) was or becomes generally known by the Receiving Party public other than by breach of this License Agreement by, or other wrongful act of, Licensee, or its Affiliates; or (iv) was received by Licensee from a third person party who has a right to make such disclosure without was not, at the time, under any obligation to Licensor or any other Person to maintain the confidentiality of confidentiality such information. As a condition to being provided with Confidential Information, the Party seeking Licensee shall: (i) not use the Confidential Information other than as strictly necessary to enforce exercise its rights and perform its obligations under this Agreement; and (ii) maintain the Confidential Information in strict confidence and, not disclose the Confidential Information without Licensor’s prior written consent. The term of foregoing prohibitions and requirements regarding the use and disclosure of the Confidential Information shall be: (i) in the case of Confidential Information that constitutes a trade secret, for as long as it remains a trade secret; and (ii) in the case of any other Confidential Information, for term of this License Agreement and for five (5) years thereafter. Licensee shall use reasonable care, at least as protective as the efforts it uses for its own confidential information, to safeguard the Confidential Information from use or disclosure other than as permitted hereby. Notwithstanding the foregoing, if the Licensee becomes legally compelled to disclose any Confidential Information, the Licensee shall: (i) provide prompt written notice to Licensor so that Licensor may seek a protective order or other appropriate remedy or waive its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) disclose only the portion of Confidential Information that it is advised by counsel that it may incur liability for failure legally required to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure furnish.

Appears in 6 contracts

Samples: Patent License Agreement (Covia Holdings Corp), Patent License Agreement (Covia Holdings Corp), Patent License Agreement (Covia Holdings Corp)

Confidentiality. During the term of this Agreement, the Distributor Foreside and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor Foreside or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the disclosing party (“Disclosing Party ”); (ii) information that is disclosed to the receiving party (“Receiving Party Party”) by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency applicable governmental agency or self-regulatory organization; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party Party; provided that in the event of (i) or (ii) the disclosing party Disclosing Party shall give the other party Party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party Party (at such other party Party’s expense) in any efforts to prevent such disclosure.

Appears in 6 contracts

Samples: Marketing Services Agreement (GraniteShares Platinum Trust), Marketing Services Agreement (GraniteShares Platinum Trust), Marketing Services Agreement (GraniteShares Gold Trust)

Confidentiality. During If during the term of this Agreement Sublease, one party and/or one of its affiliates (collectively, the Distributor “Recipient”) acquires from the other party and/or one of its affiliates (collectively, the “Disclosing Party”) information that includes, in whole or in part, Confidential Information (as defined below), the parties recognize and acknowledge that (a) all such Confidential Information is the Client may have access to confidential information relating to such matters as either party’s business property of the Disclosing Party (and in some cases the property of former, trade secrets current or prospective clients, systems customers, procedures or accounts or investors of the Disclosing Party); (b) the use, manuals misappropriation, products or disclosure of the Confidential Information would constitute a breach of trust, contracts, personnel privacy obligations, and clients privilege, and could cause irreparable injury to the Disclosing Party; and (c) it is essential to the protection of the Disclosing Party’s goodwill and to the maintenance of the Disclosing Party’s competitive position and privilege that the Confidential Information be kept confidential and that the Recipient not disclose and take reasonable steps to protect the confidentiality of the Confidential Information and not use the Confidential Information to the Recipient’s own advantage or the advantage of persons or entities (other than the Disclosing Party). As used in this Agreement, The parties understand that “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation any proprietary information, financial data, technical data, client information, business practices and policies employment data, know-how, trade secrets or any other business information disclosed by one party, market or sales information otherwise known to the other party, whether directly or plans indirectly, customer lists, business plans, and all provisions of this Agreement in writing or orally. The parties understand that Confidential Information does not include: (i) include any information that was (y) has become publicly known or been made generally available to the receiving Party before receipt thereof from or on behalf public through no wrongful act of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party other party; or ( iv z) information that is independently developed by the Receiving Party or its employees or affiliates without reference to has been disclosed with the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure written consent.

Appears in 6 contracts

Samples: Lease Agreement (Elevate Credit, Inc.), Office Lease (Elevate Credit, Inc.), Lease Agreement (Elevate Credit, Inc.)

Confidentiality. During For purposes of this Agreement, “Proprietary Information” shall be defined as any confidential or proprietary information of you or us (each a “Party” and collectively the “Parties”) or their respective affiliates provided to the other party during the term of this Agreement, the Distributor and the Client may have access including, but not limited to confidential customer lists, information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel customer accounts, and clients. As used other proprietary and confidential information related to a Party’s business or customers, or owned by a Party’s customers; provided, however, that nothing in this Agreement, “Confidential Information” means information belonging paragraph or otherwise shall be deemed to the Distributor prohibit or the Client which is of value to such party and the disclosure of which could result restrict either Party or their affiliates in a competitive any way from soliciting any product or other disadvantage to either party, including service directed at, without limitation, financial information the general public, business practices and policies, know-how, trade secrets, market any segment thereof or sales information or plans, customer lists, business plans, and all provisions of this Agreement any specific individual provided such solicitation is not based upon any such Proprietary Information. Confidential Information does The term “Proprietary Information” shall not include: include (i) information that was known lawfully in the possession of a Party or its affiliates prior to its receipt from the receiving other Party before receipt thereof from or on behalf and without obligation of the Disclosing Party confidentiality; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure which, without any obligation fault of confidentiality to the Party seeking to enforce its rights under this Section other Party, is or becomes available in the public domain; (iii) information that is or becomes generally subsequently disclosed on a non-confidential basis by a third party not known in the trade without violation of this Agreement by the Receiving Party disclosing Party as having a confidential relationship with the Parties and which rightfully acquired such information; or (iv) information that is independently developed by a Party; (v) information communicated with the Receiving express written consent of the other Party, or (vi) information legally requested or required to be disclosed pursuant to a competent judicial order or other legal, administrative or regulatory process. Neither Party or its employees or affiliates without reference to gains any ownership of the Disclosing other Party’s information Proprietary Information hereunder and each Party agrees that any Proprietary Information provided to it by the other Party shall at all times remain the sole property of the other Party. Each Party acknowledges that the Proprietary Information of the other Party is valuable and must be kept confidential. Each party will protect shall hold the other’s Proprietary Information of the other Party confidential and shall limit access to such Proprietary Information to its employees and agents whose use of such Proprietary Information is necessary for the conduct of its business. Each Party shall take commercially reasonable steps to prevent unauthorized disclosure or use of the Proprietary Information of the other Party. Each Party acknowledges that either Party delivering confidential customer information may be subject to certain laws and regulations regarding the privacy and protection of consumer information, and that any receipt or use of confidential customer information by either Party may also be subject to compliance with such state and federal laws and regulations, including, if applicable the laws and regulations of the Commonwealth of Massachusetts. The provisions found in this Article XIII. on Confidential Information with at least will survive any expiration or termination of the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure Agreement.

Appears in 6 contracts

Samples: Participation Agreement (Separate Account Va Y), Participation Agreement (Separate Account Va W), Participation Agreement (Separate Account Va B)

Confidentiality. During For the term purposes of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor shall mean any and all proprietary or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales confidential information or plans, customer lists, business plans materials disclosed in connection with the performance of this Agreement and conspicuously marked as “Confidential” or “Proprietary” by the party disclosing such information (“Discloser”), and with respect to GP, shall also include any and all provisions of this Agreement. GP Materials, whether or not so marked; provided, however, that the term “Confidential Information does Information” shall not include: (i) include any information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; ( ii 1) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in publicly available through no fault of the trade without violation of this Agreement by the Receiving Party; or party receiving such information ( iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency “Recipient”); ( ii 2) it is advised by counsel lawfully obtained from a third party that it may incur liability for failure has the right to make such disclosure; ( iii 3) requested is known to by Recipient prior to receipt from the other party Discloser or any officer, agent, contractor or representative thereof; provided that in the event of (i) or ( ii 4) Recipient independently develops without use of or reference to any of the disclosing party shall give the other party reasonable prior notice of such disclosure Discloser’s Confidential Information. With respect to the extent reasonably practicable and cooperate with Discloser’s Confidential Information, the other party (at such other party’s expense) in any efforts to prevent such disclosure. Recipient shall:

Appears in 6 contracts

Samples: Globalplatform Qualification and Listing Agreement, Qualification and Listing Agreement, Tested Product Listing Agreement

Confidentiality. During For purposes of this Agreement, "Proprietary Information" shall be defined as any confidential or proprietary information of you or us (each a “Party” and collectively the “Parties”) or their respective affiliates provided to the other party during the term of this Agreement, the Distributor and the Client may have access including, but not limited to confidential customer lists, information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel customer accounts, and clients. As used other proprietary and confidential information related to a Party's business or customers, or owned by a Party's customers; provided, however, that nothing in this Agreement, “Confidential Information” means information belonging paragraph or otherwise shall be deemed to the Distributor prohibit or the Client which is of value to such party and the disclosure of which could result restrict either Party or their affiliates in a competitive any way from soliciting any product or other disadvantage to either party, including service directed at, without limitation, financial information the general public, business practices and policies, know-how, trade secrets, market any segment thereof or sales information or plans, customer lists, business plans, and all provisions of this Agreement any specific individual provided such solicitation is not based upon any such Proprietary Information. Confidential Information does The term "Proprietary Information” shall not include: include (i) information that was known lawfully in the possession of a Party or its affiliates prior to its receipt from the receiving other Party before receipt thereof from or on behalf and without obligation of the Disclosing Party confidentiality; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure which, without any obligation fault of confidentiality to the Party seeking to enforce its rights under this Section other Party, is or becomes available in the public domain; (iii) information that is or becomes generally subsequently disclosed on a non~confidential basis by a third party not known in the trade without violation of this Agreement by the Receiving Party disclosing Party as having a confidential relationship with the Parties and which rightfully acquired such information; or (iv) information that is independently developed by a Party; (v) information communicated with the Receiving express written consent of the other Party, or (vi) information legally requested or required to be disclosed pursuant to a competent judicial order or other legal, administrative or regulatory process. Neither Party or its employees or affiliates without reference to gains any ownership of the Disclosing other Party’s information Proprietary Information hereunder and each Party agrees that any Proprietary Information provided to it by the other Party shall at all times remain the sole property of the other Party. Each Party acknowledges that the Proprietary Information of the other Party is valuable and must be kept confidential. Each party will protect shall hold the other’s Proprietary Information of the other Party confidential and shall limit access to such Proprietary Information to its employees and agents whose use of such Proprietary Information is necessary for the conduct of its business. Each Party shall take commercially reasonable steps to prevent unauthorized disclosure or use of the Proprietary Information of the other Party. Each Party acknowledges that either Party delivering confidential customer information may be subject to certain laws and regulations regarding the privacy and protection of consumer information, and that any receipt or use of confidential customer information by either Party may also be subject to compliance with such state and federal laws and regulations, including, if applicable the laws and regulations of the Commonwealth of Massachusetts. The provisions found in this Article XIII. on Confidential Information with at least will survive any expiration or termination of the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure Agreement.

Appears in 6 contracts

Samples: Participation Agreement (Transamerica Corporate Separate Account Sixteen), Participation Agreement (Separate Account VA PP), Participation Agreement (Tflic Series Life Account)

Confidentiality. During the term (a) The provisions of this Agreement, the Distributor and the Client may have access Agreement are deemed to be confidential information relating to such matters as either and neither party will, without the other party’s business prior written consent, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used divulge any of the provisions set forth in this Agreement Agreement or any confidential or proprietary information about Customer or Supplier, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, including without limitation, financial information information about its purchases, business practices operations, customers and policies strategies, know-how to any third parties; provided, trade secrets however, market or sales a party receiving confidential information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: ( i “receiving party”) may disclose it to a third party having a need to know such information that was known in order to perform the receiving Party before receipt thereof from or on behalf of party’s obligations under the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation terms of this Agreement or as may otherwise be required by Law, but the Receiving Party; receiving party is responsible to ensure that such third parties are bound by a like covenants of confidentiality (b) From time to time, Supplier may make available to Customer Confidential Information. The Customer shall not disclose such information to any person or (iv) information that is independently developed by entity, or use such Confidential Information without the Receiving Party or its employees or affiliates without reference prior written consent of Supplier. Customer shall take all measures to the Disclosing Party’s information. Each party will protect the other Supplier’s Confidential Information which shall be treated by Customer with at least the same degree care as it would exercise in the handling of care it uses with respect to its own Confidential Information confidential or proprietary information, and will shall not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation be disclosed to any person or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure entity.

Appears in 5 contracts

Samples: Itamar Medical Agreement (Itamar Medical Ltd.), Itamar Medical Agreement (Itamar Medical Ltd.), Itamar Medical Agreement (Itamar Medical Ltd.)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, and business plans , and all provisions of this Agreement . Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 5 contracts

Samples: Distribution Agreement (Fairholme Funds Inc), Distribution Agreement (Fairholme Funds Inc), Distribution Agreement (Fairholme Funds Inc)

Confidentiality. During the term of this Agreement, the Distributor and the Client Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including (without limitation) confidential trade secrets and other information relating related to such matters as either party’s business, trade secrets, systems, procedures, manuals, the products, contracts software, personnel technology, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies data, know-how, trade secrets or business of the other Party, market whether written or sales information or plans, customer lists, business plans oral, and all provisions any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure to a third party. Neither Party shall use or disclose the Confidential Information of the other Party except as expressly permitted under this Agreement Agreement or by applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party. Confidential Information does not include: (i) include information that was is (a) previously known to the receiving Party, free from any obligation to keep it confidential, (b) publicly disclosed by the disclosing Party before receipt thereof from either prior to or on behalf of the Disclosing Party; (ii) information that is disclosed subsequent to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement receipt by the Receiving Party; or receiving Party of such information, ( iv c) information that is independently developed by the Receiving receiving Party or its employees or affiliates without reference any access to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s or (d) rightfully obtained from a third party lawfully in possession of Confidential Information other than in connection with its who is not bound by confidentiality obligations hereunder to the disclosing Party. Notwithstanding the foregoing, a party The receiving Party may disclose the other’s Confidential Information if (i) the receiving Party is required by to do so under applicable law, regulation rule or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party order; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure receiving Party, where reasonably practicable and to the extent reasonably practicable and cooperate legally permissible, provides the disclosing Party with prior written notice of the other party (at such other party’s expense) in any efforts to prevent such required disclosure.

Appears in 5 contracts

Samples: End User License Agreement, Software Subscription Agreement, Software Subscription Agreement

Confidentiality. During Unless the term relevant party has the prior written consent of the other or unless required to do so by law (in which case the party shall provide notice to the other as soon as reasonably practicable), each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with this Agreement. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person (other than where required to subcontractors), or use the same for its own benefit, or use the Confidential Information for any purpose other than for BGL to provide the Software to you as contemplated by this Agreement. Each party’s obligations under this clause will survive termination of the Agreement. The provisions of this Agreement, clause shall not apply to any information which: ● is or becomes public knowledge other than by a breach of this clause; ● is received from a third party who lawfully acquired it and who is under no obligation; ● is in the Distributor and possession of the Client may have receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or ● is independently developed without access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “ the Confidential Information ” means information belonging . The recipient must maintain effective security measures to the Distributor protect Confidential Information from unauthorised access, use, copying or the Client which is of value to such party and disclosure. The recipient must immediately notify the disclosure of which could result any suspected or actual unauthorised use, copying or disclosure of Confidential Information and cooperate with the discloser’s reasonable requests to address the issue. If the disclosure requests the recipient destroy any documents and materials containing Confidential Information, the recipient must erase all electronic or computer data or programs containing the Confidential Information and must confirm in a competitive writing that the Confidential Information has been destroyed. The recipient’s obligations with respect to the Confidential Information continue after expiration or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions termination of this Agreement. Confidential Information Copyright You acknowledge that any and all trademarks, trade names, copyrights, patents and other Intellectual Property rights used or embodied in or in connection with the Software shall remain the sole property of BGL. Data Backup You are responsible for your Content. BGL adheres to its best practice policies and procedures to prevent data loss, but does not include: (i) information make any guarantees that was known to there will be no loss of Content. BGL also has processes and procedures in place for data recovery. BGL expressly excludes liability for any loss of Content except where caused by the receiving Party before receipt thereof from willful misconduct or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is fraudulent act or becomes generally known in the trade without violation omission, negligence, or breach of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure BGL.

Appears in 5 contracts

Samples: Guesttrack Software Subscription Agreement, Guesttrack Software Subscription Agreement, Guesttrack Software Subscription Agreement

Confidentiality. During the term of this Agreement, the Distributor and the Client Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 4 contracts

Samples: Distribution Agreement (Six Circles Trust), Distribution Agreement (Turner Funds), Distribution Agreement (HSBC Funds)

Confidentiality. During the term of this Agreement, each Fund and the Distributor and the Client (for purposes of this Section 13, a "Receiving Party") may have access to or be provided by the other party (for purposes of this Section 13, a "Disclosing Party") confidential information information, whether tangible or intangible, which is of value to the Disclosing Party and the disclosure of which could result in a competitive or other disadvantage to the Disclosing Party or the Receiving Party, and relating to such matters as either party’s business as, without limitation, the Disclosing Party's financial information, business practices and policies, business plans, know-how, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients . As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets , market or sales information or plans, customer lists, business plans, lists and all provisions of this Agreement Agreement ("Confidential Information"). Confidential Information does not include: (i) information that was known to the receiving Receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party ’s 's information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if if: (i) required by applicable law, regulation or legal process or if requested by any Agency government or similar agency in connection therewith; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 4 contracts

Samples: Distribution Agreement (Gottex Multi-Alternatives Fund - I), Distribution Agreement (Gottex Multi-Asset Endowment Fund - II), Distribution Agreement (Gottex Multi-Alternatives Fund - II)

Confidentiality. During Each Party (the term of this Agreement “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, the Distributor and the Client may have access to confidential technical or financial information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Flock is non-public information including but not limited to features, functionality, designs, user interfaces, trade secrets, intellectual property, business plans, marketing plans, works of authorship, hardware, customer lists and requirements, and performance of the Flock Services. Proprietary Information of Agency includes non-public Agency Data, Non-Agency End User Data, and data provided by Agency or a Non-Agency End User to Flock or collected by Flock via the Unit, including the Footage, to enable the provision of the Services. The Receiving Party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Proprietary Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Proprietary Information and the parties’ respective rights therein, at all times exercising at least a reasonable level of care. Each party will protect agrees to restrict access to the other’s Confidential Proprietary Information with at least of the other party to those employees or agents who require access in order to perform hereunder. The Receiving Party agrees: (i) to take the same degree security precautions to protect against disclosure or unauthorized use of care it uses such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Flock’s use of the Proprietary Information may include processing the Proprietary Information to send Agency Notifications or alerts, such as when a car exits Agency’s neighborhood, or to analyze the data collected to identify motion or other events. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its own Confidential Information possession or known by Receiving Party prior to receipt from the Disclosing Party, and or (c) was rightfully disclosed to Receiving Party without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will not use prevent the Receiving Party from disclosing the Proprietary Information pursuant to any subpoena, summons, judicial order or other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing judicial or governmental process, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) Receiving Party gives the disclosing party shall give the other party Disclosing Party reasonable prior notice of such disclosure to obtain a protective order or otherwise oppose the extent disclosure. For clarity, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably practicable and cooperate necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the other party (at rights, property or safety of Flock, its users, a third party, or the public as required or permitted by law, including respond to an emergency situation. Having received notice prior to data being deleted, Flock may store Footage in order to comply with a valid court order but such other party’s expense) in any efforts to prevent such disclosure retained Footage will not be retrievable without a valid court order.

Appears in 4 contracts

Samples: Government Agency Customer Agreement, Government Agency Customer Agreement, Government Agency Customer Agreement

Confidentiality. During 12.1 Each Party acknowledges that the term Confidential Information constitutes valuable trade secrets and each party agrees that it shall use the Confidential Information of this Agreement, the Distributor and other party solely in accordance with the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party's prior written consent. Each party agrees to exercise due care in protecting the Confidential Information does not include: from unauthorized use and disclosure. However, neither party bears any responsibility for safeguarding any information that it can document in writing (i) information that was known to is in the receiving Party before receipt thereof from or on behalf public domain through no fault of the Disclosing Party; its own, (ii) information that is disclosed was properly known to the Receiving Party it, without restriction, prior to disclosure by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; Disclosing Party, (iii) information that is or becomes generally known in was properly disclosed to it, without restriction, by another person with the trade without violation of this Agreement by the Receiving Party; or legal authority to do so, (iv) information that is independently developed by the Receiving Party without use or its employees or affiliates without reference to the Disclosing Party ’s information. Each party will protect the other’s Confidential 's Proprietary Information with at least the same degree of care it uses with respect or (v) is required to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, be disclosed pursuant to a party may disclose the other’s Confidential Information if (i) required by law, regulation judicial or legal process legislative order or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party proceeding; provided that in that, to the event of (i) or (ii) extent permitted by and practical under the disclosing party shall give the other party reasonable circumstances, Receiving Party provides to Disclosing Party prior notice of such the intended disclosure and an opportunity to respond or object to the extent reasonably practicable and cooperate with disclosure or if prior notice is not permitted or practical under the other party (at such other party’s expense) in any efforts to prevent circumstances, prompt notice of such disclosure.

Appears in 4 contracts

Samples: Interliant Inc, Portal Software Inc, Interliant Inc

Confidentiality. During Each party agrees to keep confidential and will not disclose (a) the term existence or terms of this Agreement or (b) all proprietary information relating to the business, operations, or activities of the other party furnished or disclosed to it or otherwise learned by it in connection with this Agreement (collectively, the “Confidential Information”). Unless otherwise expressly authorized by the other party, each party will (i) use the Confidential Information only in the performance of its obligations under this Agreement, (ii) not reproduce any of the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel Confidential Information, and clients (iii) ensure that the Confidential Information is not disclosed to any other person or entity except as necessary in furtherance of this Agreement or as required by law. As used in this Agreement Notwithstanding the foregoing, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include include any information which: ( i a) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in available to the trade without violation general public other than as a result of this Agreement an unauthorized disclosure by the Receiving Party receiving party; or ( iv b) information that is independently developed already known by the Receiving Party or receiving party prior to its employees or affiliates without reference disclosure by the disclosing party; (c) is obtained from a third party who is not bound by any duty of confidentiality owed to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other disclosing party ’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure .

Appears in 4 contracts

Samples: Education Active Learning Center Grant Agreement, Education Active Learning Center Grant Agreement, Education Active Learning Center Grant Agreement

Confidentiality. During Unless the term relevant party has the prior written consent of the other or unless required to do so by law (in which case the party shall provide notice to the other as soon as reasonably practicable), each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with this Agreement . Neither party will, without the Distributor and prior written consent of the Client may have access other, disclose or make any Confidential Information available to confidential information relating any person (other than where required to such matters subcontractors), or use the same for its own benefit, or use the Confidential Information for any purpose other than for BGL to provide the Software to you as either contemplated by this Agreement. Each party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in obligations under this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions clause will survive termination of this Agreement. Confidential Information does The provisions of this clause shall not include apply to any information which: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known public knowledge other than by a breach of this clause; ● is received from a third party who lawfully acquired it and who is under no obligation; ● is in the trade possession of the receiving party without violation restriction in relation to disclosure before the date of this Agreement by receipt from the Receiving Party disclosing party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference access to the Disclosing Party’s information Confidential Information. Each party will The recipient must maintain effective security measures to protect the other’s Confidential Information with at least from unauthorised access, use, copying or disclosure. The recipient must immediately notify the same degree disclosure of care it uses with respect to its own Confidential Information any suspected or actual unauthorised use, and will not use the other party’s copying or disclosure of Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the discloser’s reasonable requests to address the issue. If the discloser requests the recipient destroy any documents and materials containing Confidential Information, the recipient must, if possible and using reasonable business endeavours, erase all electronic or computer data or programs containing the Confidential Information and must confirm in writing the Confidential Information has been destroyed except for board or committee minutes or papers or electronic backup systems that are not easily accessed.. The recipient’s obligations with respect to the Confidential Information continue after expiration or termination of this Agreement. Copyright You acknowledge that any and all trademarks, trade names, copyrights, patents and other party Intellectual Property rights used or embodied in or in connection with the Software shall remain the sole property of BGL or the Owner(s) of the Intellectual Property in question. Data Backup You are responsible for your Content. BGL adheres to its best practice policies and procedures to prevent data loss, including regular system data back-ups (at such other party’s expense) least once every 2 hours), but does not make any guarantees that there will be no loss of Content. BGL also has processes and procedures in place for data recovery. BGL expressly excludes liability for any efforts to prevent such disclosure loss of Content except where caused by the willful misconduct or fraudulent act or omission, negligence, or breach of this Agreement of BGL.

Appears in 4 contracts

Samples: BGL Cloud Software Subscription Agreement, BGL Cloud Software Subscription Agreement, BGL Cloud Software Subscription Agreement

Confidentiality. During the term of this Agreement, the Distributor and the Client Fund may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means non-public or proprietary information belonging to the Distributor or the Client Fund which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency regulatory or self-regulatory agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 4 contracts

Samples: Distribution Agreement (361 Social Infrastructure Fund), Agreement (Finite Solar Finance Fund), Distribution Agreement (Primark Private Equity Fund)

Confidentiality. During the term of this Agreement, the Distributor and the Client Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party party before receipt thereof from or on behalf of the Disclosing Party disclosing party; (ii) information that is disclosed to the Receiving Party receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party receiving party; or (iv) information that is independently developed by the Receiving Party receiving party or its employees or affiliates without reference to the Disclosing Party disclosing party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency process; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 4 contracts

Samples: Distribution Agreement (Cross Shore Discovery Fund), Cross Shore Discovery Fund Distribution Agreement (Cross Shore Discovery Fund), Distribution Agreement (Cross Shore Discovery Fund)

Confidentiality. During the term of In connection with entering into and performing under this Agreement Agreement and each SOW, the Distributor and the Client each Party may receive or have access to commercially valuable technical and nontechnical confidential or proprietary information of the other Party (including confidential or proprietary information of a third party), including information in whatever form, relating to the business of such matters as either party’s business Party that is not generally known or available to others, including but not limited to, source code and documentation for software, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know- know how , trade secrets, market or sales information or plans , customer lists, pricing strategies, payment terms, the terms of this Agreement and each SOW, marketing and business plans, information concerning such Party’s vendors, and all provisions such Party’s contemplated plans, strategies and prospects (“Confidential Information”). Except as expressly and unambiguously provided herein or in any agreed upon SOW, the receiving Party will hold in confidence and not disclose any Confidential Information of the disclosing Party and will similarly bind its employees. Each Party acknowledges and agrees that any Confidential Information received or obtained from the other Party will be the sole and exclusive property of the other Party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement , any agreed upon SOW or as may be required by law. If disclosure is required by law, the Party required to disclose Confidential Information shall reasonably cooperate with the other Party (at the other Party’s request and expense) so that the other Party may preserve the confidentiality of the Confidential Information to the extent reasonably possible. Notwithstanding the foregoing, Confidential Information does not include: ( i a) information that is in the public domain prior to the disclosure or becomes part of the public domain through no wrongful act of the receiving Party; (b) information that was known in lawful possession of the receiving Party prior to the disclosure; (c) information that was independently developed by the receiving Party outside the scope of this Agreement, or (d) information that was disclosed to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person party who has a right to make such disclosure without any obligation was in lawful possession of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information . Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure .

Appears in 4 contracts

Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement

Confidentiality. During the term of this Agreement, each Fund and the Distributor and the Client (for purposes of this Section 13, a “Receiving Party”) may have access to or be provided by the other party (for purposes of this Section 13, a “Disclosing Party”) confidential information information, whether tangible or intangible, which is of value to the Disclosing Party and the disclosure of which could result in a competitive or other disadvantage to the Disclosing Party or the Receiving Party, and relating to such matters as either party as, without limitation, the Disclosing Party’s business financial information, business practices and policies, business plans, know-how, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients . As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets , market or sales information or plans, customer lists, business plans, lists and all provisions of this Agreement Agreement (“Confidential Information”). Confidential Information does not include: (i) information that was known to the receiving Receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if if: (i) required by applicable law, regulation or legal process or if requested by any Agency government or similar agency in connection therewith; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 4 contracts

Samples: Distribution Agreement (Arden Sage Multi-Strategy Fund, L.L.C.), Distribution Agreement (Arden Sage Multi-Strategy Institutional Fund, L.L.C.), Distribution Agreement (Arden Sage Multi-Strategy TEI Institutional Fund, L.L.C.)

Confidentiality. During the term of Unless required by law, neither Party will disclose Confidential Information (as defined below) to third parties nor use it for any purpose other to perform its duties or enforce its rights under this Agreement , the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients . As used in this Agreement, “Confidential Information” means information belonging to the Distributor any confidential or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party proprietary information, including, without limitation, the terms of this Agreement, business and financial information , business practices and policies, know-how, trade secrets, market or sales information or plans , customer lists, business plans, advertiser lists and all provisions advertising rates and any information that is of this Agreement a nature or disclosed under circumstances that a reasonable person would know to treat as confidential. Confidential Information does excludes information in the public domain, independently developed without the use of the other’s confidential information, or provided by a third party who is not include: bound by obligations of confidentiality. If either party is requested to disclose Confidential Information (by subpoena or regulatory body or other request), such party will (i) information that was known to notify the receiving Party other before receipt thereof from or on behalf of the Disclosing Party; making disclosures, (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party to limit or afford confidential protection to such disclosures, and ( at iii) only disclose such other party’s expense) in any efforts amounts of Confidential Information as it is required to prevent such disclosure disclose by law.

Appears in 4 contracts

Samples: Services Agreement (Remark Media, Inc.), Services Agreement (Remark Media, Inc.), Services Agreement (Remark Media, Inc.)

Confidentiality. During (a) Confidential Information” means all non-public information received by a Party, its Affiliates, and their respective Representatives (together, the “Receiving Party”) relating to the other Party, its Affiliates, and their respective Representatives (together, the “Disclosing Party”), in connection with this Agreement, including information concerning pricing, service history, customer information and lists (except to the extent that these may be shared under privacy laws and regulations), employee information, sourcing and third party contractor information, costs, product specifications and methods of operations, business plans, strategies, financial information, information technology information, and other proprietary information, regardless of the manner or medium in which it is furnished to or otherwise obtained by the Receiving Party; provided, that the term “Confidential Information” does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed or was available to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party by a third person who has a right the Disclosing Party, provided that such information did not become available to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party ; or (iv) information that is independently developed , from a Person who, to the Receiving Party’s knowledge and at the time of receipt by the Receiving Party of the relevant information, is bound by a confidentiality agreement with respect to such information with (or its employees other confidentiality obligation to) the Disclosing Party or affiliates without reference another Person or (iii) was or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party , provided that such source is or was (at the time of receipt of the relevant information) not, to the Receiving Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses knowledge, bound by a confidentiality agreement with respect to its own Confidential Information, and will not use the such information with (or other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii confidentiality obligation to) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure Disclosing Party or another Person.

Appears in 4 contracts

Samples: Services Agreement (Sears Hometown & Outlet Stores, Inc.), Services Agreement (Sears Hometown & Outlet Stores, Inc.), Services Agreement (Sears Hometown & Outlet Stores, Inc.)

Confidentiality. During No party hereto shall release, publish, reveal or disclose, directly or indirectly, any business or technical information of the term other party hereto or any of this Agreement its Subsidiaries considered by the other party as "confidential", the Distributor and the Client may have access to confidential information relating to such matters as either party’s business "secret" or "proprietary" (or words of similar meaning) including, trade secrets but not limited to, systems, procedures processes, manuals formulas, products recipes, contracts data, personnel functional specifications, and clients. As used in this Agreement computer programs, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies blue prints, know-how, trade secrets improvements, market or sales information or plans discoveries, developments, designs, inventions, techniques, new products, marketing and advertising methods, distribution methods and programs, supplier agreements, customer or distributor lists, pricing policies, financial information, projections, forecasts, strategies, budgets or other information related to its business plans or its distributors, suppliers or customers (collectively, "Confidential Material"), except to the party's directors, officers, employees, financial advisors, legal counsel, independent public accountants or other agents, advisors or representatives who shall require access thereto on a "need-to-know" basis for the purpose of the transactions contemplated by this Agreement and who shall agree in writing to be bound by the terms of this Section 10.19. The parties hereto agree to take all reasonable precautions to safeguard the confidentiality of the other party's Confidential Material and to exercise the same degree of care with respect to such other party's Confidential Material that the party in possession of such Confidential Material exercises with respect to its own confidential information. Neither party hereto shall make or permit to be made, except in furtherance of the transactions contemplated by this Agreement, any copies, abstracts or summaries of the other party's Confidential Material. In addition, all Confidential Material belonging to the other party hereto shall be used solely for the purpose of the investigation and evaluation contemplated by this Section 10.19, and all provisions shall not be used for any other purpose, including any use that would be to the detriment of the other party hereto or its Subsidiaries, nor shall such Confidential Material be used in competition with the other party hereto or its Subsidiaries. The restrictions on disclosure of information contained in this Agreement. Confidential Information does Section 10.19 do not include: (i) extend to any information that was (a) is already known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party party; ( ii b) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is was or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party receiving party; (c) is now or its employees or affiliates without reference hereafter becomes available to the Disclosing Party’s information public other than as a consequence of a breach of obligations under this Section 10.19 or (d) is disclosed to third parties hereto outside of the receiving party in accordance with terms approved by the disclosing party. Each Upon written request, the parties hereto shall return all writings, documents and materials containing Confidential Material with a letter confirming that all copies, abstracts and summaries of the Confidential Material have been returned or destroyed. In the event that either party will protect hereto becomes legally required to disclose the other’s other party's Confidential Information Material, it shall provide such other party with at least prompt written notice of such requirement prior to such disclosure. In the same degree event that a protective order or other remedy is not obtained, or such other party waives compliance with the provisions of care it uses this Section 10.19 with respect to its own the Confidential Information Material subject to such requirement, and will not use such party agrees to furnish only that portion of the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) Material that it is advised by counsel that it may incur liability for failure legally required to make such disclosure; (iii) requested furnish and, where appropriate, agrees to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any use its best efforts to prevent obtain assurances that such disclosure Confidential Material will be accorded confidential treatment.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Security National Financial Corp), Stock Purchase Agreement (Security National Financial Corp), Stock Purchase Agreement (Security National Financial Corp)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section Section 14; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 4 contracts

Samples: Distribution Agreement (Burnham Investors Trust), Distribution Agreement (RMB Investors Trust), Distribution Agreement (Eip Investment Trust)

Confidentiality. During the term of this Agreement, the Distributor Foreside and the Client Sponsor may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients Sponsors. As used in this Agreement, “Confidential Information” means information belonging to the Distributor Foreside or the Client Sponsor which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 4 contracts

Samples: Distribution Consulting and Marketing Services Agreement (Teucrium Commodity Trust), Distribution Consulting and Marketing Services Agreement (Teucrium Commodity Trust), Distribution Consulting and Marketing Services Agreement (Teucrium Commodity Trust)

Confidentiality. During Each party (“Recipient”) may, during the term course of this Agreement its provision and use of the Service or provision of Professional Services hereunder, the Distributor and the Client may receive, have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel to, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof acquire knowledge from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate discussions with the other party ( ‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at such the other party ’s expense) 's cost, if the other party wishes to contest the disclosure. The obligations set forth in any efforts Section 3.1 and not this Section 4 apply to prevent such disclosure Customer Data.

Appears in 4 contracts

Samples: Master Subscription Agreement, Master Subscription Agreement, Master Subscription Agreement

Confidentiality. During the term of this Agreement, the Distributor ACC and the Client Trust/IC and RIA may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor ACC or the Client Trust/IC or the RIA which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 4 contracts

Samples: Distribution Agreement (Collaborative Investment Series Trust), Distribution Agreement (Collaborative Investment Series Trust), Party Agreement for Distribution Services (Conestoga Funds)

Confidentiality. During Each party hereto agrees that it shall not disclose or transfer to any third party any information concerning the term customers, trade secrets, methods, processes or procedures or any other confidential, financial or business information (collectively, "Confidential Information") of the other party which it learns during the course of this Agreement, without the Distributor and the Client may have access to confidential information relating to prior written consent of such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s Confidential Information other than in connection with its obligations hereunder . Notwithstanding the foregoing, a party the parties may disclose the each other ’s 's Confidential Information if without obtaining prior written consent in the following circumstances only: (i) required by law to employees of the disclosing party or the disclosing party's consultants or agents or attorneys, regulation on a "need to know basis," who require such information in order to assist the disclosing party in performing this Agreement (so long as the disclosing party takes such precautions or legal process obtains such agreements as it would take or if requested by any Agency obtain in the ordinary course of its business to protect its own confidential and proprietary information); and (ii) it is advised by counsel that it may incur liability for failure as required in order to make such disclosure; (iii) requested to by the other party; comply with any subpoena, court order or applicable law, rule or regulation, provided that in the event of (i) or (ii) the disclosing party shall give gives the other party reasonable prior written notice of such disclosure to the extent (unless prohibited by applicable law) and reasonably practicable and cooperate cooperates with the other party ( in protecting the confidential or proprietary nature of the information which must be so disclosed, at such the other party ’s 's expense ) . Notwithstanding anything to the contrary in this Agreement, no party shall have an obligation to keep secret any efforts Confidential Information which is in or becomes part of the public domain not due to prevent the fault of any such disclosure party or is known to such party prior to entry into this Agreement.

Appears in 4 contracts

Samples: Contribution Agreement (CarePayment Technologies, Inc.), Servicing Agreement (Microhelix Inc), Contribution Agreement (CarePayment Technologies, Inc.)

Confidentiality. During For purposes of this Agreement, “Proprietary Information” shall be defined as any confidential or proprietary information of you or us (each a “Party” and collectively the “Parties”) or their respective affiliates provided to the other party during the term of this Agreement, the Distributor and the Client may have access including, but not limited to confidential customer lists, information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel customer accounts, and clients. As used other proprietary and confidential information related to a Party’s business or customers, or owned by a Party’s customers; provided, however, that nothing in this Agreement, “Confidential Information” means information belonging paragraph or otherwise shall be deemed to the Distributor prohibit or the Client which is of value to such party and the disclosure of which could result restrict either Party or their affiliates in a competitive any way from soliciting any product or other disadvantage to either party, including servie directed at, without limitation, financial information the general public, business practices and policies, know-how, trade secrets, market any segment thereof or sales information or plans, customer lists, business plans, and all provisions of this Agreement any specific individual provided such solicitation is not based upon any such Proprietary Information. Confidential Information does The term “Proprietary Information” shall not include: include (i) information that was known lawfully in the possession of a Party or its affiliates prior to its receipt from the receiving other Party before receipt thereof from or on behalf and without obligation of the Disclosing Party confidentiality; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure which, without any obligation fault of confidentiality to the Party seeking to enforce its rights under this Section other Party, is or becomes available in the public domain; (iii) information that is or becomes generally subsequently disclosed on a non-confidential bases by a third party not known in the trade without violation of this Agreement by the Receiving Party disclosing Party as having a confidential relationship with the Parties and which rightfully acquired such information; or (iv) information that is independently developed by a Party; (v) information communicated with the Receiving express written consent of the other Party, or (vi) information legally requested or required to be disclosed pursuant to a competent judicial order or other legal, administrative or regulatory process. Neither Party or its employees or affiliates without reference to gains any ownership of the Disclosing other Party’s information Proprietary Information hereunder and each Party agrees that any Proprietary Information provided to it by the other Party shall at all times remain the sole property of the other Party. Each Party acknowledges that the Proprietary Information of the other Party is valuable and must be kept confidential. Each party will protect shall hold the other’s Confidential Proprietary Information with at least of the same degree of care it uses with respect other Party confidential and shall limit access to such Proprietary Information to its own Confidential Information employees and agents whose use of such Proprietary Information is necessary for the conduct of its business. Each Party shall take commercially reasonable steps to prevent unauthorized disclosure or use of the Proprietary Information of the other Party. Each Party acknowledges that either Party delivering confidential customer information may be subject to certain laws and regulations regarding the privacy and protection of consumer information, and will not that any receipt or use of confidential customer information by either Party may also be subject to compliance with such state and federal laws and regulations, including, if applicable the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding laws and regulations of the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event Commonwealth of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure Massachusetts.

Appears in 4 contracts

Samples: Participation Agreement (WRL Series Annuity Account), Participation Agreement (WRL Series Annuity Account), Participation Agreement (WRL Series Annuity Account)

Confidentiality. During From time to time during the term of this Agreement Term, either Party may disclose or make available to the Distributor and the Client may have access to other Party information about its business affairs, products, confidential information relating to such matters as either party’s business intellectual property, trade secrets, systems, procedures, manuals, products, contracts, personnel third-party confidential information, and clients. As used other sensitive or proprietary information, whether orally or in this Agreement written, electronic, or other form or media/in written or electronic form or media], [that is/and whether or not] marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information ” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement "). Confidential Information does not include include Excluded Information, and information that, at the time of disclosure is: ( i a) information that was in the public domain; (b) known to the receiving Party before receipt thereof from or on behalf at the time of the Disclosing Party disclosure; ( ii c) information that is disclosed to rightfully obtained by the Receiving receiving Party by on a non-confidential basis from a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party party; or ( iv d) information that is independently developed by the Receiving receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or its employees or affiliates without reference entity, except to the Disclosing receiving Party ’s information. Each party will protect 's employees who have a need to know the other’s Confidential Information with at least for the same degree of care it uses with respect receiving Party to exercise its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with rights or perform its obligations hereunder. Notwithstanding the foregoing, a party each Party may disclose the other’s Confidential Information if to the limited extent required (i) required by in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel provided that it may incur liability for failure the Party making the disclosure pursuant to make such disclosure; (iii) requested the order shall first have given written notice to by the other party Party and made a reasonable effort to obtain a protective order; provided that in the event of (i) or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing party shall give Party all copies, whether in written, electronic, or other form or media, of the other party reasonable prior notice of disclosing Party's Confidential Information, or destroy all such disclosure copies and certify in writing to the extent reasonably practicable disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and cooperate will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the other party (at termination or expiration of this Agreement for as long as such other party’s expense) in any efforts Confidential Information remains subject to prevent such disclosure trade secret protection under applicable law.

Appears in 4 contracts

Samples: Master Agreement, Master Agreement, Master Agreement

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” of a party means information belonging any and all nonpublic product plans or business plans disclosed by such party to the Distributor or other party in connection with the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans Audience Network Service, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to marked or designated as confidential at the Receiving Party by a third person who has a right to make such disclosure without any obligation time of confidentiality to disclosure. During and after the Party seeking to enforce its rights under this Section; Term, each party ( iii a) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least use the same degree of care to protect the Confidential Information of the other party as it uses to protect its own most highly confidential information, but in no circumstances less than reasonable care; and (b) will not disclose the Confidential Information of the other party to any person or entity other than its officers, employees, and consultants who need access to such Confidential Information to effect the intent of these Audience Network Terms and who are bound by written confidentiality obligations consistent with this Section. The foregoing confidentiality obligations impose no obligations with respect to its own Confidential Information, and will not use the other information which: (w) was in a party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by possession before receipt from the other party; provided that in the event (x) is or becomes a matter of public knowledge through no fault of a party; ( i y) was rightfully disclosed to a party by a third party without restriction on disclosure; or ( ii z) is developed by a party without use of the disclosing party shall give Confidential Information of the other party as can be shown by documentary evidence. A party may make disclosures to the extent required by law or court order, provided such party makes commercially reasonable prior efforts to provide the other party with notice of such disclosure as promptly as possible and provides reasonable cooperation to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in connection with any efforts attempt to prevent contest or limit such disclosure . Without limiting the foregoing, Publisher will not issue any press release or otherwise make any public statements or disclosures (including to the internet press, e.g., any blogs) regarding these Audience Network Terms and the transactions contemplated hereby or consummated hereunder or about the relationship of the parties without the prior written approval of FB.

Appears in 4 contracts

Samples: Audience Network Terms (Cheetah Mobile Inc.), Audience Network Terms (Cheetah Mobile Inc.), Audience Network Terms (CooTek(Cayman)Inc.)

Confidentiality. During Neither party will use the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either other party’s business Confidential Information, trade secrets except as necessary for the performance of the AGREEMENT, systems nor will either party disclose such Confidential Information to any third party, procedures except to personnel of NVIDIA and its Affiliates, manuals you, products your Enterprise, contracts your Enterprise Contractors, and each party’s legal and financial advisors that have a need to know such Confidential Information for the performance of the AGREEMENT, provided that each such personnel, employee and clients. As used in this Agreement, “Confidential Information” means information belonging Contractor is subject to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information written agreement that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of includes confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information obligations consistent with those set forth herein. Each party will protect use all reasonable efforts to maintain the other confidentiality of all of the other party’s Confidential Information with at least in its possession or control, but in no event less than the same degree of care efforts that it ordinarily uses with respect to its own Confidential Information, Information of similar nature and importance. The foregoing obligations will not use restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of the AGREEMENT as required under applicable securities regulations or pursuant to the order or requirement of a court, administrative agency, or other than in connection with its obligations hereunder. Notwithstanding governmental body, provided that the foregoing, a party may disclose the other’s Confidential Information if required to make such disclosure (i) required by law gives reasonable notice to the other party to enable it to contest such order or requirement prior to its disclosure (whether through protective orders or otherwise), regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure uses reasonable effort to make obtain confidential treatment or similar protection to the fullest extent possible to avoid such public disclosure ; , and (iii) requested discloses only the minimum amount of information necessary to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of comply with such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure requirements.

Appears in 3 contracts

Samples: Nvidia Software License Agreement, Software License Agreement, Nvidia Software License Agreement

Confidentiality. During the term of this Agreement, the Distributor ACC and the Client Trust/IC and RIA may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor ACC or the Client Trust/IC or the RIA which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was known to is widely disseminated in the receiving Party before receipt thereof from or on behalf public domain without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who party that the receiving party has a right to make such disclosure without any reasonably confirmed is not under an obligation of confidentiality with respect to the Party seeking to enforce its rights under this Section; Confidential Information at issue, or (iii) the receiving party can document that the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates such receiving party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, but with not less than a reasonable degree of care, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency with requisite authority; (ii) it is advised by counsel in writing that it may incur liability for failure to make such disclosure disclosure and such writing is shared with the other party; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Tri Party Agreement for Distribution Services (Ranger Funds Investment Trust), Tri Party Agreement for Distribution Services (Ranger Funds Investment Trust), Tri Party Agreement for Distribution Services (Ranger Funds Investment Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client Each Party acknowledges that Confidential Information may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging be disclosed to the Distributor or other Party during the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions course of this Agreement. Each Party agrees that it shall take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information to prevent the duplication or disclosure of Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing other Party ; (ii) information that is disclosed , other than by or to the Receiving Party by a third person its employees, independent contractors or agents who has a right need to make know such disclosure without any obligation of Confidential Information and who are subject to confidentiality obligations to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own receiving such Confidential Information , and will not use the other party’s Confidential Information other than in connection with its obligations hereunder . Notwithstanding the foregoing, either Party may issue a party may disclose the other’s press release or other disclosure containing Confidential Information if (i) without the consent of the other Party, to the extent such disclosure is required by law, rule, regulation or legal process government or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make court order. In such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) event, the disclosing party shall give the other party reasonable Party will provide at least five (5) business days prior written notice of such proposed disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure Party.

Appears in 3 contracts

Samples: Escrow Agreement (America Online Latin America Inc), Escrow Agreement (America Online Latin America Inc), Escrow Agreement (America Online Latin America Inc)

Confidentiality. During The Funds expect to disclose to the term FATCA Services Provider confidential accounting, customer, and other business records pursuant to the terms of this Agreement . The FATCA Services Provider expects to disclose certain confidential proprietary information to the Fund, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business including fees, trade secrets templates, systems processes, procedures, manuals decision trees, products, contracts, personnel technology and systems information, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party terms and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. The party receiving confidential information (“Receiving Party”) agrees to maintain the confidentiality of all such information (“Confidential Information does not include: (i Information”) by appropriately instructing employees, external counsel, auditors and others who may be accorded access to such information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party ; , and by not using or disclosing same for any purpose other than in fulfillment of obligations of such Receiving Party under this Agreement. Confidential Information shall not include any information that (i) is or becomes public knowledge through no act or omission of the Receiving Party, (ii) is publicly disclosed by its proprietor, (iii) is otherwise lawfully obtained from third parties after reasonable inquiry regarding their authority to possess and disclose same, (iv) information that is independently developed by the recipient in a manner that can be shown not to have used the information received, (v) is known by the Receiving Party on the date hereof other than by reason of discussions with or disclosures by the parties in negotiating this Agreement, or (vi) is or becomes known as a result of another transaction between the parties hereto, but information referred to in this subclause (vi) shall be subject to any limitations imposed on its use and disclosure by that transaction. Notwithstanding any other provisions set forth herein to the contrary, the Receiving Party shall have the right to disclose Confidential Information pursuant to one or more court, administrative, or regulatory orders or inquiries, or otherwise as required by law or regulation applicable to the Receiving Party or its employees parent or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other non-disclosing party ’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure .

Appears in 3 contracts

Samples: Fatca Support Services Agreement (Massmutual Premier Funds), Fatca Support Services Agreement (Massmutual Select Funds), Fatca Support Services Agreement (Massmutual Select Funds)

Confidentiality. During the term Each party agrees to maintain (a) all information, whether in written, oral, electronic or other form, necessary for or utilized or received by such party pursuant to any terms of this Agreement , the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party , including, without limitation, financial information, business practices and policies technical knowledge, know-how, trade secrets proprietary or confidential inventions, market discoveries, processes, formulae or sales information technology included in or plans developed under the Licensed Technology (the “Confidential Information”), customer lists, business plans, as secret and all provisions of this Agreement. confidential and (b) not to disclose the Confidential Information does not include: to any third person or party ( i) information that was known except for employees, counsel, contractors, customers, consultants or vendors who have a need to the receiving Party before receipt thereof from or on behalf know and are informed of the Disclosing Party; (ii) confidential nature of such information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information disclosing party). Each party will protect the other’s shall accept responsibility and be liable for any disclosure by any third person of any Confidential Information with at least disclosed to such third person by such party. The parties will use the same degree measures to maintain the confidentiality of care the Confidential Information of any other party in its possession or control that it uses with respect to maintain the confidentiality of its own Confidential Information, Information of similar type and will not use the other party’s Confidential Information other than in connection with its obligations hereunder importance. Notwithstanding the foregoing, a any party or their Affiliates may disclose describe this Agreement in, and include this Agreement with, filings with the other’s U.S. Securities and Exchange Commission and any related prospectuses, including such filings or prospectuses in connection with any offering of securities. Confidential Information if will not include information that (i) required by law is in or enters the public domain without breach of this Agreement, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing receiving party shall give the other lawfully receives from a third party reasonable prior notice of such without restriction on disclosure and, to the extent reasonably practicable and cooperate with the other party (at such other receiving party’s expense) in any efforts to prevent such disclosure knowledge, without breach of a nondisclosure obligation.

Appears in 3 contracts

Samples: License Agreement (Constar International Inc), License Agreement (Constar International Inc), License Agreement (Constar Inc)

Confidentiality. During the term of this Agreement, the Distributor and the Client Fund may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, personnel and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Fund which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either the non-disclosing party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, and business plans , and all provisions of this Agreement . Confidential Information does not include: (i) information that was known to the receiving Party party before receipt thereof from or on behalf of the Disclosing Party disclosing party; (ii) information that is disclosed to the Receiving Party receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section confidentiality; (iii) information that is or becomes generally known in the trade without violation breach of this Agreement by the Receiving Party receiving party; or (iv) information that is independently developed by the Receiving Party receiving party or its employees or affiliates without reference to the Disclosing Party disclosing party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency regulatory agency with jurisdiction over the Distributor, the Fund or the Adviser; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; or (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Distribution Services Agreement (Pennant 504 Fund), Distribution Agreement (504 Fund), Distribution Agreement (Pennant 504 Fund)

Confidentiality. During For purposes of this Agreement, “Proprietary Information” shall be defined as any confidential or proprietary information of you or us (each a “Party” and collectively the “Parties”) or their respective affiliates provided to the other party during the term of this Agreement, the Distributor and the Client may have access including, but not limited to confidential customer lists, information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel customer accounts, and clients. As used other proprietary and confidential information related to a Party’s business or customers, or owned by a Party’s customers; provided, however, that nothing in this Agreement, “Confidential Information” means information belonging paragraph or otherwise shall be deemed to the Distributor prohibit or the Client which is of value to such party and the disclosure of which could result restrict either Party or their affiliates in a competitive any way from soliciting any product or other disadvantage to either party, including service directed at, without limitation, financial information the general public, business practices and policies, know-how, trade secrets, market any segment thereof or sales information or plans, customer lists, business plans, and all provisions of this Agreement any specific individual provided such solicitation is not based upon any such Proprietary Information. Confidential Information does The term “Proprietary Information” shall not include: include (i) information that was known lawfully in the possession of a Party or its affiliates prior to its receipt from the receiving other Party before receipt thereof from or on behalf and without obligation of the Disclosing Party confidentiality; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure which, without any obligation fault of confidentiality to the Party seeking to enforce its rights under this Section other Party, is or becomes available in the public domain; (iii) information that is or becomes generally subsequently disclosed on a non~confidential basis by a third party not known in the trade without violation of this Agreement by the Receiving Party disclosing Party as having a confidential relationship with the Parties and which rightfully acquired such information; or (iv) information that is independently developed by a Party; (v) information communicated with the Receiving express written consent of the other Party, or (vi) information legally requested or required to be disclosed pursuant to a competent judicial order or other legal, administrative or regulatory process. Neither Party or its employees or affiliates without reference to gains any ownership of the Disclosing other Party’s information Proprietary Information hereunder and each Party agrees that any Proprietary Information provided to it by the other Party shall at all times remain the sole property of the other Party. Each Party acknowledges that the Proprietary Information of the other Party is valuable and must be kept confidential. Each party will protect shall hold the other’s Proprietary Information of the other Party confidential and shall limit access to such Proprietary Information to its employees and agents whose use of such Proprietary Information is necessary for the conduct of its business. Each Party shall take commercially reasonable steps to prevent unauthorized disclosure or use of the Proprietary Information of the other Party. Each Party acknowledges that either Party delivering confidential customer information may be subject to certain laws and regulations regarding the privacy and protection of consumer information, and that any receipt or use of confidential customer information by either Party may also be subject to compliance with such state and federal laws and regulations, including, if applicable the laws and regulations of the Commonwealth of Massachusetts. The provisions found in this Article XIII. on Confidential Information with at least will survive any expiration or termination of the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure Agreement.

Appears in 3 contracts

Samples: Participation Agreement (WRL Series Annuity Account), Participation Agreement (TFLIC Separate Account VNY), Participation Agreement (WRL Series Annuity Account)

Confidentiality. During The parties may disclose or learn of information, documents, data, records, or other material that the term of this Agreement, the Distributor and the Client may have access to disclosing party considers confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, (“Confidential Information ” means information belonging ”) in the performance of this Contract. The receiving party must treat the Confidential Information as such if it is so marked, otherwise defined as such, or when, by its very nature, it deals with matters that, if generally known, would be damaging to the Distributor or the Client which is best interests of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including the public, other contractors or potential contractors with the State, or individuals or organizations about whom the State keeps information. Title to the Confidential Information and all related materials and documentation remains with the disclosing party. The receiving party may only use the Confidential Information solely to perform its obligations under this Contract, and may not use or disclose any Confidential Information received as a result of this Contract without limitation, financial the written permission of the disclosing party. The Contractor must assume that all State information, business practices and policies documents, data, source codes, software, models, know-how, trade secrets, market or sales other material when, by its very nature, it deals with matters that, if generally known, would be damaging to the best interest of the public, other contractors, potential contractors with the State, or individuals or organizations about whom the State keeps information is confidential. In addition, the receiving party may not use or plans, customer lists, business plans, and all provisions disclose any documents or records excluded by Ohio law from public records disclosure requirements. The receiving party’s obligation to maintain the confidentiality of this Agreement. the Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use apply where the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure. information:

Appears in 3 contracts

Samples: State of Ohio, State of Ohio, State of Ohio

Confidentiality. During In connection with the term of activities contemplated by this Agreement, the Distributor and the Client each party may have access to confidential or proprietary technical or business information relating of the other party, including without limitation (a) proposals, ideas or research related to possible new products or services; (b) financial information; and (c) the material terms of the relationship between the parties (collectively, "Confidential Information"). Each party will take reasonable precautions to protect the confidentiality of the other party's Confidential Information, which precautions will be at least equivalent to those taken by such matters party to protect its own Confidential Information. Except as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in required by law or as necessary to perform under this Agreement, “Confidential Information” means information belonging to neither party will knowingly disclose the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include of the other party or use such Confidential Information for the benefit of any third party. Each party's obligations in this Section with respect to any portion of the other party's Confidential Information shall terminate when the party seeking to avoid its obligation under this Section can document that: (i) information that it was known in the public domain at or subsequent to the time it was communicated to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; party ( ii "Recipient") information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or disclosing party ( iv `Discloser") information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree through no fault of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency Recipient; (ii) it is advised was rightfully in Recipient's possession free of any obligation of confidence at or subsequent to the time it was communicated to Recipient by counsel that it may incur liability for failure to make such disclosure Discloser; (iii) requested it was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; (iv) it was communicated by the other party Discloser to an unaffiliated third party free of any obligation or confidence; provided that in the event of (i) or ( ii v) the disclosing communication was in response to a valid order by a court or other governmental body, was otherwise required by law or was necessary to establish the rights of either party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure under this Agreement.

Appears in 3 contracts

Samples: Snap Promotion Agreement (Ivillage Inc), Snap Promotion Agreement (Ivillage Inc), Promotion Agreement (Ivillage Inc)

Confidentiality. During The parties acknowledge and agree that to the term of this Agreement, the Distributor and the Client may have access to extent either party receives any proprietary or confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, regarding operations of the other (“Confidential Information ” means ”), such Confidential Information represents valuable information belonging to the Distributor or party disclosing such Confidential Information (the Client which is of value to such party “Disclosing Party’), and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. party receiving such Confidential Information does (the “Receiving Party’) agrees (a) not include: (i) information that was known to disclose any Confidential Information of the receiving Disclosing Party before receipt thereof from or on behalf to any third party without the written consent of the Disclosing Party ; , ( ii b) information that is disclosed not to use any Confidential Information of the Receiving Disclosing Party by a third person who has a right for any purpose, other than to make such disclosure without any obligation of confidentiality to accomplish the Party seeking to enforce its rights transactions contemplated under this Section; Agreement, without the prior written consent of the Disclosing Party, ( iii c) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to limit access to the Disclosing Party’s information. Each party will protect Confidential Information to the other Receiving Party’s employees who are directly involved with the transactions described in this Agreement, (d) to inform each employee to whom the Disclosing Party’s Confidential Information with at least is disclosed of the same degree restrictions as to the use and disclosure of care it uses with respect such confidential Information and to its own Confidential Information ensure that each such employee shall observe such restrictions, and will not use (e) to return all of the other party Disclosing Party’s Confidential Information other than in connection with its obligations hereunder upon termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if The restrictions on use and disclosure described above shall not apply to information that (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure was known to make such disclosure; (iii) requested either party prior to disclosure by the other party ; provided that in the event of (i) or , (ii) is or becomes part of the disclosing public knowledge or literature, through no fault of the party shall give to which it was disclosed, (iii) is subsequently received as a matter of right without restriction or disclosure from a third party lawfully having possession thereof, or (iv) in the reasonable opinion of counsel to the Disclosing Party, is required to be disclosed by applicable law or regulation, by order of court or other party reasonable prior notice governmental authority, or pursuant to any listing agreement with, or the rules or regulations of any national securities exchange on which securities of such disclosure party are listed or traded; provided, however, that prior to any such disclosure, the Receiving Party shall provide the Disclosing Party with reasonable notice and an opportunity to dispute or otherwise object to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such required disclosure.

Appears in 3 contracts

Samples: Product Supply Agreement (CVR Partners, Lp), Product Supply Agreement (CVR Energy Inc), Product Supply Agreement (CVR Energy Inc)

Confidentiality. During the term of Each party to this Agreement, the Distributor Agreement recognizes and the Client acknowledges that they may have access to certain confidential and proprietary information relating of the other party. Neither party shall disclose any such confidential or proprietary information to any person or firm, corporation, association, or other entity for any reason or purpose whatsoever, and shall not use such matters as either information, directly or indirectly, without the other party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients prior written consent. As used in this Agreement, “ The term "Confidential Information ” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information " does not include include information which the receiving Party can demonstrate: (i) information that was Is now or hereafter becomes available in the public domain, to the publishing trade, or within the Internet industry without improper disclosure by the receiving Party; (ii) Is known to the receiving Party before at the time of receipt thereof from or on behalf of the Disclosing Party such information; ( ii iii) information that is disclosed Is furnished to the Receiving receiving Party by a third person who has party without a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party Agreement; or (iv) information that is Is the subject of written permission to disclose provided by the other Party; and (v) Is independently acquired or developed by the Receiving Party receiving Party, its employees, agents, affiliates or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure advisors.

Appears in 3 contracts

Samples: Exclusive Consulting Agreement (Cord Blood America, Inc.), Exclusive Consulting Agreement (Cord Blood America, Inc.), Exclusive Consulting Agreement (Premiere Publishing Group, Inc.)

Confidentiality. During the term of this Agreement Any sensitive figures, the Distributor and the Client may have access to confidential information data, sales projections, budgets amounts, sales reports, etc relating to such matters the brand“Brand Name”, obtained by <Agency Name> will remain confidential and will not be shared with anyone outside the company. Each Party (the“Receiving Party”) agrees that it will not disclose to any third party or use any Confidential Information of the other Party (the“Disclosing Party”), except as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used expressly permitted in this Agreement, “Confidential Information” means information belonging and that it shall take all reasonable measures to maintain the Distributor or the Client which is confidentiality of value to all such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to in its possession or control, which shall in no events be less than the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care measures it uses with respect to maintain the confidentiality of its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder information of similar importance. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if obligation of confidentiality shall not apply to any disclosure (i ) of information that is in or enters the public domain other than by reason of a breach by the Person receiving such information, (ii) of information that was in the possession of the receiving Person prior to its disclosure to such Person, or (iii) required by law, regulation regulation, legal process, or legal process order of any court or if requested by any Agency; (ii) it is advised by counsel governmental body having jurisdiction provided, however, that it may incur liability for failure prior to make such disclosure ; (iii) requested , the Party who is required to by disclose the information shall inform the other party; provided Party and consult with that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure Party as to the extent reasonably practicable and cooperate with information which will be disclosed and, provided, further, that the other party (at information so disclosed shall be limited to that legally required to be disclosed pursuant to such other party’s expense) in law, regulation, legal process, or order of any efforts to prevent such disclosure court or regulatory / government authority.

Appears in 3 contracts

Samples: Social Media Marketing Agreement, Sample Social Media Marketing Agreement, Sample Social Media Marketing Agreement

Confidentiality. During the term of this Agreement, the Distributor ACC and the Client Trust/IC and RIA may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor ACC or the Client Trust or the RIA which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Distribution Agreement (Clark Fork Trust), Distribution Agreement (Avondale Funds), Distribution Agreement (Clark Fork Trust)

Confidentiality. During Fry acknowledges that Client has provided Fry to date with extensive confidential information concerning its business, procedures, plans, and other confidential information and each party agrees that during the term course of this Agreement, the Distributor and the Client may have access to that such confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means other information belonging that is confidential or proprietary may be disclosed to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, but not limited to all software (including without limitation limitation source code (including algorithms) written on behalf of Client by Fry, except as otherwise provided herein), technical processes and formulas, source codes, product designs, sales data, store data, product data, transaction data, customer data, usage data, advertising data, cost and pricing data, other non-publicly disclosed financial information, business practices product information and policies, know-how, trade secrets, market or sales information or plans, customer lists, product and business plans, , advertising revenues and relationships, usage rates, projections and marketing data and all provisions other data received, transmitted or stored on behalf of this Agreement Client. or relating to Client and/or Client Sites or those of its affiliates, ("Confidential Information"). Confidential Information does shall not include: (i) include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving Party before receipt thereof from or on behalf party as of the Disclosing Party; time of its disclosure, ( ii c) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party receiving party w/o use of the Confidential Information, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party. Except as provided for in this Agreement, each party shall not make any disclosure of the Confidential Information to anyone other than its employees or affiliates without reference who have a need to the Disclosing Party’s information know in connection with this Agreement. Each party will protect the other’s Confidential Information with at least the same degree shall notify its employees of care it uses their confidentiality obligations with respect to the Confidential Information and shall require its own employees to comply with these obligations. In the event that either Party is compelled by law (whether through court order or subpoena) to disclose Confidential Information, and will not use the disclosing Party shall provide the other party’s Confidential Information other than in connection Party with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such compelled disclosure and a reasonable opportunity to contest it and shall seek a protective order. In the extent reasonably practicable event that a Party divulges or seeks to divulge or otherwise improperly use any such Confidential Information, the other Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other remedies are inadequate. The confidentiality obligations of each party and cooperate with its employees shall survive the expiration or termination of this Agreement. The particular terms and conditions of this Agreement are confidential and shall not be disclosed by either party without the prior written consent of the other party ( at except as deemed necessary or appropriate by counsel to Client to comply with securities and other applicable laws or as required pursuant to judicial or other government order provided that notice of such order is given to the other party promptly after its receipt). Except for mutually agreeable press releases (with each party ’s expense) 's prior written consent, which shall not be unreasonably withheld or delayed), no public announcements relating to this Agreement shall be issued by either party. Notwithstanding anything stated herein, the parties agree to allow each other to issue individual press releases announcing the relationship initiated or continued hereunder and as appropriate to cooperate in any efforts to prevent such disclosure other joint promotional opportunities and announcements.

Appears in 3 contracts

Samples: Development and Hosting Agreement (1 800 Flowers Com Inc), Development and Hosting Agreement (1 800 Flowers Com Inc), Development and Hosting Agreement (1 800 Flowers Com Inc)

Confidentiality. During 12.1. Confidential Information is that information or know-how identified as being confidential, or, given the term circumstances surrounding disclosure, should in good faith be treated as confidential. Both parties agree (i) not to use Confidential Information for any purpose other than in furtherance of this Agreement ,; (ii) not to disclose, or permit any third party or entity access to, Confidential Information (or any portion thereof) without prior written permission of the Distributor other party (except such disclosure or access as is required to perform any obligations under this Agreement); and the Client may have (iii) to ensure that any employees or other third parties who receive access to Confidential Information are advised of the confidential information relating to such matters as either party’s business and proprietary nature thereof and are prohibited from copying, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used utilizing or otherwise revealing said Confidential Information except in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions furtherance of this Agreement. Confidential Information does not include: Notwithstanding anything herein to the contrary, no obligation or liability shall accrue under the Agreement for any information that is (i) information that was available to the public other than by a breach of an agreement with the disclosing party; (ii) rightfully received from a third party not in breach of any obligation of confidentiality; (iii) independently developed by one party without access to the Confidential Information of the other; (iv) known to the receiving Party before receipt thereof from or on behalf party at the time of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party disclosure; or ( iv v) information produced in compliance with applicable law or a court order, upon advise of counsel, provided that other party is independently developed by the Receiving Party given reasonable notice of such law or its employees order and an opportunity to attempt to preclude or affiliates without reference to the Disclosing Party’s information limit such production. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding Without limiting the foregoing, a party may disclose each of the other’s parties agrees to employ with regard to Confidential Information if (i) required protective procedures which are no less restrictive than the strictest procedures used by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable protect its own confidential and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure proprietary information.

Appears in 3 contracts

Samples: Asp License Agreement (C Me Run Corp), Asp License Agreement (C Me Run Corp), Asp License Agreement (C Me Run Corp)

Confidentiality. During (i) Each Party shall hold in strict confidence the term existence and terms of this Agreement Agreement and any information regarding the Restructuring provided by the disclosing Party which is of a non-public, proprietary or confidential nature to the Distributor disclosing Party, its subsidiaries or affiliates, or to any third parties to whom the disclosing Party owes a duty of confidentiality, including all reports and the Client may have access to confidential information relating to such matters as either party’s business analyses, technical and economic data, studies, forecasts, trade secrets, systems research or business strategies, procedures inventions, manuals financial or contractual information, products or other written or oral information regarding the disclosing Party and its affiliates, contracts, personnel, and clients. As used in this Agreement, each case solely to the extent related to the transaction contemplated herein (“Confidential Information ” means information belonging ”), except to the Distributor extent that such Confidential Information has been or is (1) is in the Client which public domain or otherwise known to others not party to or bound by this Agreement at the time of disclosure (excluding parties otherwise subject to a confidentiality restriction with respect to the Confidential Information); (2) following disclosure, becomes known or available to others not under a duty of confidentiality through no breach of this confidentiality provision on the part of the receiving Party; (3) is known, or becomes known, to the receiving Party from a source other than the disclosing Party or its Representatives, provided that disclosure by such source is not known to the receiving Party to be in breach of value a confidentiality agreement with the disclosing Party (with an obligation to such party make inquiry with respect to same and an entitlement to rely on responses thereto); (4) is independently developed or acquired by the disclosure receiving Party without violating any of which could result in a competitive its obligations under this Section 3(n); or (5) is legally required to be disclosed by judicial or other disadvantage to either party governmental action or request, including, without limitation, financial information any action or request of banking, business practices tax or other regulatory authorities; provided, however, that, solely to the extent it is practicable and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from is legally permitted to do so, the receiving Party shall give prompt notice of such judicial or on behalf other governmental action; and provided, further, that any pursuit of legal remedies to maintain the Disclosing Party; (ii) information that is disclosed to Confidential Information in confidence shall be at the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder sole expense. Notwithstanding the foregoing, a party any Supporting Noteholder and its Representatives may disclose the other’s Confidential Information without notice to NRG as the disclosing Party, to any governmental agency, regulatory authority or self-regulatory authority (including, without limitation, bank and securities examiners) if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it such disclosure is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that made in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice course of such disclosure to authority’s examination or inspection of the extent reasonably practicable and cooperate with the other party (at such other party Supporting Noteholder’s expense) in any efforts to prevent such disclosure or its affiliates’ business.

Appears in 3 contracts

Samples: Restructuring Support Agreement (NRG Energy, Inc.), Restructuring Support Agreement (NRG Energy, Inc.), Restructuring Support Agreement (NRG Energy, Inc.)

Confidentiality. During Each party (the term of this Agreement, the Distributor and the Client may “Receiving Party”) acknowledges that it will have access to information that is treated as confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, proprietary by the other party (the Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party Disclosing Party”), including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, or operations of the Disclosing Party, its affiliates, or their suppliers or customers, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, “Confidential Information”). Any Confidential Information that the Operator develops in connection with the Website shall be subject to the terms and conditions of this Section 8. The parties agree to treat all provisions Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Disclosing Party in each instance, and not to use any Confidential Information for any purpose except as required in the performance of this Agreement. The Receiving Party shall notify the Disclosing Party immediately in the event it becomes aware of any loss or disclosure of any Confidential Information. Confidential Information does shall not include include information that: ( i a) information that was known is or becomes generally available to the receiving Party before receipt thereof from public other than through the Receiving Party’s breach of this Agreement; or on behalf of the Disclosing Party; ( ii b) information that is disclosed communicated to the Receiving Party by a third person who has a right party that had no confidentiality obligations with respect to make such information. Nothing herein shall be construed to prevent disclosure without any obligation of confidentiality Confidential Information as may be required by applicable law or regulation, or pursuant to the Party seeking to enforce its rights under this Section; (iii) information valid order of a court of competent jurisdiction or an authorized government agency, provided that is the disclosure does not exceed the extent of disclosure required by such law, regulation, or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the order. The Receiving Party or its employees or affiliates without reference agrees to promptly provide written notice of any such order to the Disclosing Party ’s information , and in any event sufficiently in advance of making any disclosure to permit the Disclosing Party to contest the order or seek confidentiality protections. Each party will protect Upon termination of this Agreement, the other’s Receiving Party agrees to return or destroy any Confidential Information with at least the same degree of care it uses with respect to in its own Confidential Information possession, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure including copies.

Appears in 3 contracts

Samples: Royalty Rights Agreement (Freedom Internet Group Inc.), Royalty Rights Agreement (Freedom Internet Group Inc.), Royalty Rights Agreement (Freedom Internet Group Inc.)

Confidentiality. During Each party, which receives proprietary and/or confidential information of the term other party (the “Receiving Party”), shall retain in confidence the terms of this Agreement, and all other non-public information and know-how of the Distributor other party disclosed or acquired by the Receiving Party pursuant to or in connection with this Agreement which is either designated as proprietary and/or confidential or by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or confidential (“Confidential Information”); provided that each party may disclose Confidential Information to its immediate legal and the Client may have access financial consultants and to confidential information relating any Affiliates (and its employees) with a need to such matters know arising as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in a result of this Agreement, in the ordinary course of its business. Each party agrees to use commercially reasonable efforts to protect Confidential Information” means information belonging to Information of the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including and in any event, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales to take precautions at least as great as those taken to protect its own confidential information or plans, customer lists, business plans, and all provisions of this Agreement a similar nature. Confidential Information does The foregoing restrictions shall not include apply to any information that: ( i a) information that was known by the Receiving Party prior to disclosure thereof by the receiving Party before receipt thereof from other party; (b) was in or on behalf entered the public domain through no fault of the Disclosing Receiving Party; ( ii c) information that is disclosed to the Receiving Party by a third person who has a right party, until such time as notified by the other party that such third party was not legally entitled to make such disclosure without any violation of an obligation of confidentiality confidentiality; (d) is required to be disclosed by applicable laws or regulations (but in such event, only to the Party seeking extent required to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party be disclosed); or ( iv e) information that is independently developed by the Receiving Party or its employees or affiliates without reference to any Confidential Information of the Disclosing Party’s information other party. Upon request of the other party, each party shall return to the other all materials, in any medium, which contain, embody, reflect or reference all or any part of any Confidential Information of the other party. Each party will protect the other’s Confidential Information with at least the same degree acknowledges that breach of care this provision by it uses with respect would result in irreparable harm to its own Confidential Information, and will not use the other party ’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing , a party may disclose the other’s Confidential Information if (i) required by law for which money damages would be an insufficient remedy, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel and therefore that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice shall be entitled to seek injunctive relief to enforce the provisions of such disclosure this Section 10.4. Without limitation and subject to the extent reasonably practicable and cooperate with the other party Section 5.8(d), Confidential Information includes User Data ( at such other party’s expense) in any efforts to prevent such disclosure Section 5.8).

Appears in 3 contracts

Samples: Wireless Services Agreement (Motricity Inc), Wireless Services Agreement (Motricity Inc), Wireless Services Agreement (Motricity Inc)

Confidentiality. During the term of this Agreement, the Distributor and the Client parties may have access to confidential information relating to such matters as either one party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Distribution Agreement (Investment Managers Series Trust II), Distribution Agreement (Investment Managers Series Trust), Distribution Agreement (Investment Managers Series Trust)

Confidentiality. During Neither party will use the term other party’s Confidential Information, except as necessary for the performance of this Agreement, the Distributor nor will either party disclose such Confidential Information to any third party, except to personnel of NVIDIA and the Client may have access to confidential information relating to such matters as either its affiliates, you, your Enterprise, your Enterprise Contractors, and each party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, legal and clients. As used in financial advisors that have a need to know such Confidential Information for the performance of this Agreement, “Confidential Information” means information belonging provided that each such personnel, employee and Contractor is subject to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information written agreement that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of includes confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information obligations consistent with those set forth herein. Each party will protect use all reasonable efforts to maintain the other confidentiality of all of the other party’s Confidential Information with at least in its possession or control, but in no event less than the same degree of care efforts that it ordinarily uses with respect to its own Confidential Information, Information of similar nature and importance. The foregoing obligations will not use restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this Agreement as required under applicable securities regulations or pursuant to the order or requirement of a court, administrative agency, or other than in connection with its obligations hereunder. Notwithstanding governmental body, provided that the foregoing, a party may disclose the other’s Confidential Information if required to make such disclosure (i) required by law gives reasonable notice to the other party to enable it to contest such order or requirement prior to its disclosure (whether through protective orders or otherwise), regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure uses reasonable effort to make obtain confidential treatment or similar protection to the fullest extent possible to avoid such public disclosure ; , and (iii) requested discloses only the minimum amount of information necessary to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of comply with such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure requirements.

Appears in 3 contracts

Samples: Samples and Tools Agreement, Software Developer Kits, Samples and Tools License Agreement, Software Developer Kits, Samples and Tools License Agreement

Confidentiality. During Each Party acknowledges that Confidential Information may be disclosed to the other Party during the course of this Agreement. The Recipient Party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, during the term of this Agreement, and for a period of three (3) years following expiration or termination of this Agreement, to prevent the Distributor and disclosure of the Client may Disclosing Party’s Confidential Information, other than to its employees, affiliates, subsidiaries or other agents who must have access to confidential information relating such Confidential Information for the Recipient Party to such matters as perform its obligations or exercise its rights hereunder, who will each agree to comply with this Section. Notwithstanding the above, either party’s business Party (including the Corporations) may disclose Confidential Information to the extent demanded by a court or a government agency with regulatory jurisdiction over the Party (including the Corporations) after notice is given to the other Party, trade secrets if practical, systems or in the Party's regulatory responsibilities over its members, procedures associated persons, manuals issuers, products or others under the Exchange Act of 1934, contracts, personnel, and clients or similar applicable law. As used in this Agreement herein, “Confidential Information” means shall mean any information belonging relating to or disclosed in the course of the Agreement, which is, or should be reasonably understood to be, confidential or proprietary to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party Recipient Party, including, without limitation but not limited to, the material terms of this Agreement, methodology, sales, cost and other unpublished financial information, business practices product and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, projections and all provisions of this Agreement marketing data. Confidential Information does shall not include: include information ( i a) information that was already lawfully known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving receiving Party or its employees or affiliates without reference (including the Corporations), (b) disclosed in published materials, (c) generally known to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information public, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or ( ii d) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other lawfully obtained from any third party ’s expense) in any efforts to prevent such disclosure .

Appears in 3 contracts

Samples: Index License Agreement (Mutual Fund Series Trust), Index License Agreement (Mutual Fund Series Trust), Index License Agreement (Arrow Investments Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “ Confidential Information " means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) a party's proprietary or confidential information which is designated in writing as such or that was known to the receiving Party before receipt thereof from or on behalf by nature of the Disclosing Party; circumstances surrounding the disclosure ought in good faith to be treated as proprietary or confidential, and (ii) information all FIS products or services, including all trade secrets contained therein. Each party agrees (a) that is disclosed to during the Receiving Party by a third person who has a right to make such disclosure without any obligation course of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation performance of this Agreement by it may learn certain information concerning the Receiving Party other party's Confidential Information; or ( iv b) information that the Confidential Information of the other shall remain the property of the other, and that such Confidential Information is independently developed by the Receiving Party or made available on a limited use basis solely in connection with this Agreement; (c) that it will advise its employees to whom the information is disclosed of their obligations under this Agreement; (d) that it will not use, sell, disclose or affiliates otherwise make available any such Confidential Information, in whole or in part, to any third party without reference to the Disclosing Party’s information. Each party prior written consent of the other party; and (e) that it will protect the other’s Confidential Information with at least utilize the same degree of care it uses with respect to utilizes for its own Confidential Information confidential information, and will not but in no case less than a reasonable degree of care, to prevent disclosure or use the other party’s of such Confidential Information other than in connection with its obligations hereunder to or by any unauthorized person or entity. Notwithstanding the foregoing, a party may disclose the other’s Upon termination of this Agreement all copies of Confidential Information if shall be returned. The restrictions under this section shall not apply to information which: (i) required by law, regulation is or legal process becomes publicly known through no wrongful act of the party receiving the Confidential Information; or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure becomes known to make such disclosure a party without confidential or proprietary restriction from a source other than the disclosing party; or (iii) requested a party can show by written records that such information or data was in its possession prior to disclosure by the other party ; provided that in . In the event of (i) or (ii) a party is legally compelled to disclose the disclosing party shall give Confidential Information it will be entitled to do so provided it gives the other party reasonable prior prompt notice of such disclosure to the extent reasonably practicable and cooperate with assists the other party ( party, at such the other party ’s 's expense ) , in obtaining any efforts to prevent such disclosure protective order.

Appears in 3 contracts

Samples: Application and Agreement for Benefits Redemption, Application and Agreement for Benefits Redemption, Application and Agreement for Benefits Redemption

Confidentiality. During Each party acknowledges that it may be necessary to disclose Confidential Information (as defined below) to the term other in order to facilitate the provision of Services under this Transition Services Agreement. Except as agreed by the parties pursuant to this Transition Services Agreement, each party agrees not to use, copy, disclose to third parties (other than consultants engaged in the Distributor provision of Services) or to publish any Confidential Information of the other which is (i) confidential under applicable law, or (ii) proprietary and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies the following: (a) any trade secret, know-how, trade secrets invention, market software program, application, documentation, schematic, procedure, contract, information, knowledge, data, process, technique, design, drawing, program, formula or sales information test data, work in progress, engineering, manufacturing, marketing, financial, sales, supplier, customer, employee, investor, or plans business information, customer lists whether in oral, business plans written, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from graphic or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party electronic form; or ( iv b) information any document, diagram, photograph, drawing, computer program or other communication that is independently developed either conspicuously marked “confidential”, known or reasonably should have been known by the Receiving Party other party to be confidential, or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree is of care it uses with respect to its own Confidential Information a proprietary nature, and will not use is learned or disclosed in the course of discussions, studies or other party’s Confidential Information other than in connection with its obligations hereunder work undertaken between the parties. Notwithstanding the foregoing, the Parties shall have the right to disclose any information necessary to comply with any request or order of a Governmental Authority or court. Nothing in this Section shall be deemed to limit or restrict in any way the right of a Governmental Authority to exercise its authority to audit or review the books or records of a party may or any Affiliate of a party, but the party must advise the other party of the pending disclosure as described below. If a party intends to disclose Confidential Information to any Governmental Authority or court, the other’s Disclosing party shall, to the extent doing so does not violate any such request or order, advise the Non-Disclosing party prior to disclosure and cooperate in any effort by the Non-Disclosing party to minimize the amount of Confidential Information disclosed, secure confidential treatment of such Confidential Information, or seek permission from such Governmental Authority or court to revise the Confidential Information in a manner consistent with the interests of the Parties and in a manner which meets the requirements of the Governmental Authority or court. Except to the extent information is confidential under applicable law, any information transmitted to either party will not be deemed Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure. information is:

Appears in 3 contracts

Samples: Transition Services Agreement (Carmax Inc), Transition Services Agreement (Carmax Inc), Transition Services Agreement (Circuit City Stores Inc)

Confidentiality. During Each Party agrees not to disclose the term contents of this Agreement or the other Party’s Confidential Information without the other Party’s advance written consent. “Confidential Information” of a Party means all non-public or sensitive or proprietary information about or of that Party but does not include information (a) that has become publicly known through no breach by either Party of its confidentiality obligations hereunder, (b) that is independently and lawfully developed or obtained by a Party without access to the other Party’s Confidential Information, (c) is or becomes available to a Party on a non-confidential basis from a third Person, on condition that that third Person is not and was not prohibited from disclosing that information, or (d) that was known by or in the possession of a Party before the disclosure of that information to that Party pursuant to this Agreement, on condition that, in the case of each of (a) through (d), the Party seeking to disclose such information has the burden of demonstrating that it is not Confidential Information: provided, however, each Party may disclose such Confidential Information to its affiliates, in each case on a need-to-know basis for the purpose of facilitating the performance of this Agreement, on condition that the Distributor Party making such disclosure cause its affiliates that have received any Confidential Information of the other Party to comply with this provision and that the Client may have access to confidential information relating to disclosing Party be responsible for any act by such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in affiliates that would constitute a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions breach of this Agreement provision had the act been undertaken by the disclosing Party. A Party may disclose Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed other Party if required pursuant to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by applicable law, regulation or legal process a valid order issued by a court or if requested by any Agency; governmental agency of competent jurisdiction, on condition that the Party first make commercially reasonable efforts to provide the other Party (i) prompt written notice of such requirement so that the other Party may seek, at its sole cost and expense, a protective order or other remedy, and (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by reasonable assistance, at the other party; provided that Party’s sole cost and expense, in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of opposing such disclosure to the extent reasonably practicable and cooperate with the or seeking a protective order or other party (at such other party’s expense) in any efforts to prevent such limitations on disclosure.

Appears in 3 contracts

Samples: D and Consignment Agreement (Via Optronics AG), D and Consignment Agreement (Via Optronics AG), D and Consignment Agreement (Via Optronics AG)

Confidentiality. During Neither party will use the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either other party’s business Confidential Information, trade secrets except as necessary for the performance of the AGREEMENT, systems nor will either party disclose such Confidential Information to any third party, procedures except to personnel of NVIDIA and its Affiliates, manuals you, products your Enterprise, contracts your Enterprise Contractors, and each party’s legal and financial advisors that have a need to know such Confidential Information for the performance of the AGREEMENT, provided that each such personnel, employee and clients. As used in this Agreement, “Confidential Information” means information belonging Contractor is subject to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information written agreement that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of includes confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information obligations consistent with those set forth herein. Each party will protect use all reasonable efforts to maintain the other’s confidentiality of all of the other party's Confidential Information with at least in its possession or control, but in no event less than the same degree of care efforts that it ordinarily uses with respect to its own Confidential Information, Information of similar nature and importance. The foregoing obligations will not use restrict either party from disclosing the other party ’s 's Confidential Information or the terms and conditions of the AGREEMENT as required under applicable securities regulations or pursuant to the order or requirement of a court, administrative agency, or other than in connection with its obligations hereunder. Notwithstanding governmental body, provided that the foregoing, a party may disclose the other’s Confidential Information if required to make such disclosure (i) required by law gives reasonable notice to the other party to enable it to contest such order or requirement prior to its disclosure (whether through protective orders or otherwise), regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure uses reasonable effort to make obtain confidential treatment or similar protection to the fullest extent possible to avoid such public disclosure ; , and (iii) requested discloses only the minimum amount of information necessary to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of comply with such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure requirements.

Appears in 2 contracts

Samples: Nvidia Software License Agreement, Nvidia Software License Agreement

Confidentiality. During In connection with the term of activities contemplated by this Agreement, the Distributor and the Client each party may have access to confidential or proprietary technical or business information relating of any other party, including without limitation (i) proposals, ideas or research related to possible new products or services; (ii) financial statements and other financial information; (iii) any reporting information in SECTION 11; and (iv) the material terms of this Agreement and the relationship between the parties; provided, however, that such matters information will be considered confidential only if it is conspicuously designated as either "Confidential," or if provided orally, identified at the time of disclosure as confidential (collectively, "Confidential Information"). Each party will take reasonable precautions to protect the confidentiality of the other party ’s business 's Confidential Information, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients which precautions will be at least equivalent to those taken by such party to protect its own Confidential Information. As used in Except as required by law or as necessary to perform under this Agreement, “Confidential Information” means information belonging to no party will knowingly disclose the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include of any other party or use such Confidential Information for its own benefit or for the benefit of any third party. Each party's obligations in this Section with respect to any portion of the other party's Confidential Information shall terminate when the party seeking to avoid its obligation under such Section can document that: (i) information that it was known in the public domain at or subsequent to the time it was communicated to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; party ( ii "Recipient") information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or disclosing party ( iv "Discloser") information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree through no fault of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency Recipient; (ii) it is advised was rightfully in Recipient's possession free of any obligation of confidence at or subsequent to the time it was communicated to Recipient by counsel that it may incur liability for failure to make such disclosure Discloser; (iii) requested it was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; (iv) it was communicated by the other party Discloser to an unaffiliated third party free of any obligation of confidence; provided that in the event of (i) or ( ii v) the disclosing communication was in response to a valid order by a court or other governmental body, was otherwise required by law or was necessary to establish the rights of either party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure under this Agreement.

Appears in 2 contracts

Samples: Snap Strategic Alliance Agreement (Healthgate Data Corp), Snap Strategic Alliance Agreement (Healthgate Data Corp)

Confidentiality. During In performing the term of services under this Agreement, the Distributor Parties may be provided or may otherwise come into the possession of Proprietary Materials and Information and any other information regarding the Client may have access to confidential information relating to such matters as either party’s business, trade secrets affairs and services of the providing party (hereinafter, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, the “Confidential Information ” means information belonging ”), all of which are valuable to the Distributor providing party or are required by law or good business practices to be held confidential. Each party agrees to receive, hold and treat all Confidential Information received from any other party as confidential and secret and agrees to use its best efforts to protect the Client which is confidentiality and secrecy of value such Confidential Information. Each party agrees to only divulge Confidential Information to its employees or third parties who are required to have such knowledge in connection with the performance of their obligations under this Agreement and such party and the disclosure of which could result in a competitive shall not disclose, directly or other disadvantage to either party indirectly, including any Confidential Information whatsoever, including without limitation, financial information, business practices and policies, know-how, trade secrets, market for its own benefit or sales information or plans, customer lists, business plans, and all provisions of this Agreement any third party’s benefit. Confidential Information does not include: include information which (i) information that was known or becomes generally available to the public, (ii) was or becomes available on a non-confidential basis, provided that the source of such information was not bound by a confidentiality agreement in respect thereof, (iii) was within the receiving Party before receipt thereof from party’s possession prior to being furnished by or on behalf of other party, provided that the Disclosing Party; (ii) source of such information that is disclosed to the Receiving Party was not bound by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known agreement in the trade without violation of this Agreement by the Receiving Party; respect thereof, or (iv) the information is a duplication of materials that is independently developed by the Receiving Party or its employees or affiliates without reference receiving party already possesses that are not subject to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure confidentiality obligations.

Appears in 2 contracts

Samples: License Agreement (Tigrent Inc), Termination Agreement (Tigrent Inc)

Confidentiality. During the term of this Agreement, the Distributor and the Client parties may have access to confidential information relating to such matters as either another party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor Distributor, the Company or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either any party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by any party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party another party by a third person who has a right to make such disclosure without any not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party another party’s information Confidential Information. Each party will protect the other’s other parties’ Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other another party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other another party’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency federal, state or quasi-governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party party owning the Confidential Information; provided that in the event of (i) or (ii) the disclosing party shall give the other party owning the Confidential Information reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party owning the Confidential Information (at such other party’s expense) in any efforts to prevent such disclosure . In the event of any unauthorized use or disclosure by a party of any Confidential Information of another party, the disclosing party shall promptly: (i) notify the party owning the Confidential Information of the unauthorized use or disclosure; (ii) take all reasonable actions to limit the adverse effect on the party owning the Confidential Information of such unauthorized use or disclosure; and (iii) take all reasonable action to protect against a recurrence of the unauthorized use or disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Lou Holland Trust), Distribution Agreement (Lou Holland Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client Fund may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Fund which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Clark Fork Trust), Distribution Agreement (Pinnacle Capital Management Funds Trust)

Confidentiality. During the term of The Parties understand that, in connection with performing under this Agreement, the Distributor each Party has disclosed or may disclose confidential and the Client may have access to confidential proprietary information relating to such matters as either party Party’s business business or operations, trade secrets including without limitation, systems designs, procedures, manuals, products, contracts, personnel technologies, and clients. As used in this Agreement sensitive financial information (collectively, the “Confidential Information ” means information belonging ”). The Parties therefore agree, on behalf of themselves, their directors, officers, employees legal and financial advisors, (i) to the Distributor not to disclose such Confidential Information, either directly or the Client which is of value indirectly, to such party and the disclosure of which could result in a competitive or other disadvantage to either any third party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions (ii) not to use any such Confidential Information for any purpose other than performance of this Agreement Agreement without the prior written consent of the non-disclosing Party. Confidential Information does The obligations in this Article shall not include apply to any: (i) information that was known either Party knows prior to the receiving execution of this Agreement except any information which is the subject of unexpired confidentiality obligations of which the disclosing Party before receipt thereof from or on behalf of the Disclosing Party is previously aware; (ii) information that is disclosed to the Receiving Party publicly known, or becomes publicly known, through no breach by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section either Party; (iii) information that is or becomes generally known in the trade without violation rightfully obtained by either Party from any third party who has no duty of confidentiality to a Party to this Agreement by of which the Receiving Party disclosing Party to this Agreement is previously aware; or (iv) information that is independently developed by or for a receiving party completely apart from the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations disclosures hereunder . Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency ; ( ii v) it information that is advised by counsel that it may incur liability for failure released pursuant to make such disclosure; (iii) requested to by the other party; a binding court order or government regulation, provided that in the event receiving Party delivers a copy of (i) such order or (ii) the disclosing party shall give action to the other party reasonable prior notice of and reasonably cooperates with the other Party if it elects to contest such disclosure or seek an appropriate remedy such as a protective order; or (vi) is otherwise necessary to prosecute or defend litigation or comply with applicable law, including regulatory filings, or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure necessary.

Appears in 2 contracts

Samples: Accommodation Agreement (Remy International, Inc.), Accommodation Agreement (Remy International, Inc.)

Confidentiality. During the term of this Agreement, the Distributor and the Client parties may have access to confidential information relating to such matters as either a party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor Distributor, the Client or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party ’s 's information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (360 Funds), Distribution Agreement (360 Funds)

Confidentiality. During the term of this Agreement, the Distributor and the Client Funds may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Funds which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: ( i 1) information that was known to the receiving Party party before receipt thereof from or on behalf of the Disclosing Party disclosing party; (ii) information that is disclosed to the Receiving Party receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party receiving party; or (iv) information that is independently developed by the Receiving Party receiving party or its employees or affiliates without reference to the Disclosing Party disclosing party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Entrust Multi-Strategy Fund), Distribution Agreement (EnTrust Multi-Strategy Master Fund)

Confidentiality. During Each Party (a “Receiving Party“) understands that the term other Party (a “Disclosing Party“) may disclose information of this Agreement, the Distributor and the Client may have access to a confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, nature including, without limitation, product information, data, pricing, financial information, business practices End-User information, software, specifications, research and policies development and proprietary algorithms or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, know-how or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, trade secrets whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information“). The Receiving Party agrees, market for itself and its agents and employees, that it will not publish, disclose or sales information otherwise divulge or plans, customer lists, business plans, and all provisions of this Agreement. use for its own purposes any Confidential Information does of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall be done subject to each party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were party to this agreement. The foregoing obligations shall not include: extend to any information to the extent that the Receiving Party can demonstrate that such information (i) information that was known at the time of disclosure or, to the receiving Party before receipt thereof from or on behalf extent that such information thereafter becomes through no fault of the Disclosing Receiving Party , a part of the public domain by publication or otherwise; (ii) information that is disclosed to was already properly and lawfully in the Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a third person party who has a right to make such disclosure without any was under no obligation of confidentiality to the Disclosing Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; with respect thereto, or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference independent contractors who did not have access to the Disclosing Party’s Confidential Information or (vi) express written consent has been given prior to disclosure. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information. Each party will protect Upon termination or expiration of this Agreement, upon the other request of a Disclosing Party, the Receiving Party agrees to return to the other all of such other Party’s Confidential Information with at least the same degree that is reduced to one or more writing, drawing, schematic, tape, disk or other form of care it uses with respect documentation, or to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure certify to the extent reasonably practicable and cooperate with the other party (at Disclosing Party in writing that all such other party material has been destroyed, however, destruction is only permitted after Disclosing Party’s expense) in any efforts to prevent such disclosure prior approval.

Appears in 2 contracts

Samples: creativeclicks.com, s3-ap-southeast-1.amazonaws.com

Confidentiality. During Each party agrees that it shall not disclose to any third party any information concerning the term clients, trade secrets, methods, processes or procedures or any other confidential business information of the other party which it learns during the course of its performance of this Agreement, the Distributor and the Client may have access except that COURTALERT’s obligation hereunder shall not extend to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; Subscriber not clearly marked as confidential, (ii) information that is disclosed available to the Receiving Party by general public or which comes into the public domain through a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; party, (iii) information that is or becomes generally already known in to COURTALERT at the trade without violation time of this Agreement by the Receiving Party; execution hereof, or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference disclosed to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect COURTALERT from a person not under a confidentiality obligation to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure Subscriber.

Appears in 2 contracts

Samples: Service Subscription Agreement, Service Subscription Agreement

Confidentiality. During the term Term of this Agreement Agreement and thereafter, each party will use and reproduce the Distributor other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and will not disclose the other party's Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it will not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the Client may have access to confidential information relating disclosing party has sought all available safeguards against widespread dissemination prior to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients disclosure. As used in this Agreement, the term "Confidential Information ” means information belonging to " refers to: (i) the Distributor or the Client which is terms and conditions of value to such party and the disclosure of which could result in a competitive or other disadvantage to either this Agreement; (ii) each party , including, without limitation, financial information, business practices and policies, know-how, 's trade secrets , market or sales information or plans, customer lists , business plans, strategies, methods and/or practices; and all provisions of this Agreement. Confidential Information does (iii) any other information relating to either party or its business that is not include: (i) information that was generally known to the receiving Party before receipt thereof from public, including but not limited to information about either party's personnel, products, customers, marketing strategies, services or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder future business plans. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if specifically excludes ( i A) required by law, regulation information that is now generally available to the public or legal process subsequently becomes available to the public through no action or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by fault of the other party; provided (B) information that in the event of (i) or (ii) the disclosing is known to either party shall give without restriction, prior to receipt from the other party reasonable prior notice of under this Agreement, from its own independent sources as evidenced by such disclosure party's written records, and which was not acquired, directly or indirectly, from the other party; (C) information that either party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and (D) information independently developed by either party's employees or agents provided that either party can show that those same employees or agents had no access to the extent reasonably practicable and cooperate Confidential Information received hereunder. Notwithstanding anything else set forth in this Section 14, each party shall be entitled to use the Data in accordance with the other party (at such other party’s expense) in any efforts to prevent such disclosure Section 7 herein.

Appears in 2 contracts

Samples: Co Branding and License Agreement (Techies Com Inc), Co Branding and License Agreement (Techies Com Inc)

Confidentiality. During the term of this Agreement Each Party understands that Customer is subject to, among other laws, the Distributor Massachusetts Public Records Law, pursuant to which all documents and the Client may have access to confidential information relating to such matters as either party’s business records made or received by Customer shall, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging absent an exemption or law to the Distributor contrary, constitute a public record subject to disclosure. To the extent not inconsistent with Customer’s duty set forth in the preceding sentence, if either Party or its representatives provides to the Client which is of value to such party and the disclosure of which could result in a competitive other Party or other disadvantage to either party its representatives confidential information, including including business plans, without limitation strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the design, operation and maintenance of the System or of a Party’s business practices (“Confidential Information”), the receiving Party shall protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and policies proprietary information, know-how, trade secrets, market or sales information or plans, customer lists, business plans but in any event not less than a commercially reasonable degree of care, and all provisions refrain from using such Confidential Information except in the negotiation and performance of this Agreement. Confidential Information does not include also includes the terms of this Agreement. Notwithstanding any other provision herein, neither Party shall be required to hold confidential any information that: (i) information that was known to becomes publicly available other than through the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is required to be disclosed to the Receiving Party by a third person who has Governmental Authority, under Applicable Law or pursuant to a right validly issued subpoena, but a receiving Party subject to make any such disclosure without any obligation requirement shall promptly notify the disclosing Party of confidentiality to the Party seeking to enforce its rights under this Section such requirement; (iii) information that is or becomes generally known in the trade without violation of this Agreement independently developed by the Receiving receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference becomes available to the Disclosing Party’s information. Each receiving Party without restriction from a third party will protect the other’s Confidential Information with at least the same degree under no obligation of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure. confidentiality.‌

Appears in 2 contracts

Samples: Solar Power Services Agreement, Solar Power Services Agreement

Confidentiality. During In addition to other provisions of this Agreement related to confidentiality obligations of the term parties, each party shall treat all non-public information about another party to this Agreement as confidential, proprietary information of such other party (“Confidential Information”). Such Confidential Information includes but is not limited to information about business operations, non-public Fund portfolio holdings, business and financial information, methods, plans, techniques, processes, documents and trade secrets of a party. Each party shall use Confidential Information only in furtherance of the purposes of this Agreement, the Distributor and the Client may have limit access to confidential information relating the Confidential Information within its organization to those employees who reasonably require access to such matters Confidential Information and shall not disclose such Confidential Information to any third parties except in connection with the obligations set forth in Section 2(t) hereof or as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used otherwise expressly provided for in this Agreement, or required by law, rule, or regulation, and otherwise maintain policies and procedures reasonably designed to prevent disclosure of the Confidential Information ” means information belonging . To the extent a party discloses Confidential Information to a third party, as permitted herein, such disclosing party (a) shall ensure that, prior to such disclosure, the recipient third party is subject to commercially reasonable confidentiality obligations in writing with respect to the Distributor disclosed Confidential Information (or the Client which is such other provisions as specified under this Agreement) and (b) shall be deemed in breach of value to such party and the this Section 20 for any unauthorized disclosure of which could result in a competitive or other disadvantage to either Confidential Information by such recipient third party , including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement . Confidential Information does shall not include: include anything that (i) information that is or lawfully becomes in the public domain, other than as a result of a breach of an obligation hereunder, (ii) is furnished to the applicable party by a third party having a lawful right to do so, (iii) was known to the receiving Party before receipt thereof from or on behalf applicable party at the time of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed authorized in writing by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s whose Confidential Information with at least is to be disclosed. Further, the same degree of care it uses with respect parties are authorized to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if ( i 1) required by law, regulation law or legal process or if requested by any Agency; regulatory authorities having jurisdiction ( ii 2) it is advised by counsel that it may incur liability for failure if made to make such disclosure; affiliates, attorneys, accountants or other professional service providers ( iii) requested subject to by the other party; provided that in the event above or a similar obligation of (i confidentiality) or ( ii 3) the required by broker-dealers or counterparties. The disclosing party shall give shall, if permitted by applicable law, notify the other party reasonable prior notice of such disclosure to as soon as reasonably practicable, provided that no such notice is required during a standard examination by a regulator. This Section 20 shall survive the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure expiration or earlier termination of this Agreement.

Appears in 2 contracts

Samples: Subadvisory Agreement (Pacific Funds Series Trust), Subadvisory Agreement (Pacific Select Fund)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information Confidential Information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party party before receipt thereof from or on behalf of the Disclosing Party disclosing party; (ii) information that is disclosed to the Receiving Party receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party party seeking to enforce its rights under this Section Section 14; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party receiving party; or (iv) information that is independently developed by the Receiving Party receiving party or its employees or affiliates without reference to the Disclosing Party disclosing party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; or (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Agreement (Metropolitan West Funds), Distribution Agreement (TCW Alternative Funds)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either the non-disclosing party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party party before receipt thereof from or on behalf of the Disclosing Party disclosing party; (ii) information that is disclosed to the Receiving Party receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party receiving party; or (iv) information that is independently developed by the Receiving Party receiving party or its employees or affiliates without reference to the Disclosing Party disclosing party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency regulatory agency with jurisdiction over the Distributor, the Fund or the Adviser; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall shall, if legally permitted, give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure . In the event of any unauthorized use or disclosure by a party of any Confidential Information of the other party, the disclosing party shall promptly (i) notify the other party of the unauthorized use or disclosure; (ii) take all reasonable actions to limit the adverse effect on the other party of such unauthorized use or disclosure; and (iii) take all reasonable action to protect against a recurrence of the unauthorized use or disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Carlyle Select Trust), Agreement (Carlyle Select Trust)

Confidentiality. During the term of this Agreement, the Distributor RCM and the Client Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor RCM or the Client fund which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Cottonwood Mutual Funds), Distribution Agreement (Cottonwood Mutual Funds)

Confidentiality. During At all times during the term Term and for five (5) years thereafter, each party will hold in strictest confidence and will not use or disclose or permit access to, by any third party (including subsidiaries and affiliates), any Confidential Information of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either other party ’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients . As used in this Agreement, “Confidential Information” means all non-public information belonging that a party designates as confidential, or which, under the circumstances of disclosure ought to be treated as confidential. Confidential Information includes, without limitation, the terms and conditions of this Agreement, information relating to released or unreleased products, marketing or promotion of any product or service, business policies or practices, customers or suppliers of either party, Subscriber Data and personally identifying information contained in any information received from others that a party is obligated to treat as confidential. Confidential Information does not include any information that: (i) was known by the receiving party without obligation of confidentiality prior to disclosure thereof by the disclosing party; (ii) was in or entered the public domain through no fault of the receiving party; (iii) is disclosed to the Distributor receiving party by a third-party legally entitled to make such disclosure without violation of any obligation of confidentiality; (iv) is independently developed by the receiving party without reference to any Confidential Information of the disclosing party. Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party to the extent that such disclosure is required by law or by the Client which is order of value a court or similar judicial or administrative body, provided that the receiving party notifies the disclosing party of such required disclosure promptly and in writing, and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure. In addition, either party may disclose this Agreement and its * Certain information on this page has been omitted and filed separately with the disclosure of which could result in a competitive Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. T-Mobile USA, Inc. terms to its attorneys, accountants, financial advisors, investors, bona fide potential investors acquirers, or other disadvantage any rights holders with respect to either party the Programming (or their designated representatives, including, without limitation, financial information music licensing associations) (but with respect to such rights holders or their designated representatives, business practices and policies solely as it relates to such rights), know-how, trade secrets, market or sales provided such parties are obligated to keep such information or plans, customer lists, business plans, and all provisions confidential consistent with the terms of this Agreement. T-Mobile may use the information provided by Company under Section 5 in connection with T-Mobile’s internal business operations and may disclose the information, provided that any such disclosure may only be made on an aggregated basis that does not reveal that information was provided by Company. The parties will notify each other promptly in writing if they learn of any unauthorized use or disclosure of the Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information other party, and will not use the other party’s Confidential Information other than cooperate in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure good faith to make remedy such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure occurrence to the extent reasonably practicable and cooperate with possible. The parties acknowledge that a breach of this provision would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore, that the non-breaching party (at such other party’s expense) in any efforts will be entitled to prevent such disclosure seek injunctive relief to enforce the provisions of this Section.

Appears in 2 contracts

Samples: Mobile Application Agreement (Mobitv Inc), Mobile Application Agreement (Mobitv Inc)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency regulatory agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Sa Funds Investment Trust), Distribution Agreement (Sa Funds Investment Trust)

Confidentiality. During the term of this Agreement, the Distributor Each Party understands and the Client acknowledges that it may have access to information concerning the other Party that is confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, proprietary including, without limitation, financial information, information about such Party’s business practices and policies, know-how, trade secrets, market or sales information or marketing plans, customer lists sales volumes, business plans pricing, customers, manufacturers, licensees, suppliers, and all provisions distributors (“Confidential Information”). Each Party (the “receiving party”) shall maintain such Confidential Information disclosed by the other Party (the “disclosing party”) and the financial terms of this Agreement in strict confidence during the Term and for a period of not less than two (2) years following the expiration or termination of this Agreement. The receiving party shall not disclose to any third party or make any use of the disclosing party’s Confidential Information does except as may be necessary to perform its obligations hereunder; provided, that Licensee may share the Confidential Information with a potential buyer or investor of Licensee provided that any person to whom such Confidential Information is disclosed or who have access to Confidential Information agree to keep such information confidential under confidentiality obligations at least as restrictive as those contained herein. Notwithstanding the foregoing, Confidential Information shall not include include any information that: ( i A) information that was known to in or entered the public domain through no fault of the receiving Party before receipt thereof from or on behalf party and not in violation of the Disclosing Party this Agreement; ( ii B) information that is disclosed to the Receiving Party receiving party by a third person who has a right party legally entitled to make such disclosure without violation of any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party confidentiality; or ( iv C) information that is independently developed by the Receiving Party or its employees or affiliates receiving party without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree violating any of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding In the foregoing event that the receiving party is requested pursuant to, a party may or required by, applicable law or regulation to disclose the other’s any Confidential Information if or any other information concerning the disclosing party, the receiving party shall provide the disclosing party with prompt written notice of such request or requirement in order to enable the disclosing party (i) required by law to seek an appropriate protective order or other remedy, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make consult with receiving party with respect to receiving party’s taking steps to resist or narrow the scope of such disclosure; request or (iii) requested to by waive compliance, in whole or in part, with the other party; provided that in terms of this Agreement. In the event of (i) that such protective order or (ii) the other remedy is not obtained, or disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate waives compliance, in whole or in part, with the other terms of this Agreement, receiving party (at such other party’s expense) in any shall use commercially reasonable efforts to prevent such disclosure disclose only that portion of the Confidential Information that is legally required to be disclosed and to ensure that all Confidential Information that is so disclosed will be accorded confidential treatment.

Appears in 2 contracts

Samples: License Agreement (FVA Ventures, Inc.), License Agreement (FVA Ventures, Inc.)

Confidentiality. During Each party acknowledges that the term of this Agreement Software and all business information relating thereto is propriety and confidential and contains confidential information, trade secrets and other valuable proprietary information (collectively with the Software, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “ "Confidential Information ” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information "). Each party will protect agrees not to, directly or indirectly, disclose, disseminate or share the other’s Confidential Information to or with at least the same degree any competitor of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding party without the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by prior written consent of the other party; provided however, that in no party shall be prohibited hereby from disclosing, disseminating or sharing the event Confidential Information with a competitor who, at the time of such disclosing, disseminating or sharing, is either ( i a) or an affiliate ( ii within the meaning of Ohio Revised Code Section 3901.32) of such party, provided that such affiliate may use and disclose the Confidential Information only if and to the extent that the disclosing party shall give may do so under the other party reasonable prior notice terms of this Agreement; or (b) performing due diligence in connection with discussions regarding a possible acquisition or affiliation, provided that such disclosure to the extent reasonably practicable and cooperate competitor enters into a confidentiality agreement with the other disclosing party (at which prohibits such other party’s expense) in any efforts to prevent such disclosure person's use or disclosure of the Confidential Information.

Appears in 2 contracts

Samples: Software License Agreement (Procentury Corp), Software License Agreement (Procentury Corp)

Confidentiality. During the term of this Agreement, the Distributor and the Client Funds may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client a Fund which is of value to such party and the disclosure of which could reasonably be expected by the party in receipt of such information to result in a competitive or other disadvantage to either party the party who initially provided such information, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, lists and business plans , and all provisions of this Agreement . Confidential Information does not include: (i) information that was known to the receiving Party party before receipt thereof from or on behalf of the Disclosing Party disclosing party; (ii) information that is disclosed to the Receiving Party receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party receiving party; or (iv) information that is independently developed by the Receiving Party receiving party or its employees or affiliates without reference to the Disclosing Party disclosing party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process applicable Law or if requested by any Agency Governmental Authority with jurisdiction over the Distributor, a Fund or the Adviser; (ii) it is advised by counsel that it may incur material liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall shall, except as prohibited by applicable Law, give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure . In the event of any unauthorized use or disclosure by a party of any Confidential Information of the other party, the disclosing party shall promptly (i) notify the other party of the unauthorized use or disclosure; (ii) take all reasonable actions to limit the adverse effect on the other party of such unauthorized use or disclosure; and (iii) take all reasonable action to protect against a recurrence of the unauthorized use or disclosure. Each party acknowledges and agrees that this Agreement may be filed publicly with the SEC as an exhibit to the Registration Statement of each Fund.

Appears in 2 contracts

Samples: Distribution Agreement (Ironwood Multi-Strategy Fund LLC), Distribution Agreement (Ironwood Institutional Multi-Strategy Fund LLC)

Confidentiality. During Both parties acknowledge and agree that in order to fulfill the term terms and conditions of this Agreement, the Distributor it may be necessary for a party to disclose, from time to time, confidential and/or proprietary information and the Client may have access to confidential information data of such party or persons/entities with which such party does business (each a “Third Party”) relating to or concerning such matters as either party, Third Party or the products, technology, business or properties of such party or Third Party, including any projections, plans or prospects relating thereto, including without limitation the following: (a) information and data such party discloses to the other party or that is learned by the other party through its work with the disclosing party or its presence at the disclosing party’s facilities, (b) the methods of doing business, trade secrets manufacturing techniques, systems use of materials or components, procedures technical information, manuals designs, products service or warranty information, contracts pricing, personnel sourcing, sales and business plans of such party or Third Party, (c) the bids, forms, documents, drawings, photographs, samples, prototypes, analyses, computations, studies, reports (oral and written), and clients. As used in this Agreement other documents prepared by such party or Third Party, and (d) all information and data that the receiving party derives or develops from the foregoing (collectively, “Confidential Information ” means ”). The party receiving Confidential Information (the “Receiving Party”) agrees not to disclose any Confidential Information of the disclosing party (the “Disclosing Party”) to any third party except that the Receiving Party may disclose Confidential Information to a court of competent jurisdiction or to a federal, state or local agency in response to a request/demand for such information belonging by such court or federal, state or local agency; provided that in the case of a request/demand for disclosure by a court or other agency, the Receiving Party, if permitted by law, first promptly notifies the Disclosing Party of such request so that the Disclosing Party has an opportunity to seek a protective order. The Receiving Party further agrees not to disclose any Confidential Information internally except, to those persons who need to know such Confidential Information for the Distributor or the Client which is purposes of value to such party performing this Agreement and who are bound by a written confidentiality agreement prohibiting the disclosure and unauthorized use of which could result in a competitive or other disadvantage to either party, including, without limitation, financial such information , business practices . The Receiving Party shall not use any Confidential Information of the Disclosing Party except for the purpose of performing its duties and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of obligations under this Agreement. Each Party shall adopt basic security measures of the kind commonly observed in industries that rely extensively on proprietary information. These security measures should include physical security measures, restrictions on access by unauthorized personnel and use of confidentiality agreements with personnel, as appropriate. Notwithstanding the foregoing, Confidential Information does information shall not include: include information or data which ( i a) information that was in the public domain prior to being furnished to the Receiving Party; (b) was known to the receiving Receiving Party before receipt thereof from or on behalf of prior to its disclosure to the Receiving Party by the Disclosing Party; ( ii c) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure party (without any breach of any confidentiality agreement with or obligation of confidentiality to the Party seeking to enforce its rights under this Section Disclosing Party) who did not unlawfully acquire or receive such information on a confidential basis from the Disclosing Party; ( iii d) information that is after being furnished to the Receiving Party, entered the public domain through no act or becomes generally known in failure to act on the trade without violation part of this Agreement by the Receiving Party; or ( iv e) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree any breach of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure this Agreement.

Appears in 2 contracts

Samples: Supply Agreement (Xstream Systems Inc), Supply Agreement (Xstream Systems Inc)