train.csv

label,text
['confidentiality of agreement'],(b) the fact that the Disclosing Party and the Receiving Party are having discussions or negotiation concerning the Transaction; or
['survival of obligations'],6.3 Termination of this Agreement shall not affect any accrued rights or remedies to which either Party is entitled.
['no solicitation'],"For a period of five (5) years from the date hereof, ARC, acting either directly or indirectly, through any other person, firm, or corporation, covenants and agrees not to"
['no solicitation'],"Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers."
['no solicitation'],"10.1.3 until such time as you or any of your concert parties makes an announcement of a firm intention to make an offer for the Company pursuant to the Takeover Code that is upon announcement recommended by the committee of independent Company directors (""your Recommended Offer""), announce, make, or procure or induce any other person to announce or make, any offer for all or any of the securities of the Company or do or omit to do any act as a result of which you or any of your concert parties may become obliged (under the Takeover Code or otherwise) to announce or make an offer for all or any of the securities of the Company;"
['permissible acquirement of similar information'],a. GENERAL EXCEPTIONS.
['sharing with employees'],"E. to restrict access to the Confidential Information to those of its officers, directors, and employees who clearly need such access to carry out the Business Purposes."
['limited use'],"2.0 Both parties agree that its representatives and employees will not at any time, either during or subsequent to the Period of Affiliation, either directly or indirectly, disclose to others or use any secret, confidential or proprietary information and know-how of the other party (whether or not developed by the other party) without that party's written consent."
['return of confidential information'],"Upon demand by the Company, and in any event upon termination of Shareholder's services, Shareholder will deliver to the Company all original and facsimile records, documents and data in Shareholder's possession or under Shareholder's control, or in Shareholder's Affiliates' possession or under Shareholder's Affiliates' control, pertaining to the Company or any of the Company's Affiliates."
['no solicitation'],"(ii) are, at the time of solicitation of employment, sales representatives or employees thereof, retained by the Buyer or any of its Affiliates; or"
['limited use'],"(d) Buyer will not utilize, now or at any time in the future, any trade secret(s), as that term may be defined under statutory or common law, that is/are included in the furnished Information for any purpose other than evaluating the possible purchase of the Business, including, without limitation, not utilizing same in the conduct of Buyer's or any other party's present or future business(es);"
"['sharing with third-parties', 'sharing with employees']","4. The Recipient will not (directly or indirectly) at any time, without the Disclosing Party’s prior written consent, disclose or reveal or permit access to the Information, in whole or in part, to any person other than its employees and agents with a need to know in connection with the performance of the collaboration or trade with the Disclosing Party."
"['none-inclusion of non-technical information', 'inclusion of verbally conveyed information']","(a) ""Confidential Information"""
['permissible post-agreement possession'],"(c) return any Confidential Information in any written, electronic, or physical form whatsoever in his or her possession, or to delete forever any Confidential Information that he or she may have stored on a computer or other device, at the request of the other party, except that each party may keep one copy in its confidential legal files for the purpose of assuring compliance with this agreement."
"['explicit identification', 'inclusion of verbally conveyed information']","1. All information disclosed by one party to the other to evaluate the Project and/or Purpose that is designated in writing as ""Confidential"" at the time of disclosure or if disclosed orally is designated in writing as ""Confidential"" within fifteen (15) days of disclosure is ""Confidential Information."""
['permissible development of similar information'],"(iv) was independently developed by the Receiving Party, its Affiliates, or its or their Authorized Parties, without reference to the Confidential Information, and the Receiving Party can verify the development of such information by written documentation."
['no licensing'],"7. The Receiving Party expressly acknowledges that the Disclosing Party owns the Confidential Information they disclose, and that the transmission by the Disclosing Party of their Confidential Information (or any third party’s Confidential Information entrusted to the Disclosing Party) shall not be construed to grant the Receiving Party any patent, know-how, copyright, trade secret, trademark, or other intellectual property rights in, or arising from, the Confidential Information disclosed."
['limited use'],"Confidential Information, SSI, or PCII may be used for the sole purpose of preparing and submitting a bid for a portion of the work at the Project and/or performing work at the Project."
['inclusion of verbally conveyed information'],"1. In connection with the business opportunity currently being explored by DISCLOSING PARTY and COMPANY, COMPANY agrees that all information obtained by it, whether in tangible or intangible form, from or about DISCLOSING PARTY, including, without limitation, information relating to the business opportunity being explored, or information relating to DISCLOSING PARTY’S products, services, technology, marketing, business plans, finances, research, development, know-how or personnel shall be considered Confidential Information."
['confidentiality of agreement'],(c) the existence and content of the discussions and negotiations between you and us (or our respective Representatives) and
['confidentiality of agreement'],"(iii) any of the terms, conditions, or other facts with respect to the Project or other related transactions, including the status thereof."
['limited use'],This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA.
['notice on compelled disclosure'],"(a) promptly notify STI of the existence, terms and circumstances surrounding such a request;"
['permissible development of similar information'],(2) Recipient independently develops; or
['permissible development of similar information'],(b) to any development made by the recipient which is independently developed by the recipient without access to or use of the disclosing party's Confidential Information.
['survival of obligations'],7. The obligations under this Agreement as to any Proprietary Information shall continue for twenty (20) years from the date of expiration or termination of this Agreement.
['limited use'],3. Recipient agrees to use Proprietary Information only for the Purpose.
['no licensing'],"For the avoidance of doubt, no rights under this agreement pass to successors in title to the Agency, Contractor, or any Authorised Person or Agency Authorised Person."
['permissible acquirement of similar information'],c. is disclosed to Receiving Party by a third party with the right to do so.
['permissible copy'],Confidential Information will not be reproduced in any form except as required to accomplish the Purpose of this Agreement.
['confidentiality of agreement'],Neither party will make or permit to be made any announcement or disclosure of its prospective interest in the Proposal without the prior written consent of the other party.
['no licensing'],"Except as otherwise provided herein, nothing contained in this Agreement shall be construed as conferring any right on Receiving Party to use in any manner Disclosing Party’s name or any trade name or trademark."
['return of confidential information'],"Promptly upon expiration or termination of this Agreement, user will cease using all GTL Data, and will return to Inria, or destroy, all originals and all copies of the GTL Data and other materials provided by Inria under this Agreement, and also certify such return or destruction in a reasonable and customary certificate provided by Inria."
['limited use'],Any use by the Recipient of such Confidential Information for any other purpose shall be considered unauthorized.
['inclusion of verbally conveyed information'],"(b) is received in intangible form and is followed up within a reasonable period of time with a writing describing it and designating it as ""confidential"" or ""proprietary"", or"
['limited use'],"3. Permitted Use. Recipient shall keep Discloser’s Confidential Information confidential and use Confidential Information only for the above-stated Purpose of Disclosure, or for performing its obligations or exercising its rights under this Agreement."
['confidentiality of agreement'],"15.1 Subject to in terms of clause 4, each Party undertakes to keep confidential and not to disclose to any third party, save as may be required in law (including by the rules and/or listings requirements of any securities exchange on which the securities of a Party or its Affiliates may be listed, where applicable) or permitted in terms of this Agreement, the nature, content or existence of this Agreement."
"['sharing with third-parties', 'sharing with employees', 'limited use']","(1) The Evaluation Material will be used solely for the purpose of evaluating a possible transaction between the Companies and not in any way directly or indirectly detrimental to the Companies (competitively or otherwise), and unless and until the parties have completed a transaction pursuant to a formal contractually binding agreement (""Definitive Agreement""), such information will be kept confidential, except that each party may disclose the Evaluation Material or portions thereof to those of its directors, officers, employees, consultants, advisors and professional representatives (the persons to whom such disclosure is permissible being collectively called ""Representatives"") in each case who need to know such information for the purpose of evaluating a possible transaction between the Companies; provided, however, that prior to disclosing the Evaluation Material or any portion thereof to any of such Representatives, the disclosing party will secure the undertaking of its Representative to be bound by the terms of this Confidentiality Agreement to the same extent that the disclosing party is bound by this Agreement."
['no licensing'],"No legal obligations, rights, relationship or duties shall be construed or inferred from the entering into of this Agreement other than as expressly set out herein."
['permissible copy'],The Receiving Party shall not make or permit to be made any copies of Proprietary Information except as required for the Purpose.
"['sharing with third-parties', 'sharing with employees']",(c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information.
"['sharing with third-parties', 'sharing with employees']","WHEREAS, as a condition to such information being furnished to the Receiving Party and its directors, managers, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, ""Representatives""), the Receiving Party agrees to treat any information concerning the Disclosing Party (whether prepared by the Disclosing Party, its Representatives or otherwise and irrespective of the form of communication) that has been or, in the future, is furnished to the Receiving Party or to its Representatives by or on behalf of the Disclosing Party in connection with the Possible Transaction (herein collectively referred to as the ""Confidential Information"") in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions hereinafter set forth."
['notice on compelled disclosure'],"(vi) is required or compelled by law to be disclosed, provided that the Receiving Party gives reasonable prior written notice to the Disclosing Party to allow it to seek protective or other court orders."
['permissible acquirement of similar information'],(iii) are lawfully obtained without obligations of confidentiality by such person from a third party after reasonable inquiry regarding the authority of such third party to possess and divulge the same;
['notice on compelled disclosure'],"11. Required Disclosure – In the event that you or any of your Representatives become legally compelled or are required by regulatory authorities having appropriate jurisdiction to disclose any of the Confidential Information, you will promptly provide us with written notice so that we may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this NDA."
['confidentiality of agreement'],"(4) Except as may be required by court order or legal process, neither party hereto nor any of its representatives will disclose to any other person or entity:"
"['sharing with third-parties', 'sharing with employees']","(ii) the Recipient may disclose Confidential Information of the Disclosing Party to any Representative of the Recipient, but only to the extent such Representative"
"['no licensing', 'limited use']","(b) Kennedy agrees that the portions of all files, letters, memoranda, reports, records, data, disks, electronic storage media, sketches, drawings, notebooks, program listings, or other written, photographic, or tangible material containing Proprietary Information (collectively, ""Records""), whether created by Kennedy or others, which shall come into Kennedy’s custody or possession during the Restricted Period shall be and are the exclusive property of Company to be used by Kennedy only in the performance of his or her duties for the Company."
['permissible post-agreement possession'],The Receiving Party shall immediately on request by the Disclosing Party return all or any part of the Confidential Information as shall be determined by the Disclosing Party and shall (at the Disclosing Party's option) -
['permissible acquirement of similar information'],"b) is lawfully obtained by the Member from a third party without an obligation of confidentiality, provided that third party is not, to the ICC Court’s best knowledge, in breach of any obligation of confidentiality to the ICC Court relating to that information; or"
['limited use'],Any other use shall be only with the prior written consent of the Participating Entity or Participating Entities that provided the Confidential Information sought to be used.
['permissible development of similar information'],(iv) is independently developed by Receiving Party; or
['confidentiality of agreement'],"11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise."
['limited use'],(ii) use Confidential Information only for the NDA Purpose and for no other purpose without the prior written consent of the Disclosing Party.
['permissible acquirement of similar information'],"(iv) becomes available to Recipient on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party or any other party with respect to such information."
['notice on compelled disclosure'],(i) notify each Participating Entity or Participating Entities whose information is subject to such disclosure request immediately upon receipt of a request for public records that include all or part of the Confidential Information; and
['no licensing'],"c. remain the property of the MyPoints.com, and shall be returned by the Receiving Party to MyPoints.com (along with all copies thereof) promptly upon its receipt of a request from MyPoints.com to do so;"
"['sharing with third-parties', 'sharing with employees']","(i) to any of your Representatives who need to know such information solely for the purpose of evaluating, considering,"
['no licensing'],"In respect of Background IP no right or license whatsoever, expressed or implied, is granted by McGill to Intern or Sponsor pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to McGill."
['permissible acquirement of similar information'],"c) following such disclosure, becomes available to the Receiving Party or its Agents (as can be demonstrated by its written records or other reasonable evidence) from a source other than the Disclosing Party or its Agents, which source is not bound by any duty of confidentiality owed, directly or indirectly, to the Disclosing Party in relation to such information;"
"['permissible development of similar information', 'permissible acquirement of similar information']",disclosure or subsequently becomes publicly known through no fault of the Receiving Party;
['survival of obligations'],"11. This Agreement shall be effective as of the Effective Date and shall terminate on the delivery of written notice of termination from either Party; provided, however, that the obligations of the Receiving Party under this Agreement shall remain in effect for a period of [__] years from the date of termination."
['survival of obligations'],"The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first."
['return of confidential information'],"7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof."
['no solicitation'],"4. Each Party agrees that, for a period of one (1) year from the Effective Date hereof, neither it nor any of its affiliates will solicit for employment, directly or indirectly, any member of the other Party's senior management with whom it first had contact, or who was specifically identified to it, during the period of its evaluation of the Transaction; provided, however, that this paragraph will not prevent either Party from employing any person who contacts such Party on his or her own initiative without any direct or indirect solicitation by or encouragement from such Party."
['no licensing'],"Seller and Guarantor recognize that all such Confidential Information is and shall remain the sole property of the Buyer, free of any rights of Seller or Guarantor, and acknowledges that the Buyer and its Affiliates have a vested interest in assuring that all such Confidential Information remains secret and confidential."
['no licensing'],7. The Receiving Party agrees that all Confidential Information provided by the Disclosing Party shall remain the property of the Disclosing Party and no license or other rights in the Confidential Information is granted hereby.
['no licensing'],"All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option."
['inclusion of verbally conveyed information'],"Confidential Information means any information and documents (whether or not designated as confidential), including, without limitation, financial, tax, commercial, corporate, legal, technical, operational, management, business and other information and documents concerning the Target or any of their Affiliates, as well as any and all information and documents regarding the intended sale of the Target, that is directly or indirectly disclosed, furnished or made available, whether before or after the date hereof, in any way or by any means whatsoever (including, without limitation, in writing, orally or in electronic form), in a data room or elsewhere, to the Receiving Party or any employees of the Receiving Party, by any director, manager, agent, representative, advisor or employee of the Disclosing Party or any Affiliate of the Disclosing Party, in connection with the intended sale of the Target."
['limited use'],Each party agrees to use any Confidential Information of the other party solely for the Authorized Purpose and not for any third party’s benefit.
['notice on compelled disclosure'],"(e) is required to be disclosed pursuant to the order of a court of competent jurisdiction; or otherwise required to be disclosed by law through no act of the Recipient, provided, however, that the Recipient has notified the Discloser upon learning of the possibility that disclosure could be required pursuant to any such law or legal order and has given the Discloser a reasonable opportunity to contest or limit the scope of such required disclosure and has cooperated with the Discloser toward this end."
['confidentiality of agreement'],The Parties acknowledge that the provisions of this Agreement shall apply in respect of the content of any such discussions.
"['sharing with third-parties', 'sharing with employees']","(a) Subject to the restrictions set forth below in this Section 4, each Party may disclose the other Party’s Confidential Information to its directors, officers, employees, legal advisors, financial advisors and accountants, each bound by obligations of confidentiality consistent with this Agreement, who have a bona fide need to know (""Representatives""), but only to the extent necessary to carry out the Business Purpose."
['permissible post-agreement possession'],"Notwithstanding the foregoing, the Recipient and its Representatives may each retain copies of the Confidential Information for compliance with applicable laws, rules or regulations, bona fide data retention policies or to establish its rights under this Agreement."
['permissible post-agreement possession'],"Nothwithstanding the foregoing, a Receiving Party may retain a single archival copy of the received Confidential Information which may be used solely for legal evidentiary purposes in the event of a dispute arising under this Agreement."
['no licensing'],"Each Party acknowledges that all of the Disclosing Party’s Confidential information is owned solely by the Disclosing Party (and/or its licensors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain and for which monetary damages would provide an insufficient remedy."
['no licensing'],"5. All written data delivered by Owner to the Recipient pursuant to this Agreement shall be and remain the property of Owner, and all such written data, and all copies thereof, shall be promptly returned to Owner upon written request, or destroyed at Owner's option."
['survival of obligations'],"With respect to Limited Access Confidential Information (including any notes, copies or tangible embodiments thereof), the Receiving Party’s obligations under Section 2 shall apply in perpetuity (unless one or more of the exceptions set forth in subsections"
['permissible post-agreement possession'],(x) personnel whose functions are not primarily information technology in nature do not have access to such retained copies and
['return of confidential information'],"IX. The CONTRACTOR will return all documents, information, knowledge, samples and data provided in the course of the cooperation including all copies thereof to the PURCHASER."
['sharing with third-parties'],2. The Receiving Party shall not disclose Proprietary Information to a third party without the Disclosing Party's express written consent
"['permissible development of similar information', 'permissible acquirement of similar information']",Information does not include information that COMPANY can clearly demonstrate falls within any of the following:
['notice on compelled disclosure'],"If a subpoena, discovery request, Court order, Freedom Of Information Act Request, or any other request or demand authorized by law seeking disclosure of the Confidential Information, SSI, or PCII is received by the Designated Individual, individually or on behalf of the Contractor, the Designated Individual shall immediately notify the TJPA thereof in order to permit the TJPA to investigate the circumstances, prepare any appropriate documentation, seek to quash the subpoena, to seek a protective order, or to take such other action regarding the request as it deems appropriate; and the undersigned will fully cooperate in the TJPA’s efforts in this regard."
['no licensing'],Developer acknowledges that FDI owns the Sample Data and agrees not to challenge FDI’s ownership of the Data or the Sample Data.
['notice on compelled disclosure'],"(z) pursuant to any subpoena or other discovery request in any litigation, arbitration or other proceeding; provided, however, that if any of Valco and Brubaker proposes to disclose the information in accordance with"
['no solicitation'],"(A) director, officer or other senior or key employee of the Company or"
['notice on compelled disclosure'],"In the event Recipient becomes legally compelled to disclose any Proprietary Information, Recipient shall provide Discloser with prior written notice of such requirement as soon as Recipient becomes aware of such requirement, such that Discloser may seek a protective order or other appropriate remedy."
['permissible development of similar information'],- information independently developed by the Recipient;
"['sharing with third-parties', 'sharing with employees']","""Representative"" shall mean any officer, director, employee, contractor, agent, supplier, or advisor of its respective entity."
['confidentiality of agreement'],This information will be kept confidential.
['explicit identification'],Comparison with other O3120-1 1.0 RESTREINT UE
['permissible development of similar information'],(d) was independently developed by Recipient without use of Premisys' Confidential Information.
['notice on compelled disclosure'],"(iii) information that may be required by law or an order of any court, agency or proceeding to be disclosed, provided that such disclosure is subject to all applicable governmental or judicial protection available for like material, and I agree to provide the Company with prior notice of any such disclosure."
['confidentiality of agreement'],"Receiving Party will make no public announcement or other public statement concerning the existence of this Agreement or the Parties’ respective performances hereunder without the prior written consent of Disclosing Party, which may be withheld in Disclosing Party’s sole and absolute discretion, except as necessary to comply with applicable law or regulations."
['permissible acquirement of similar information'],"4.1.3 information that is received by one of the parties hereto from a third party after the effective date of this Non-disclosure Agreement, provided this third party has not violated any Non-disclosure Agreement;"
"['sharing with third-parties', 'sharing with employees']","(i) any of such information may only be disclosed to those of your directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other sources of financing (collectively, ""your representatives"") who need to know such information for the purpose of evaluating a Possible Transaction between you and the Company (it being understood that your representatives shall be informed by you of the confidential nature of such information and shall be directed by you, and shall each expressly agree, to treat such information confidentially in accordance with this Agreement),"
['inclusion of verbally conveyed information'],"• General revenue information and statistical data,"
['limited use'],Each Party agrees that its review and inspection of the Confidential Information shall be solely to determine whether the Parties desire to proceed with the Transaction.
"['sharing with third-parties', 'sharing with employees']","As a condition to such information being furnished to each party and its directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, ""Representatives""), each party agrees to treat any such nonpublic information concerning the other party (whether prepared by the disclosing party, its advisors or otherwise and irrespective of the form of communication) which is furnished hereunder to a party or to its Representatives by or on behalf of the disclosing party (herein collectively referred to as the ""Evaluation Material"") in accordance with the provisions of this Agreement, and to take or abstain from taking certain other actions hereinafter set forth."
['no licensing'],"(e) By making Confidential Information or other information available to a Recipient or a Recipient’s Representatives, a Disclosing Party is not, and shall not be deemed to be, granting (expressly or by implication) any license or other right under or with respect to any patent, trade secret, copyright, trademark or other proprietary or intellectual property right."
['inclusion of verbally conveyed information'],"(a) any and all information of whatever nature (including information in the form not only of written information but also information which may be transmitted orally, visually, graphically, electronically, or by any other means) relating to the Company, the Business, the Property, or the Transaction including, without limitation, information concerning any past, present, or future customers, suppliers or our technology, and any correspondence, internal business discussions, strategic plans, budgets, financial statements, records, reports, evaluations, notes, analyses, documents, engineering, trade secrets, know-how, data, patents, copyrights, processes, business rules, tools, business processes, techniques, programs, designs, formulae, marketing, advertising, financial, commercial, sales or programming materials, equipment configurations, system access codes and passwords, written materials, compositions, drawings, diagrams, computer programs, studies, works in progress, visual demonstrations, ideas, concepts, or any other documents or information pertaining in any way whatsoever to the Company;"
['permissible post-agreement possession'],"Notwithstanding the provisions of this Section 5, if Recipient receives a Termination Notice, it shall not be required to return or destroy Confidential Materials to the extent that, in the reasonable opinion of legal counsel for such party, such return or destruction violates any law or regulation; PROVIDED, HOWEVER, that in such event Recipient shall describe in its Compliance Certificate the extent to which it is not returning or destroying Confidential Materials."
['permissible development of similar information'],(d) is independently developed by LHT's personnel who have not had direct or indirect access to or knowledge of the Confidential Information;
['inclusion of verbally conveyed information'],"2. The Information shall include such proprietary and confidential information disclosed orally, by demonstration, or in writing at any time, and may include without limitation business plans, know-how, source code, algorithms, flow-charts, blueprints, and other information not readily available to the general public, whether or not protectable by patent, copyright or other forms of intellectual property law."
['notice on compelled disclosure'],"5. In the event that the Receiving Party or anyone to whom the Receiving Party transmits the Disclosing Party's Confidential Information pursuant to this Agreement becomes legally compelled to disclose all or any portion of the Disclosing Party's Confidential Information or to disclose the existence of Negotiations, the Receiving Party will provide the Disclosing Party with prompt notice thereof, so that the Disclosing Party may seek a protective order or other appropriate remedy."
['survival of obligations'],The obligations and restrictions relating to the disclosure and use of Proprietary Information shall however survive the termination of this Agreement for a period of seven (7) years.
['return of confidential information'],"Upon termination of this Agreement, all Confidential Information in the possession or control of a Participating Entity and its Representatives that received such information shall be returned to the Participating Entity that disclosed the information, including all copies of such information in any form whatsoever, unless otherwise instructed in writing by the Participating Entity that disclosed the information."
['inclusion of verbally conveyed information'],"(c) ""Confidential Information"" refers to all non-public information concerning itself, its affiliates and subsidiaries, which may include, but is not limited to"
['survival of obligations'],The Parties’ obligations under this Agreement shall survive indefinitely or to the longest extent permitted by the applicable laws.
"['survival of obligations', 'permissible post-agreement possession']",(b) of this Section 7 shall be held in compliance with the terms of this Agreement for a period of eighteen months from the date hereof.
['notice on compelled disclosure'],"In such event, such party shall use its best efforts to give advance notice to the other party."
['return of confidential information'],"The Recipient shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of"
['limited use'],Recipient recognizes the need for LSUK to disclose certain Confidential Information to be used solely for the purpose of evaluating any discussions in furtherance of this business relationship using an automated print on demand facility.
['permissible copy'],"Developer shall not reproduce any Sample Data in any form or store it in a retrieval system or database without FDI’s prior written consent, except as Developer reasonably may require for the Permitted Purpose."
['return of confidential information'],I will not take with me any such material or property or any copies thereof upon such termination.
['no reverse engineering'],"4.1.2 the SP will not use (except as permitted in 3 above) or disclose or divulge or copy or reproduce or publish or circulate or reverse or engineer and/or decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party to any other person or entity; and the SP shall take all such steps as may be reasonably necessary to prevent FP's confidential information failing into the hands of unauthorised persons or entities;"
['inclusion of verbally conveyed information'],"(""HUCOM"") concerning the VASCO SmartCard Reader, AccessKey, Digipass and software products."
['permissible acquirement of similar information'],(c) is lawfully received by the Receiving Party from a third party (other than the Disclosing Party) having rights to disseminate without restriction such information and such information is received by the Receiving Party from such third party without notice to the Receiving Party of any restriction against its further disclosure;
"['explicit identification', 'inclusion of verbally conveyed information']","Such Confidential Information shall be identified in writing and marked ''Confidential'' by the disclosing party or, if first presented orally or visually, shall be reduced to writing, the writing marked ''Confidential'' by the disclosing party and delivered to the receiving party within twenty (20) days of the oral or visual disclosure."
['notice on compelled disclosure'],ii. Notify WECC as soon as reasonably possible of any request for the Non-Public Information; and
['notice on compelled disclosure'],"7. In the event that the Receiving Party or any of its Representatives are requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information or any other information concerning the Disclosing Party or the Evaluation, the Receiving Party shall provide the Disclosing Party, unless prohibited by law, with prompt notice of such request or requirement in order to enable the Disclosing Party"
"['sharing with third-parties', 'sharing with employees']","Auditor shall restrict disclosure of such Confidential Information to its employees and/or consultants with a need to know (and advise such employees and/or consultants of the obligations assumed herein), shall use the Confidential Information only for the purposes set forth in the Agreement, and shall not disclose such Confidential Information to any affiliates, subsidiaries, associates and/or third party without prior written approval of the Auditee."
['no solicitation'],"Neither Recipient will, within twelve (12) months from the date of this Agreement, directly or indirectly solicit the employment or consulting services of or employ or engage as a consultant any of the officers of Provider or any other employees or contractors of the Provider engaged in evaluating the Potential Transaction or information about whom has been provided to Recipient in connection with evaluating the Potential Transaction, so long as they are employed by the Provider and for six months after they cease to be employed by Provider."
['confidentiality of agreement'],"(i) disclose to any other person that it has received Confidential Information from the other Party, or"
['no licensing'],"All Confidential Information provided by HPAC and any copies made thereof shall remain the sole property of HPAC and shall be returned or destroyed, at the option of HPAC, upon three (3) days' written notice to LHT."
['survival of obligations'],"Notwithstanding the termination, each party shall continue to fulfill its obligations hereunder for a period of five (5) years thereafter."
['permissible post-agreement possession'],"Notwithstanding the foregoing, Receiving Party may retain one copy in a confidential file for archival purposes."
['inclusion of verbally conveyed information'],"The Company undertakes to consider as confidential any confidential, private, internal information, trade secret or other classified information, materials or samples that The Company receives, sees, hears or that it studies in writing or learns about in some other way in connection with the Project, and that relates to the Client or any of its affiliates or subsidiaries, irrespective of whether such information, such materials or samples were received from the Client, its affiliates or subsidiaries or from third parties on the Client’s instructions (hereinafter the ""Confidential Information"")."
['inclusion of verbally conveyed information'],"WHEREAS AMDOCS (or any of its affiliated companies) is the owner and/or author of and/or has the right to license certain valuable proprietary routines, computer programs, documentation, trade secrets, systems, methodology, know-how, marketing and other commercial knowledge, techniques, specifications, plans and other proprietary information, whether in oral, written, graphic, electronic, or any other form or medium whatsoever, including any related ideas and look-and-feel, which are referred to in this Agreement as ""the AMDOCS Proprietary Information""; and"
['no licensing'],"5.1 All Confidential Information shall remain the property of the party disclosing it, which reserves all rights in its Confidential Information."
['confidentiality of agreement'],"(i) the fact that the Information has been made available to or is being inspected or evaluated by the receiving party,"
"['confidentiality of agreement', 'sharing with third-parties', 'sharing with employees', 'limited use']","2. The Receiving Party agrees, except as required by law, to:"
['permissible acquirement of similar information'],"(i) Information that at the date of disclosure to you or your Representatives is publicly known or at any time after that date becomes publicly known or otherwise becomes available to you (otherwise than as a consequence of any breach of this agreement by you (or would constitute a breach by your Representatives, if they were a party) or which you know (or ought reasonably to have known having made reasonable enquiry) to have been disclosed in breach of any duty of confidentiality owed to us or any member of our Group);"
['survival of obligations'],"Also, the terms of this Agreement shall survive the termination of discussions between the Parties regarding a potential relationship between the Parties."
['permissible post-agreement possession'],"Upon the request of the Disclosing Party in its sole discretion and for any reason, the Receiving Party will as directed by the Disclosing Party promptly (and in no event later than five business days after the request therefor) deliver to the Disclosing Party or destroy all Evaluation Material and Discussion Information (and any copies thereof) and cause its Representatives to do the same and the Receiving Party shall provide the Disclosing Party with written confirmation of destruction; provided that outside counsel to the Receiving Party may retain one copy of the Evaluation Material in confidential restricted access files for use only in the event a dispute arises between the parties hereunder and only if reasonably related to such dispute."
['limited use'],"Except as otherwise provided in this Agreement, Data Recipient shall not, at any time, directly or indirectly disclose, share, give, loan, sell, or otherwise grant access to the Data provided pursuant to this Agreement, in part or in whole, to any other person or organization."
"['return of confidential information', 'permissible post-agreement possession']","Upon receipt by DOHMH of such notification that return or destruction of the Data is infeasible, Data Recipient shall extend the protections of this Agreement to such Data and limit further uses and disclosures of such Data to those purposes that make the return or destruction infeasible, for so long as Data Recipient maintains such Data."
['no licensing'],"(b) Disclosing Party reserves the right, in its sole discretion, to change the procedures relating to its consideration of the Transaction at any time without prior notice to Receiving Party or any other person, to reject any and all proposals made by Receiving Party or any of its Representatives with regard to the Transaction, and to terminate discussions and negotiations with Receiving Party at any time and for any reason; and"
['notice on compelled disclosure'],"Clause 2.1, the Receiving Party shall not be prevented from disclosing Confidential Information, where"
['limited use'],"1. The Party receiving Proprietary Information (the ""Recipient"") and its Representatives will protect all Proprietary Information received under this Agreement from any disclosure to third parties or the use of such Proprietary Information beyond that allowed under this Agreement, in each case, in accordance with this Agreement, and will not engage in such disclosure or use without the prior express written permission of the Party disclosing such information (the ""Disclosing Party"")."
['inclusion of verbally conveyed information'],"5.1. technical, commercial or financial information;"
['survival of obligations'],The termination of this Agreement or the completion of the Business Purpose for any reason shall not affect the obligations set out in this Agreement.
['limited use'],"i) Recipient shall not use the Confidential Information for any purpose except to evaluate and prepare a response to RFP CSP903918 for a Pharmacy Benefits Manager (PBM) for the Bureau of Workers’ Compensation Pharmacy Program, issued by DAS on behalf of Discloser, as contemplated by this Agreement."
['survival of obligations'],13. The obligation of each of COMPANY and XPLORE to comply with the provisions contained herein shall continue for a period of four(4) years commencing upon the date hereof.
['return of confidential information'],"In any such case or upon any other termination of this Agreement, the Receiving Party will immediately:"
['confidentiality of agreement'],"Each party agrees not to publicize or disclose the existence or terms of this Agreement to any third party without the prior consent of the other party except as required by law (in which case, the party seeking to disclose the information shall give reasonable notice to the other party of its intent to make such a disclosure)."
['permissible acquirement of similar information'],"(d) is disclosed to the Receiving Party by a third party, to the Receiving Party’s knowledge, not bound by any duty or obligation of confidentiality on a non-confidential basis."
['survival of obligations'],"5. The obligations of the Receiving Party with respect to the preservation and nondisclosure of the Confidential Information under this Agreement shall remain in full force and effect without being limited in time, except for cases when the Disclosing Party provides its written consent as to any reduction of said term."
['no licensing'],Recipient agrees that all Confidential Information received is and will remain the sole property of Discloser.
['confidentiality of agreement'],"Except as set forth elsewhere in this Agreement, each of the parties hereby acknowledges and agrees that, without the other party’s prior written consent, it will not disclose to any third party the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, or that discussions are taking place concerning the Possible Transaction or any of the terms, conditions or other facts with respect thereto."
['no licensing'],The Confidential Information disclosed shall at all times remain the property of PHCS.
"['permissible development of similar information', 'permissible acquirement of similar information']","Therefore, this Agreement is not to be understood or construed as a promise by XPLORE that it will not develop products (or have products developed for it) that, without violating this Agreement, compete with the products or systems contemplated or described in COMPANY Information."
['permissible acquirement of similar information'],(d) is or has been lawfully disclosed by a third party to the Receiving Party without an obligation of confidentiality; or
['permissible development of similar information'],"For the avoidance of doubt, nothing in this Section 8 is intended to relieve either party from any of its obligations of confidentiality contained in this Agreement."
['survival of obligations'],(j) All obligations created by this Agreement shall survive change or termination of the parties' business relationship.
['survival of obligations'],5. The obligation of the client set forth in this NDA shall terminate 2 years after its creation and shall remain effective in the event that the Client terminates its co-operation with Vladi Private Islands.
['survival of obligations'],"The Recipient's obligations shall survive until the Proprietary Information has been returned, destroyed in accordance with written instructions or covered by a subsequent agreement between CELERITY and UNISYS for the contemplated services."
"['none-inclusion of non-technical information', 'inclusion of verbally conveyed information']","The term ""Confidential Information"" shall include and mean any and all information, data, product plans, diagrams and know-how programs furnished at any time by the Disclosing Party or by any of its affiliates to the Receiving Party; whether in oral, written, graphic or machine-readable form, including but not limited to current or projected components, parts, software, hardware, technical and other data, research material, inventions, discoveries, designs, drawings, concepts, procedures, uses of materials, ideas, diagrams, marketing plans, brochures, photographs, processes, combinations, test equipment, test data, specifications, operational data, models, prototypes, materials, methods and techniques."
"['permissible development of similar information', 'permissible acquirement of similar information']",b. The restrictions set forth herein shall not apply with respect to information designated by Discloser as Confidential which:
['survival of obligations'],This agreement shall be deemed to have commenced upon the date of last signing hereof and it shall continue to bind the parties for 3 (three) years after its termination.
['permissible development of similar information'],(d) independently developed by Recipient without the use of any Confidential Information; or
['survival of obligations'],Both parties’ obligations of confidentiality shall continue for a period of three (3) years following the last disclosure of Confidential Information.
['no licensing'],"Nothing in this Agreement or the disclosure of Confidential Information expressly or implicitly grants or confers on Recipient any right, title or interest in or to the Confidential Information or other property of the Disclosing Party other than the limited rights to receive, access, possess and use such information solely for the Purpose in accordance with this Agreement."
"['no licensing', 'inclusion of verbally conveyed information', 'sharing with third-parties', 'sharing with employees']","2. The Confidential Information shall remain the property of the [Company Name] and shall not be dis-closed or revealed to anyone except to [Company Name], its agents, licensees, successors and as-signs."
['limited use'],"(a) make use of any of the Provider’s Confidential Information (as defined in Section 12 below), except for the specific purpose of considering, evaluating and negotiating a Transaction between the Parties; or"
['permissible copy'],"2.4. The Confidential Information shall not be mechanically copied or otherwise reproduced by the Recipient without the express prior written permission of the Discloser, except for such copies as the Recipient may be required to provide the Subject Matter."
['limited use'],B. The Supplier agrees that it may only access and interact with any Confidential Information made available to it to the extent necessary for it to perform the Services.
['permissible development of similar information'],"(iv) is or has been developed independently by employees, consultants or agents of the Recipient (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Information pertaining to the Discloser."
['no solicitation'],"For a period of twelve (12) months from the date of this Agreement, each party agrees that it will not, directly or indirectly (including through its Representatives), solicit for employment any employee of the other party or its subsidiaries who such party comes in contact with, or is introduced to, or is discussed as a key employee, in connection with a Transaction; provided, however, that the foregoing shall not be deemed to prohibit"
['survival of obligations'],"Following termination of this agreement, confidentiality shall still be maintained for two years following the termination of this Agreement."
['permissible post-agreement possession'],"If compliance with the foregoing would violate any applicable law or regulation, then such information may be retained provided that it is not used for any purpose other than to evidence the Recipient’s compliance with such law or regulation, and such retained information must be maintained in confidence as set forth in this Agreement."
['notice on compelled disclosure'],"5.7 required by any judicial or governmental authority, provided that the Receiving Party shall take reasonable steps to give the Disclosing Party sufficient prior notice in order to contest any request, requirement or order made by such judicial or governmental authority for the Confidential Information."
['confidentiality of agreement'],"(c) the existence and terms of this Agreement, and the fact that information of the type referred to in clause ""(a)"" of this sentence has been made available to the Recipient or any of its Representatives; and"
['limited use'],All Confidential Information contained in the membership database may be used by the Receiving Party exclusively for conducting the business of the Society.
['permissible acquirement of similar information'],(d) is obtained by Institution from a third party that has not breached any obligations of confidentiality.
['sharing with third-parties'],"A. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties, any rights, remedies, obligations, or liabilities whatsoever."
['permissible acquirement of similar information'],"(i) is in the possession of, or becomes available to, the receiving party on a non-confidential basis, as shown by the receiving party’s files and records, and such information was received from a source not known by the receiving party to be bound by any obligation not to disclose the information,"
"['confidentiality of agreement', 'sharing with third-parties', 'sharing with employees']","You will not, and will direct your Representatives not to, disclose to any person (except"
['survival of obligations'],"The duties and obligations of Kennedy, with respect to any rights accruing to Company under this Agreement during the term of the Restricted Period and thereafter, shall survive any termination of the Restricted Period."
['permissible post-agreement possession'],"Upon the written request (email is permissible) of Provider for any reason, Recipient will, and will direct its Representatives to, within ten business days after receipt of such notice or request, destroy or return all Evaluation Materials except to the extent stored as automated electronic ""back-up"" data in the ordinary course of business."
"['permissible development of similar information', 'permissible acquirement of similar information']",shall not include information that
['permissible development of similar information'],(iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System.
"['sharing with third-parties', 'sharing with employees']",b. disclose the Confidential Information to any third party except:
['limited use'],"The Receiving Party agrees that the Confidential Information shall be used solely for the purpose of Partner’s submission of its Application for evaluation by ADP for the potential sale of, promotion of, access to and/or marketing of, such Application in the ADP Marketplace to Prospects through the ADP Marketplace, and for no other purpose."
"['permissible development of similar information', 'permissible acquirement of similar information']",3. Inapplicability of Restrictions.
['no licensing'],"5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights."
['inclusion of verbally conveyed information'],"__________________________________________ , which is entered for the purpose of setting forth the basis under which each party will furnish and or disclose to the other party certain data, which may include sensitive, confidential member information, documentation and other technical, business and marketing information, in written, oral, graphic, electronic or other tangible form or through site surveys or visits, including but not limited to, each individual’s specialty networks, licensing/service agreements, technological and trade secrets connected thereto (collectively, the ""information"")."
['inclusion of verbally conveyed information'],"""Confidential Information"" shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not."
['no licensing'],"3. The Information of each party is and shall remain that party’s sole, exclusive and valuable property."
['no reverse engineering'],"(iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of this Agreement, except as expressly permitted by applicable law."
['limited use'],"(ii) not to use the Confidential Information for any purpose (including but not limited to any competitive or commercial purpose) other than in relation to the PR activities as contemplated under any other written agreement between the parties which references this Agreement, and"
"['permissible development of similar information', 'permissible acquirement of similar information']",(iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or
['limited use'],3.1.1 not use the Confidential Information except for the Purpose;
"['sharing with third-parties', 'permissible copy', 'sharing with employees']","The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction."
['limited use'],"6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party."
['permissible acquirement of similar information'],(b) was acquired by Recipient by proper means without restriction as to use or disclosure BEFORE receiving such information from Premisys;
['permissible acquirement of similar information'],(iii) is rightfully received by Recipient from a third party without violation of any duty of confidentiality;
['no licensing'],"8. Neither this Agreement nor the disclosure of any information by the Disclosor shall be deemed to constitute by implication or otherwise, a vesting of any title or interest or a grant of any license, immunity or other right to the Recipient with regard to the Confidential Information."
['limited use'],Each party wishes to disclose to the other party Confidential Information in relation to the Purpose.
['survival of obligations'],"The Parties specifically agree that the confidentiality obligations set forth in this Agreement shall remain in effect for a period of five (5) years from the date of this Agreement, despite any termination of this Agreement."
['permissible copy'],"Except as may be necessary for the discussion and exploration of the Purpose, OCERA and COMPANY each agrees that it will make no copies, photocopies, facsimiles, or other reproductions of any documents, drawings, electronic data or the like containing the other party’s Proprietary Information."
['no licensing'],"Neither the execution of this Agreement nor the furnishing or disclosing of any Confidential Information hereunder shall be construed as an assignment or transfer, either expressly or by implication, estoppel or otherwise, or as granting any express or implied rights or license to the RECIPIENT to, or under any patents, patent applications, inventions, design rights, copyrights, trademarks, trade secret information, or other intellectual and/or industrial property right of any kind now or hereafter owned by or controlled or possessed by DISCLOSING PARTY."
['inclusion of verbally conveyed information'],"a) ""Confidential Information"" means all information both tangible and intangible of a Disclosing Party which relates, respectively, to the above identified subject matter, including, but not limited to, trade secrets, business and technical information and data, disclosed orally, visually, in writing, electronic media or by any other means, and that is marked in accordance with this Section 1."
['no licensing'],All Confidential Information including the copies made thereof is the sole property of the Disclosing Party and shall be promptly returned to the Disclosing Party or destroyed upon written request by the Disclosing Party.
"['sharing with third-parties', 'sharing with employees']","The Recipient will not disclose any Confidential Information to third parties except those directors, officers, employees, consultants and agents of Recipient who are required to have the information in order to carry out the purpose set forth in Section 1 of this Agreement."
['inclusion of verbally conveyed information'],"Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;"
['notice on compelled disclosure'],"Notwithstanding Sub-clause 1.1, the obligations undertaken by a Party under this Agreement to maintain confidentiality shall not apply to the extent that the Party is or becomes under an obligation to disclose Confidential Information"
['notice on compelled disclosure'],"If a Receiving Party is legally required by court order, law, or other governmental regulation or authority to disclose certain Confidential Information received from a Disclosing Party, such disclosure may be made only after giving written notice to Disclosing Party of such legal requirement so that Disclosing Party may object to such disclosure and seek a protective order; and in any event, the disclosure shall be limited to only that portion of the Confidential Information which is legally required to be disclosed."
['limited use'],(b) Recipient may use the Confidential Information only in connection with the performance of the Agency Sales and Marketing Services with Distributor.
['inclusion of verbally conveyed information'],"1. For purposes of this Agreement, company confidential and/or proprietary information, hereinafter called Proprietary Information, shall be construed to mean any information, whether disclosed in writing, orally or otherwise, that the disclosing party considers to be material to its business operations (and for CAE, as applicable, the business operations of its direct and indirect subsidiaries and affiliated companies/entities (the ""CAE Group""), including, without limitation, any commercial, financial, technical, and/or marketing information, business and/or strategic plans, wage and salary information, trade secrets, data, concepts, computer programs, software, designs, product specifications, drawings, processes, know-how, inventions and ideas, and any information relating to its customers, suppliers, employees or contractors."
['return of confidential information'],"Upon the termination by either party of discussions concerning the Purpose of this Agreement, or sooner if so requested by the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy all Confidential Information, including all copies of the same."
"['sharing with third-parties', 'sharing with employees', 'limited use']","Employee shall not, directly or indirectly, use any Confidential Information for any purpose other than the benefit of a Banking Organization, and shall not directly or indirectly, disclose, communicate, deliver, exhibit or provide any Confidential Information to any Person, except other Employees or Agents of a Banking Organization who have a need to know such Confidential Information for a proper corporate or business purpose, as required in the normal course of Employee’s service as an employee."
"['sharing with third-parties', 'sharing with employees']","4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4."
"['permissible development of similar information', 'permissible acquirement of similar information']",(a) Which is independently developed by Auditor or lawfully received from another source free of restriction and without breach of this Agreement; or
"['sharing with third-parties', 'sharing with employees']","(c) not to disclose any of the disclosing party’s Confidential Information to anyone, except those employees, consultants or representatives of the receiving party or its Affiliates who have a ""need to know"" the information for the Purpose and who have signed confidentiality agreements or are otherwise bound by confidentiality and non-use obligations at least as restrictive as those contained herein; and"
['inclusion of verbally conveyed information'],"(a) The term ""Confidential Information"" shall include, without limitation, all information and materials, furnished by either Party to the other in connection with Auditee products and services including information transmitted in writing, orally, visually (e.g. video terminal display) or on magnetic media, and including all proprietary information, customer & prospect lists, trade secrets, trade names or proposed trade names, methods and procedures of operation, business or marketing plans, licensed document know-how, ideas, concepts, designs, drawings, flow charts, diagrams, quality manuals, checklists, guidelines, processes, formulae, source code materials, specifications, programs, software packages, codes and other intellectual property relating to Auditee products and services."
['permissible copy'],"Unless otherwise agreed to in writing by the disclosing party, the receiving party agrees"
['permissible acquirement of similar information'],(c) was rightfully received from a third party who is under no obligation of confidence to the receiving Party;
['return of confidential information'],"2. Upon the termination of the services to be performed by the undersigned (or earlier if requested by Goldman Sachs), the undersigned shall return to Goldman Sachs all copies of documents, papers or other material relating to Goldman Sachs or obtained or developed in the course of performing services for Goldman Sachs, or containing or derived from Confidential Information which are in the undersigned's possession, together, if requested by Goldman Sachs, with a certificate signed by the undersigned, in form and substance satisfactory to Goldman Sachs, to the effect that all such Confidential Information has been returned."
['no licensing'],"Each of the parties hereto further acknowledges that the other party has not granted and does not grant in this Agreement any license to the other party under any patent, copyright, trade secret or other proprietary right to use or reproduce any Proprietary Information of such party other than for the conduct of the Purpose."
['confidentiality of agreement'],"14. Each party agrees to keep the existence and terms of this Agreement, and that the parties are having discussions related to the Opportunity, strictly confidential, and will not disclose the existence or terms of this Agreement, or that such discussions are taking place, to any third party without the prior written consent of the other party."
['no reverse engineering'],"The Participant may not alter, modify and/or disassemble any Confidential Information or merge Confidential Information with any of its existing information or databases unless expressly permitted for the above purpose(s) or with the prior written approval of KWSH."
['permissible development of similar information'],"(iii) was independently developed by or for the Receiving Party without reference to or use of Confidential Information received from the Disclosing Party,"
['inclusion of verbally conveyed information'],"(b) all of ISCA’s plans, models, proposals, ideas, functionalities, workflow, work processes, network and system information, including those relating to the Services;"
['permissible acquirement of similar information'],"8.4 Residuals: Notwithstanding anything in this Section 8 to the contrary, subject to any applicable statutory intellectual property rights applicable to patents, trademarks or copyrights, either Party may use ""Residuals"" for any purpose, including without limitation, for use in development, manufacture, promotion, sale and maintenance of its products and services; provided, however, that this right to Residuals does not represent a license under any patents, copyrights or trademarks of the Disclosing Party."
['notice on compelled disclosure'],"A Receiving Party may disclose Confidential Information pursuant to a request by an applicable regulatory authority, or if they are required by law or pursuant to an order of a court of competent jurisdiction to disclose Confidential Information, provided, however, in such event the Receiving Party shall"
['no licensing'],"All tangible information, including drawings, specifications and other information furnished hereunder shall remain the property of Discloser."
['permissible development of similar information'],(4) information which the receiving party develops independently of the disclosure and such independent development can be shown by documentary evidence maintained contemporaneously with such development; or
['survival of obligations'],(i) 5 (five) years after the last date defined in clause 3.2 or
['survival of obligations'],"Upon Agreement termination, all obligations of confidentiality shall survive and continue to bind Recipient in accordance with their terms."
['permissible acquirement of similar information'],"(c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not prohibited from transmitting such information by a contractual, legal, or other obligation, or"
['permissible post-agreement possession'],"(c) the receiving party shall not be under any obligation to erase or destroy any Confidential Information retained through routine back-up archival electronic storage in the ordinary course of business until the next regularly-scheduled time at which time such information wil1 be erased or destroyed, provided that"
"['permissible development of similar information', 'permissible acquirement of similar information']","Confidential Information does not include, or shall cease to include, information or material that the Recipient can demonstrate by then-contemporaneous written records:"
"['sharing with third-parties', 'sharing with employees']","(i) shall limit access to all Confidential Information to its employees, agents, representatives, consultants and contractors who shall reasonably require access to the Confidential Information for the purpose set forth above and to third party vendors for the purpose of obtaining price quotations,"
['no licensing'],"2.4 Both, the Agency and the Contractor agree that all Proprietary Information shall remain the property of the owner and that any Intellectual Property Rights subsisting in and protecting the Proprietary Information are owned and licensed as set out in the Contract and nothing in this agreement shall grant, convey or transfer to the Contractor, an Authorised Person, Agency Authorised Person or any company, firm or person any right, title, licence or interest in such Proprietary Information."
['survival of obligations'],"8. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement."
['return of confidential information'],"Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or"
['survival of obligations'],The parties agree that the obligations pertaining to confidentiality and use of the Evaluation Material set forth in sections
['explicit identification'],Technologies draft Report
['inclusion of verbally conveyed information'],"(a) As used in this Agreement, the ""Confidential Information"" of the Disclosing Party shall mean all information concerning or related to the business, operations, financial condition or prospects of the Disclosing Party or any of their respective Affiliates, regardless of the form in which such information appears and whether or not such information has been reduced to a tangible form, and shall specifically include"
"['survival of obligations', 'inclusion of verbally conveyed information']",Any oral Confidential Information will continue to be subject to the terms of this Agreement.
['confidentiality of agreement'],"3.1.4.7. the fact that discussions and/or negotiations are taking place (and, in the event of their termination, have taken place) and the content of those discussions and/or negotiations."
['no licensing'],"4.1. Neither this Agreement, nor either Party’s performance under this Agreement, will transfer to the Recipient, or be construed to grant the Recipient, any proprietary right, license title, interest, licence or claim in or to any of the Confidential Information, other than the right to use the same strictly for the Subject Matter in accordance with the terms of this Agreement."
"['survival of obligations', 'limited use']","Notwithstanding the termination of this Agreement for any reason, the Receiving Party shall not use the Confidential Information for purposes of competing with the Disclosing Party."
['inclusion of verbally conveyed information'],"For the purposes of this Agreement ""Confidential Information"" means all information concerning or provided by the disclosing Party (""Disclosing Party"") to the receiving Party (""Receiving Party"") or its Representatives (whether in writing, or in oral, graphic, electronic or any other form and including information made available or furnished prior to the date hereof) that is reasonably understood by the Receiving Party from the context of disclosure or from the information itself, to be confidential, and any report, analysis, compilation, study, interpretation, forecast, model, interpretation, third-party agreements or materials, trade secrets, customer and supplier information, product information, product roadmaps, records, memoranda or other material prepared or maintained by the Receiving Party, in whatever form (whether documentary, computer storage or otherwise) to the extent containing, reflecting, derived from, based upon or referring to, in whole or in part, any such information."
['permissible acquirement of similar information'],b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information;
['permissible development of similar information'],c) is developed by the Member independent of any Confidential Information or Proprietary Information.
['explicit identification'],Document Title Document Issue Classification
['sharing with employees'],This Agreement does not preclude discussions of Confidential Information between the undersigned and FNHA staff or with any other persons identified by FNHA as having undertaken this Agreement.
['permissible acquirement of similar information'],(ii) Information which the receiving Party obtains from a third party having a lawful right to disclose said information
['return of confidential information'],"Upon termination or expiry of this Agreement, the Recipient"
['sharing with employees'],"The Receiving Party may disclose in confidence Confidential Information to any of its Affiliates and employees, in which event the Affiliate and employee shall be entitled to use the Confidential Information but only to the same extent the Receiving Party is permitted to do so under this Agreement."
['no licensing'],"The parties agree that any Confidential Information revealed to the other by the Disclosing Party remains the exclusive property of the Disclosing Party and its successors and assigns, unless otherwise expressly provided in writing signed by an authorized representative of the Disclosing Party."
['notice on compelled disclosure'],"6. Recipient may disclose the Company’s Confidential Information if and only to the extent that a disclosure is required by applicable law, provided that Recipient uses reasonable efforts to limit the disclosure by means of a protective order or a request for Confidential/Attorneys’"
['sharing with employees'],"Receiving Party agrees not to disclose any Con-fidential Information to third parties or to its employees, except to those employees who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship."
['permissible acquirement of similar information'],"(iv) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information,"
['limited use'],It is contemplated that Confidential Information (as defined herein) will be transferred from Discloser to Recipient in connection herewith and that Confidential Information shall be used by Recipient only for purposes of evaluating whether it might have interest in discussing Business Opportunities with Recipient.
['limited use'],(a) with the prior written consent of the other party;
['permissible copy'],"[Make only such limited number of copies of the Confidential Information as are required for the Permitted Purpose, and provide those copies only to Authorised Persons];] and"
['survival of obligations'],"9. The obligations undertaken by each party pursuant to this Agreement shall remain in effect for three years from the last date of disclosure of Confidential Information, and shall survive any termination or expiration hereof."
"['explicit identification', 'inclusion of verbally conveyed information', 'sharing with third-parties']","WHEREAS, the Parties (which shall include only employees and directors of each Party but shall not include agents, representatives, consultants, or financial advisors, unless disclosure to any such non-employee or non-director has been approved prior to disclosure by the Disclosing Party) are willing to exchange with each other pursuant to this Agreement business and technical information that is"
['survival of obligations'],"The Parties agree that the obligations of the Receiving Party under this Agreement shall survive and continue to be in force notwithstanding the termination of this Agreement or the conclusion of any contractual arrangement between the Parties in relation to the Purpose, until such time as the Confidential Information shall come into public domain other than through a breach of the terms of this Agreement, so that the obligations of confidentiality herein no longer apply."
['limited use'],"All Confidential Information disclosed by the Disclosing Party shall be used, consumed, utilised and acted in whatever ways by the Receiving Party solely and strictly for the Purpose, and each disclosure of Confidential Information may be recorded by the Personnel in Charge of each Party."
['notice on compelled disclosure'],"In the event that the Recipient is required to disclose Confidential Information pursuant to a requirement or request by operation of law, regulation or court order or rules governing a securities exchange on which the Recipient is listed or about to be listed, it will –"
['limited use'],The Recipient shall use the Confidential Information provided by the Disclosing Party solely for the Purpose and for no other purpose.
['no licensing'],"6. All intellectual property rights associated with the Confidential Information, including without limitation, patent, trademark, copyright, trade secret rights, and moral rights shall remain in the disclosing party."
['confidentiality of agreement'],"8. CONSULTANT further agrees that it shall not, without the prior written consent of NYNEX, make any news release, public announcement, or denial or confirmation of all or any part of the discussions or negotiations, or in any manner advertise or publish the fact that the parties have entered into discussions or negotiations with each other, or disclose any details connected with such discussions or negotiations to any third party, including any disclosure with respect to this Non-Disclosure Agreement, the negotiations culminating herein, or any phase of any program hereunder."
['survival of obligations'],"Recipient understands that its obligations under Paragraph 2 (""Nondisclosure and Nonuse Obligations"") shall survive the termination of any other relationship between the parties."
['notice on compelled disclosure'],"In the event that Recipient is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or by any law, rule or regulation of any governmental agency or regulatory authority) to disclose any of the Confidential Information, Recipient shall provide the Company with prompt written notice of any such request or requirement prior to such disclosure so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement."
"['sharing with third-parties', 'sharing with employees', 'limited use']",1. The Parties and their Representatives
['permissible development of similar information'],"E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or"
"['sharing with third-parties', 'sharing with employees']","The Recipient will maintain the strict confidentiality of any Evaluation Material provided to it or any of its Representatives by the other Party or any of the other Party's Representatives and will not disclose any part of it to any other person; provided, however, that it may disclose any such Evaluation Material or portions thereof to those of its Representatives who need to know such information in order to assist the Recipient in evaluating the advisability of entering into the Possible Transaction and it may disclose any such Evaluation Material in accordance with Paragraph 5 hereof."
['permissible acquirement of similar information'],(c) information made available to the Recipient from other sources without obligation of confidentiality.
['notice on compelled disclosure'],"If any party becomes legally compelled to disclose Confidential Information of the other, the party so compelled shall promptly notify the other party and shall cooperate with the other party in securing a protective order or any similar action taken to maintain the confidentiality of such Confidential Information."
"['permissible development of similar information', 'permissible acquirement of similar information']","The term Information will not, however, include information which"
['permissible post-agreement possession'],"Recipient may retain one archival copy of such Confidential Information for the sole purpose of establishing the extent of the disclosure of such Confidential Information, provided that such information is not used by Recipient for any other purpose and is subject to the confidentiality requirements set out in this Agreement."
['notice on compelled disclosure'],"In the event that a Party or anyone to whom it discloses the Confidential Information provided to it by or on behalf of the Disclosing Party receives a request to disclose all or any part of the Confidential Information provided to it by or on behalf of the Disclosing Party pursuant to applicable law or regulation or under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, such Party shall (provided that such is legally permitted)"
['notice on compelled disclosure'],(iii) where the recipient is ordered by a court of competent jurisdiction to do so or there is a statutory obligation to do so except that the recipient shall use all reasonable endeavours to first inform the disclosing party in writing before any disclosure under such order or obligation is made; and
['limited use'],2.2 Restricted Use. Confidential Information provided by the Company in accordance with this Agreement is for MARIPOSA’s use in the manufacture of the Company’s products only.
"['sharing with third-parties', 'sharing with employees', 'limited use']",Each party understands and agrees that it will be disclosing to the other party and/or its Representatives under this Agreement
['no licensing'],"IV. The CONTRACTOR must neither assert copyrights or other rights on documents, information, knowledge and data based on documents, information, knowledge and data which is put down to the PURCHASER, nor make or have made objects for himself or third parties, in which or upon the manufacture of which documents, information, knowledge, samples and data by the PURCHASER directly or indirectly are used, unless the PURCHASER has given written approval explicitly beforehand."
['permissible post-agreement possession'],(b) certify by letter signed by an authorized signatory of the Receiving Party that the items referred to in clause .6.1(a) have been destroyed or erased; or
"['sharing with third-parties', 'sharing with employees']","1.1. ""Authorized Persons"" means a person or entity that a Party or a Party’s Group Company authorizes to access the Confidential Information for the Purpose, and who is bound by confidentiality terms at least as protective of the Confidential Information as this Agreement."
['permissible acquirement of similar information'],iii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information;
['permissible development of similar information'],"(v) is independently developed by Recipient without use of or reference to Owner’s Confidential Information, as shown by documents and other competent evidence in Recipient’s possession."
['inclusion of verbally conveyed information'],"That all information, data, and materials furnished, either orally or otherwise by LSUK shall be considered ""Confidential Information,"" which includes all technical and non-technical information concerning the past, present, and future business practices and/ or plans to include, without limitation, LSUK's highly proprietary automated print on demand book manufacturing process, its processes, features, functions, performance, components, subsystems, use, technology (whether owned or licensed), intellectual property, resources, research, innovations, products or service offerings, strategic partners, techniques or processes, software, patent applications, inventions, trade secrets, designs, drawings, engineering, hardware configuration information, marketing, strategies, or studies and all tangible and intangible property of any kind, whether conveyed in writing or orally by LSUK or its representatives to Recipient."
['sharing with employees'],"(1) a Market Function Employee as defined by the FERC Standards of Conduct, or"
"['sharing with third-parties', 'sharing with employees']","(c) above, the Receiving Party shall ensure that each recipient thereof is made aware of the confidential nature of the Confidential Information and the Receiving Party shall assume full responsibility for the actions of its Affiliates, employees and officers and professional advisors."
['no solicitation'],"(vi) solicit any employee of Heritage, HBC or the Affiliated Companies to leave employment and become affiliated with any Competitor;"
['return of confidential information'],"(1) is not possible, at ISCA’s option, destroy, erase, delete, or securely dispose of such Confidential Information,"
['permissible post-agreement possession'],"Notwithstanding the foregoing, the Receiving Party and its Representatives may retain (subject to the terms of this Agreement) copies of the Confidential Information to the extent that such retention is required by applicable law or regulation."
['confidentiality of agreement'],"(a)-(c) being referred to herein as ""Transaction Information"")."
['permissible development of similar information'],(iii) Information which can be shown by competent written evidence to have been developed by the receiving Party independently of said disclosure.
['permissible acquirement of similar information'],Information is lawfully obtained by the Board Member from a third- party or parties independent of the HNBA prior to the Board Member’s disclosure;
['permissible development of similar information'],(e) is developed by the Receiving Party independently of any breach of this Agreement; or
['permissible development of similar information'],(iv) is independently developed without reference to or use of the Information.
['no solicitation'],(iii) employees of XPLORE or its affiliates with whom COMPANY or its Representatives is first made aware of in connection with any due diligence conducted in connection with the evaluation of a possible transaction.
['no solicitation'],"Until the first anniversary of the date hereof, EnCana will not, nor will it permit any of its subsidiaries, directors, officers or employees to, directly or indirectly, solicit or hire the services, as employee, consultant or otherwise, of any employee of TBI or its subsidiaries with whom EnCana had contact in connection with its consideration of the Transaction or who became known to EnCana specifically in connection with its consideration of the Transaction, except that this provision shall not prohibit the hiring of any such employee"
['no licensing'],"11.0 All written PROPRIETARY information delivered by OWNER to RECIPIENT pursuant to this Agreement and any authorised copies thereof shall remain the property of OWNER, and shall be promptly returned to OWNER upon written request."
['sharing with employees'],"Such consent to disclose Proprietary Information to employees of Receiving Party or its affiliated company (""affiliated Receiving Party"") with a legitimate ""need to know"" and only for the purposes described in this Agreement is herewith given, but further consent shall be required for disclosure to others or authorization of use by others."
['no solicitation'],"For a period of two years following the date hereof, you will not, directly or indirectly, solicit for employment or hire any officer, director, or employee of the Company or any of its subsidiaries or divisions with whom you have had contact or who became known to you in connection with your consideration of the Possible Transaction, except that you shall not be precluded from hiring any such employee who"
['return of confidential information'],"3. If COMPANY or COMSYS determines not to proceed with the Transaction, they will promptly inform the other Party of that decision and, in that case, and at any time upon request of COMPANY or COMSYS or any of their Representatives, the other party will either"
['permissible development of similar information'],"(d) is independently developed by the Recipient through parties who have not had, either directly or indirectly, access to or knowledge of such Proprietary Information;"
['survival of obligations'],"However, with respect to trade secrets, such obligations will survive for so long as such Confidential Information constitutes a trade secret under the Uniform Trade Secrets Act."
['survival of obligations'],The obligations of each party and its Agents under this Agreement shall [be continuing and shall survive the termination of any discussions or negotiations between the parties regarding the Proposal continue for a period of 5 (five) years.
"['sharing with third-parties', 'sharing with employees']","3.1.12 ""Representatives"" means, in respect of a Party, such Party’s Affiliates and its and their respective directors, officers, partners, members, employees, agents, accountants, lawyers or consultants; and"
['limited use'],"From the date hereof, Shareholder will maintain in strict confidence and will not, directly or indirectly, or through Shareholder's Affiliates, divulge, transmit, publish, release, or otherwise use of cause to be used in any manner contrary to the interests of the Company or any of the Company's Affiliates, any confidential information relating to the Company's or any of the Company's Affiliates' systems, operations, products, services, business methods, management practices, contracts, computer programs and data bases, records, development data and reports, quality control specifications, cost analyses, flow charts, know-how, consumer lists, supplier lists, prospects, market development programs, acquisition programs, personnel data, or any information relating to customers, suppliers, products, sales, acquisitions, acquisition plans, financial structure, or pricing, and other information of like nature."
['permissible development of similar information'],(5) is independently developed by an employee of the Receiving Party who has not had access to the information disclosed hereunder.
"['permissible development of similar information', 'permissible acquirement of similar information']","The term ""Evaluation Material"" does not include information that"
['no solicitation'],"Therefore, in consideration of the mutual agreements made in this Agreement, during the course of the Business Relationship and for a period of 36 months after termination of the Business Relationship, Receiving Party agrees not to directly or indirectly communicate, solicit, induce, hire, recruit, take away, employ, endeavor to employ (on Receiving Party’s own behalf or on behalf of any other person or entity) or attempt to influence any employee or contractor in any way that may have the effect of causing the cessation or curtailment of their respective relationships with Originating Party."
['inclusion of verbally conveyed information'],"For all purposes of this Agreement, the term ""Confidential Information"" shall collectively refer to all information or material disclosed or provided by the Company to Recipient, either orally or in writing, or obtained by Recipient from a third party or any other source, regardless of the manner in which it is furnished, concerning any aspect of the business or affairs of the Company or its ""affiliates"" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the ""Exchange Act""))."
['sharing with third-parties'],Receiving Party will not disclose such information to any third party for the duration of the Confidentiality Period without the prior written approval of Disclosing Party.
['permissible development of similar information'],"(c) such information was in the possession of the Receiving Party at the time of the disclosure or was independently developed by the Receiving Party, as reflected by the Receiving Party’s internal, written and dated documentation; or"
['permissible development of similar information'],(d) is independently developed by you or your Representatives without violating your obligations under this Agreement.
['inclusion of verbally conveyed information'],"(i) any and all information concerning the Disclosing Party which has been or, in the future, is furnished by the Disclosing Party or any of its Representatives to the Receiving Party or any of its Representatives, orally or in writing (whatever the form or storage medium), including, without limitation, information concerning the Disclosing Party’s business, operations, markets, products, services, designs, documentation, technical data or other proprietary information relating to actual, planned or possible products or services, trade secrets, events, processes, inventions (whether or not patentable), computer software and programs (in object or source code form), databases, original works of authorship, confidential knowledge, know-how, ideas, research and development, financial information, results of operations, projections, strategies, marketing information, contracts, employee information, business plans or other subject matter pertaining to the Disclosing Party and/or information regarding actual, planned or possible customers, clients, consultants, contractors, advertisers, licensees, distributors, retailers and other business associates of the Disclosing Party and/or their respective businesses, operations, activities or plans, and"
['notice on compelled disclosure'],"(b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either"
['no solicitation'],"(ii) at any time from the date hereof through and including the second (2nd) anniversary of the date hereof (the ""Restrictive Period""), solicit, seek to hire, employ or retain (directly or indirectly, whether as an employee, consultant or otherwise) any person employed or retained by the Buyer at such time or within one (1) year prior to such solicitation, hiring, employment or retention, or otherwise materially and adversely interfere with the relationship between the Buyer and any such person, without the prior written consent of the Buyer in each instance; and/or"
['limited use'],"b) not use, reproduce, transform, or store any of the Proprietary Information supplied by the other party in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside its usual place of business;"
['survival of obligations'],"Notwithstanding the return or destruction of the Evaluation Material, you and your Representatives shall continue to be bound by your and their confidentiality obligations hereunder."
"['sharing with third-parties', 'sharing with employees']","S evaluation, negotiation and potential consummation of the Transaction, except with the prior written consent of COMVERGE or as otherwise permitted hereunder."
"['return of confidential information', 'permissible post-agreement possession']","All property, materials, memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of SAI or its affiliates relating to or useful in the operation of the Business, are and shall be SAI's property (""Property"") and all such Property that is confidential or that SAI does not have copies of shall be delivered to SAI at or prior to the Effective Time; provided, however, Selling Shareholder shall be allowed to retain copies of such Property necessary for Selling Shareholder to prepare, compute or support Selling Shareholder's tax returns or tax liabilities."
['notice on compelled disclosure'],"Notwithstanding any term or implication herein to the contrary, either Party may disclose Information and any of the information described in the preceding paragraph to the extent such Party determines in good faith upon advice of counsel that such disclosure is required in connection with such Party’s disclosure responsibilities under the securities laws (including regulations, rules and interpretations promulgated or issued by a regulatory body), so long as such Party gives the other party such prior notice of such disclosure, and such opportunity to review, comment on, and lawfully limit the proposed disclosure, as is reasonably available under the circumstances."
['permissible copy'],The Receiving Party shall not make any copies or reproduce in any form any Confidential Information except for the purpose of disclosure as permitted in accordance with this Agreement.
['permissible acquirement of similar information'],"(c) Is, or subsequently becomes, rightfully and without breach of this Agreement, in the receiving party's possession without any obligation restricting disclosure; or"
['permissible development of similar information'],(iv) at any time is developed by the Recipient completely independently of any disclosures hereunder.
['confidentiality of agreement'],"(ii) the fact that the Parties are in discussions regarding the Transaction, or"
['survival of obligations'],"Notwithstanding the return or destruction of the Evaluation Material, upon any termination of negotiations, each party and its Representatives will continue to be bound by its obligations of confidentiality and all other obligations hereunder."
['permissible acquirement of similar information'],c. becomes known to the Recipient from a source other than the Owner without breach of this Agreement by the Recipient;
['notice on compelled disclosure'],"In any event, a Party shall notify the other Party of any disclosure made under this Sub-clause 1.3 promptly after disclosure."
['no solicitation'],"(b) hire or assist another person or entity in hiring or engaging as a consultant any officer, employee or consultant of Owner or its Affiliates."
"['survival of obligations', 'limited use']",(i) it will not use such Confidential Information for any purpose other than as specified herein; and
['survival of obligations'],The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient.
['no licensing'],All Confidential Information of a Disclosing Party is and shall remain the property of the Disclosing Party.
"['sharing with third-parties', 'sharing with employees']","(c) Recipient shall keep the Confidential Information confidential at all times and shall not disclose the Confidential Information to any person including its employees except to its employees, representatives, advisors and agents who have a need to know such information in connection with assisting Recipient for the purposes set forth in paragraph 2(b) above and who are required to keep such information confidential."
['limited use'],2.4 Use. Recipient agrees not to use any Confidential Information of the Company for any purpose except to evaluate and engage in discussions regarding the Transaction.
['limited use'],"The Receiving Party shall not use Proprietary Information for any other purpose, without the Disclosing Party's express prior written consent."
['limited use'],"This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns provided that Confidential Information may not be assigned without consent of the disclosing party."
['limited use'],"(iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and"
['survival of obligations'],"However, the obligations contained herein shall remain in effect for a period of five (5) years from the date the Confidential Information was disclosed under this Agreement."
['survival of obligations'],All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination.
['confidentiality of agreement'],"4. Neither Party hereto shall in any way or in any form disclose, publicize or advertise in any manner the discussions that give rise to this Agreement or the discussions or negotiations covered by this Agreement, including the fact that any such discussions have taken or are taking place, or any proposal relating thereto, including the terms and conditions thereof, without the prior written consent of the other Party."
['permissible acquirement of similar information'],"(ii) was received by the Reviewer or its Representatives on a non-confidential basis from a third party lawfully possessing and lawfully entitled to disclose such information on a non-confidential basis, or"
['no licensing'],"o. Other than as expressly specified herein,"
['permissible acquirement of similar information'],"5. The Recipient's obligations to protect, safeguard and handle Proprietary Information received hereunder shall not be binding if such Proprietary Information"
"['permissible development of similar information', 'permissible acquirement of similar information']","Notwithstanding the foregoing, ""Confidential Information"" shall not include the following types of information if the Recipient establishes by competent proof that the information:"
['no licensing'],"Each Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights to the Receiving Party, by license or otherwise, to use any of the Disclosing Party’s Confidential Information except as specified in this Agreement."
['sharing with third-parties'],"Seller shall be permitted to disclose historical financial information, including financial information relating to the Business, as may be required by customers, vendors, lenders or other third parties, provided that such third parties shall agree to preserve the confidentiality of such information."
['limited use'],"(b) Unless otherwise agreed in writing, the Receiving Party agrees that such Confidential Information shall not be disclosed or otherwise utilized in any manner to advise or form the basis for providing advice to other existing and/or potential customers of the Receiving Party and/or its Representatives."
['return of confidential information'],"If either party elects not to pursue any further business undertaking, each party will promptly return upon request all tangible information including any and all copies thereof relating to all Confidential Information."
['return of confidential information'],Confidential Information stored electronically in computers or any other electronic devices will be deleted upon membership termination.
['no licensing'],"2.All samples, models, computer programs, drawings, documents and other instruments furnished hereunder and containing Confidential Information shall remain the Disclosing Party’s property."
['permissible acquirement of similar information'],(b) is or has been disclosed by the Disclosing Party to the other Party or to a third party without restriction; or
"['no licensing', 'limited use']"," Volunteer, Trainer or Evaluator acknowledges and agrees that all Confidential Information and similar items whether maintained in hard copy, electronically or on-line relating to Companion Paws and The LifeLine Canada Foundation’s business shall remain exclusively the property of Companion Paws and The LifeLine Canada Foundation and shall only be used by Volunteer, Trainer or Evaluator for the purpose(s) permitted by the Companion Paws and The LifeLine Canada Foundation."
['sharing with employees'],"4. The Confidential Information shared under this Agreement may be disclosed by the Receiving Party to other employees on a need to know basis, with written consent from the Disclosing Party, in connection with the Purpose, and who shall protect the Confidential Information in accordance with the terms of this Agreement."
"['sharing with third-parties', 'sharing with employees']",3. The Receiving Party shall:
['limited use'],Contractor agrees to regard and preserve as confidential all information obtained by Contractor relating or pertaining to
['notice on compelled disclosure'],"In the event that either Party is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information of the other Party, such Party shall provide the other Party with prompt written notice of any such request or requirement so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement."
['confidentiality of agreement'],"Accordingly, each party agrees that without the prior written consent of the other, it will not, and it will direct its"
['no licensing'],"2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor."
['explicit identification'],(a) in writing and clearly marked with a proprietary or confidential legend at the time of disclosure;
['permissible development of similar information'],(c) was independently developed by Receiving Party without substantive knowledge of or assistance from the Confidential Information; or
['limited use'],"The contractual partners undertake to treat confidentially any information they obtain, to use it only for the intended purpose of the particular assignment or project and not to make it directly or indirectly accessible to third parties."
['no licensing'],a) The information shall be deemed the exclusive property of the furnishing party.
['limited use'],"(a) The Receiving Party shall, and shall cause its Representatives to, use the Confidential Information solely for the purpose of evaluating a possible Transaction."
['confidentiality of agreement'],"Accordingly, unless required by applicable law, we agree that prior to the execution of a Sale Agreement with respect to the closing of a Possible Transaction, without the prior written consent of the Company, we will not, and we will direct our representatives not to, disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction between us and the Company or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof unless we are advised by counsel that we are required to make such disclosure."
['no licensing'],"8. All right, title and interest in and to the Confidential Information, including, without limitation, all patent rights, trade secret and confidential information rights, copyrights and other intellectual property, industrial, proprietary and other rights of any kind or nature, shall remain the exclusive property of the Disclosing Party, and the Confidential Information shall be held in trust and confidence by the Receiving Party for the Disclosing Party."
['limited use'],"Except as otherwise permitted hereunder, the Receiving Party hereby agrees that the Receiving Party and its Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material and the Discussion Information (as defined below) will be kept confidential and that the Receiving Party and its Representatives will not disclose any of the Evaluation Material or the Discussion Information in any manner whatsoever; provided, however, that"
['no solicitation'],"The Company agrees that for a period of twelve (12) months following the date of this Agreement, it will not solicit and will not permit any of its Affiliates (in each case who is or becomes aware of the possible Transaction or is otherwise provided with Confidential Information) to solicit for employment any Specified Employee (as defined below); provided, however, that this Section 10 will not prevent the Company from"
['survival of obligations'],"Notwithstanding the return or destruction of the Confidential Information, the Receiving Party and its Representatives will continue to be bound by its and their obligations under this Agreement."
['confidentiality of agreement'],(c) the fact that the Company is or has been
"['permissible development of similar information', 'permissible acquirement of similar information']",7. The obligation of non-disclosure shall not extend to:
['no licensing'],4. All Confidential Information shall remain the exclusive property of the disclosing Party.
['notice on compelled disclosure'],"In the event that the Receiving Party or anyone to whom it discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information or Discussion Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, the Receiving Party shall if permitted pursuant to applicable law"
['limited use'],"a. use the Confidential Information except for purposes of its business relationship with Oceaneering (the ""Authorized Purpose""); or"
"['no reverse engineering', 'permissible copy', 'limited use']","Neither Party shall, without the written approval of the other Party, publish, copy, or use the Confidential Information for their sole benefit."
"['sharing with third-parties', 'sharing with employees']","2. The Receiving Party shall provide the Confidential Information only to those of its employees and directors (and any agents, representatives, consultants, or financial advisors that have been approved in advance by the Disclosing Party) that have a bona fide need to know for the Purpose, and in the case of AST to any of its current or prospective member companies, in each case who are bound by a written agreement including confidentiality and non-use terms and conditions at least as protective as those in this Agreement."
['permissible development of similar information'],(e) information which the Recipient can show was independently developed by the Recipient without reference to Sanmina’s Confidential Information.
['permissible acquirement of similar information'], Is rightfully received by Receiving Party without breach of this Agreement; or
['no reverse engineering'],"4.3.4 not to decompile, disassemble or reverse engineer or otherwise modify, adapt, alter or vary the whole or any part of the Confidential Information;"
['notice on compelled disclosure'],Dstl or The University shall in any event provide prior notification to the Disclosing Party of any decision to disclose any of its Proprietary Information.
['permissible development of similar information'],The information also cannot be called Proprietary in cases where the Investor can prove that it was created by himself or herself without resorting to the Proprietary Information.
"['sharing with third-parties', 'sharing with employees']",The contractual partners shall restrict the distribution of and access to information they exchange to those persons who need the information to reasonably carry out the planned activity.
['permissible copy'],6. The Confidential Information shall not be copied or reproduced in any form or stored in a retrieval system or database by the Receiving Party without the prior consent of the Disclosing Party except for such copies and storage as may reasonably be required internally by the Receiving Party for the Purpose.
['confidentiality of agreement'],"4. Except as must be disclosed pursuant to applicable legal disclosure requirements or legal process, neither party nor any of its respective representatives may, without the prior written consent of the other party, disclose to any person (other than to its employees, directors and advisors having a need to know such information) that the parties have exchanged confidential information, are engaged in negotiations for a Transaction, or the proposed terms of a Transaction (collectively, the ""Negotiations"") until such information has been disclosed by an appropriate legal filing and/or press release mutually agreed upon by SER and EIS."
['explicit identification'],"a. Disclosing Party will identify and mark its written Proprietary Information or NREL Protected Information disclosed hereunder as ""Proprietary Information"" or ""NREL Protected Information"", as applicable, at the time it is conveyed to Receiving Party."
['permissible copy'],"(iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party’s business relationship with Disclosing Party, and only as otherwise provided hereunder; and"
['return of confidential information'],"If requested, either Party shall be bound to return any and all materials to the Requesting Party within ____ days."
['permissible development of similar information'],3. is independently developed by BATTELLE staff not having access to ADC Proprietary Information as demonstrated by competent documentary evidence; or
['sharing with employees'],"2. Recipient shall neither use Discloser’s Confidential Information nor circulate it within its own organization, except to the extent necessary for negotiations, discussions and consultations with personnel or authorized representatives of Discloser and then only to those who been advised that they are subject to the terms of this Agreement and have signed a non-disclosure or other equivalent agreement that protects the Confidential Information."
['sharing with employees'],"The Proponent shall employ such precautions as are necessary to prevent unauthorized use, access to and disclosure of Confidential Information, including but not limited to, ensuring that Confidential Information is disclosed only to those of its and its affiliates’ officers and employees who:"
['permissible acquirement of similar information'],- information rightfully received by the Recipient from a third party without a duty of confidentiality;
['no licensing'],"No license under any patent, trademark, copyright or other intellectual property or proprietary right is granted or implied to any information furnished by or on behalf of either party to the other party, whether or not Confidential Information."
"['permissible development of similar information', 'permissible acquirement of similar information']","The term ""Confidential Information"" as used herein does not include any data or information which the receiving Party can demonstrate:"
['permissible development of similar information'],(e) is independently developed by Recipient;
['permissible development of similar information'],(ii) the receiving party can show
['notice on compelled disclosure'],"11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;"
['confidentiality of agreement'],"The term Confidential Information also includes, without limitation:"
['limited use'],"Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion."
['no licensing'],All Confidential Information is and shall remain the property of the Disclosing Party.
"['sharing with third-parties', 'sharing with employees']",The Receiving Party will:
"['sharing with third-parties', 'sharing with employees']","As to each party hereto, the term ""Representatives"" shall mean such party's directors (if a corporation), managers (if an LLC), and selected officers, employees, agents, representatives, and advisors (including attorneys and accountants)."
['confidentiality of agreement'],"""Confidential Information"" will also include this Agreement."
['no solicitation'],"Buyer agrees that, except with the prior written consent of the Company, it will not, and it will not permit any of its controlled Affiliates to, directly or indirectly, solicit for employment or hire any [employees/officers/senior management of the Company [first introduced to Buyer or any of its controlled Affiliates in connection with the evaluation of the Transaction][that first become known to Buyer or any of its controlled Affiliates in connection with Buyer’s evaluation of the Transaction][listed on Exhibit A]] for a period of [___] year[s] after the date of this Agreement; provided that this Section 7 shall not restrict Buyer or any of its controlled Affiliates from"
"['explicit identification', 'inclusion of verbally conveyed information']","(ii) if otherwise uttered, they are at least verbally noted to the recipient Party by the disclosing Party at the general time of disclosure as being confidential, and that subsequently they are noted in writing within 7 calendar days of the time of disclosure to the recipient Party by the disclosing Party as being a confidential topic."
['return of confidential information'],"(3) If a transaction between the Companies is not consummated or if either party at any time so requests, each party will promptly return to the other party all copies of the Evaluation Material in its possession or in the possession of its Representatives, and each party will destroy all copies of any analyses, compilations, studies or other documents prepared by it or for its use containing or reflecting any Evaluation Material."
['notice on compelled disclosure'],"3. When the laboratory is required by law or authorized by contractual arrangements to release confidential information, the customer shall, unless prohibited by law, be notified of the information provided BEFORE information released."
['notice on compelled disclosure'],"(b) Valco and Brubaker shall have no requirement to keep information confidential, and no such information shall be considered Confidential Information, to the extent any of the following applies:"
['permissible acquirement of similar information'],"(iv) is obtained by the Recipient from a third party who has the right, to the best of the Recipient’s knowledge, to disclose the information, or"
"['permissible development of similar information', 'permissible acquirement of similar information']","""Proprietary Information"" means any confidential, proprietary, or trade secret information concerning Discloser’s"
"['permissible development of similar information', 'permissible acquirement of similar information']","Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder."
['limited use'],The Receiving Party shall treat as strictly confidential any and all information disclosed to it by SINTEC and shall not disclose said information to third parties or use it for its own business purposes or for other customers without the prior written consent of SINTEC.
"['sharing with third-parties', 'sharing with employees']","The foregoing shall not require separate written agreements with employees and agents already subject to written agreements substantially conforming to the requirements of this Section nor with legal counsel, certified public accountants, or other professional advisers under a professional obligation to maintain the confidences of clients."
['no licensing'],"Nothing contained in this Agreement shall be construed as granting any rights, by license or otherwise, in any Confidential Information except as specified in this Agreement."
['sharing with employees'],"The information and data of a confidential nature will be forwarded by ACRONYM OF THE PINE PROJECT PARTNER to the financing institution of the PROJECT (EACI, the Executive Agency for Competitiveness and Innovation of the European Commission), or to other bodies designated to monitoring or control, compliant to the envisaged management procedures, in an anonymous or in an aggregated form and however without providing information that may allow the association of the provided data with the COMPANY."
['return of confidential information'],3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.
['sharing with employees'],5. Recipient may disclose the Confidential Information only to such of its employees
['permissible acquirement of similar information'],(a) to any portion of Confidential Information where the recipient can demonstrate that the Confidential Information concerned:‐
['explicit identification'],"If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word ""Confidential"" or some similar warning."
['notice on compelled disclosure'],"A party also may disclose Confidential Information if required by court order, governmental demand, or other compulsory legal process, provided that if legally permitted to do so it first notify the Discloser in writing at least ten (10) days in advance in order to afford Discloser an opportunity to seek a protective order or other relief."
['permissible acquirement of similar information'],(iii) is rightfully furnished to the receiving party by a third party without breach of an obligation of confidentiality;
['permissible post-agreement possession'],"Within ten (10) business days of a written demand by a Disclosing Party, the Receiving Party shall either return (to the Disclosing Party) or destroy all Confidential Information, together with any copies, accompanied by a letter executed by an authorized representative of the Receiving Party to the effect that all such material has been returned or destroyed, except that the Receiving Party may retain an archival copy of the Confidential Information, to be used only in case of a dispute concerning this Agreement."
['notice on compelled disclosure'],(v) the Confidential Information is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the other party is provided notice of such requirement prior to any such disclosure.
['survival of obligations'],"7.1. This Agreement shall remain in full force and effect for a term of from the Effective Date hereof, during which the exchanges of Confidential Information between the Parties pursuant to this Agreement shall take place, and for an additional term of five (5) years from the expiration or termination of this Agreement."
['inclusion of verbally conveyed information'],"(iii) if due to the character or nature of such information or material, a reasonable person receiving such information or material under like circumstances would believe that Disclosing Party considered such information or material proprietary or confidential."
"['confidentiality of agreement', 'sharing with third-parties', 'sharing with employees']","(i) to your Representatives who need to know such information for the purpose of evaluating, considering, negotiating and/or implementing a Possible Transaction and"
['limited use'],"In the event that a disclosing party provides any computer or other hardware or any software to a receiving party in connection with the discussions contemplated hereby, such hardware or software may only be used by the receiving party for the purpose of evaluating, pursuing or facilitating a potential Transaction."
['limited use'],You may not use Confidential Information for any other purpose.
['survival of obligations'],Company's confidentiality obligations hereunder will be continuing and will survive expiration or termination of the NDA.
['sharing with employees'],"Recipient agrees to safeguard the Confidential Information, and Recipient shall not disclose or give access to the Confidential Information to any person or entity other than those employees of Recipient who have a need for such access in order to assist Client with Conversion."
['sharing with employees'],2. I will not leave confidential or sensitive data in view of others who do not have a legitimate business reason to view the data and I will only share confidential data with persons having authorized access.
['no licensing'],3. Information of the Disclosing Party shall remain the property of the Disclosing Party.
"['explicit identification', 'permissible copy']","Recipient shall not make or distribute any more copies or summaries of Owner's Confidential Information than are necessary to evaluate, maintain and further a business relationship between the Parties, and shall ensure that all such copies or summaries are marked as confidential and the property of Owner."
"['no reverse engineering', 'limited use']","(b) shall keep secret and shall not use, manipulate or exploit the Information, except for the Purpose and then only in strict accordance with the Purpose and the terms of this Agreement;"
"['permissible development of similar information', 'notice on compelled disclosure', 'permissible acquirement of similar information']",5. Information shall not be deemed Confidential Information and the receiving party shall have no obligation regarding any information for which it can be proven in written documentation
['no solicitation'],"During the 12 month period commencing on the date of this Agreement, each Party agrees that neither it nor any of its direct or indirect subsidiaries who is or becomes aware of the negotiation of a possible Transaction between the Parties shall solicit for employment any employee of the other Party (or any of such other Party’s direct or indirect subsidiaries) with whom it (or any of its direct or indirect subsidiaries) came into contact in connection with a possible Transaction; provided, however, that this Section 6 will not prevent either Party or its direct or indirect subsidiaries from making generalized searches for employees by causing to be placed any general advertisement or similar notices or engaging search firms, provided that that such searches are not targeted specifically at employees of the other Party or its direct or indirect subsidiaries."
"['sharing with third-parties', 'sharing with employees']","Notwithstanding the foregoing, the receiving party may disclose the Confidential Data, to such of the receiving party's consultants, agents and affiliates (collectively ""receiving party representative"") which the receiving party reasonably and in good faith believes should be involved in the evaluation or performance of the Proposed Relationship, provided such receiving party representative is informed of this Agreement and agrees to be bound by the terms hereof, and the receiving party uses best efforts to cause the receiving party representative to observe the terms of this Agreement."
"['sharing with third-parties', 'sharing with employees']",(i) need to know the Confidential Information;
['sharing with employees'],"3. The Receiving Party undertakes not to disclose Confidential Information to other persons, except the employees of the Receiving Party listed in Annex 1 to this Agreement that need to possess such information in order to achieve the purposes specified in Section 2 of this Agreement and who have signed confidentiality agreements or are otherwise obliged to maintain confidentiality in relation to the Confidential Information to the extent specified in this Agreement."
['permissible acquirement of similar information'],ii. Information that was or is acquired by Data Recipient from a source other than WECC in a manner which is not otherwise subject to confidentiality restrictions; or
['permissible copy'],NIST shall not make any copies of the Proprietary Information except as necessary for its employees who are entitled to review it under Section 1 above.
"['explicit identification', 'inclusion of verbally conveyed information', 'limited use']","(b) Recipient will use the same exclusively for the Purpose, unless and until Discloser authorizes any other disclosure or use in writing."
['inclusion of verbally conveyed information'],"As a condition to being furnished such confidential and proprietary information, you agree to treat any such information, whether written or oral, concerning the Company or any of its subsidiaries, Affiliates (as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended) or divisions (whether prepared by the Company, its advisors or otherwise) that is furnished on or after the date hereof to you by or on behalf of the Company (herein collectively referred to as the ""Evaluation Material"") in accordance with the provisions of this letter agreement and to take or abstain from taking certain other actions herein set forth."
['no licensing'],Nothing contained in this Agreement shall be construed to
['return of confidential information'],"Immediately after termination of this Agreement, each party shall return to the other party all of the other party's Confidential Information and Intellectual Property which was disclosed in, or is then represented in, tangible form."
['no reverse engineering'],(iv) not to copy or reverse engineer any such Proprietary Information.
['limited use'],The undersigned will not use the Confidential Information in any manner that is not authorized by NatWest and in accordance with the License Agreement and the undersigned will use the Confidential Information solely in the exercise of NatWest's rights as provided by the License Agreement.
['inclusion of verbally conveyed information'],"WHEREAS the Parties recognize that in the course of their discussions to further the Business Purpose, it may become necessary for either NEW RIVER or SHIRE or both Parties to disclose Confidential Information (as defined below) to a Receiving Party, whether orally, in writing, graphically, electronically or by visual inspection of the premises of the Disclosing Party, and"
['notice on compelled disclosure'],(i) provide TBI with prompt notice of any such request or requirement so that TBI may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement and
['limited use'],(c) shall not use Confidential Information for any purpose other than in connection with the Evaluation; and
['limited use'],5.2.2 in accordance with the provisions of this agreement.
['limited use'],"(b) not to use any Confidential Information in any manner whatsoever, except in furtherance of the Purpose in accordance with this Agreement; and"
['no solicitation'],"9. In consideration of the Confidential Information being furnished hereby, each party agrees that, without the prior written consent of the Chief Financial Officer or General Counsel of the other party, for a period of twelve (12) months from the date of this Agreement neither it nor any of its affiliates will, either directly or indirectly, solicit for employment, or otherwise contract for the services of (or cause or seek to cause to leave the employ of other party or any of its affiliates) any person who is now employed or engaged (either as an employee or consultant) or becomes employed or engaged during the term of this Agreement by the other party or its affiliates, other than persons whose employment or engagement shall have been terminated at least six (6) months prior to the date of such solicitation, employment or other contractual arrangements."
"['sharing with third-parties', 'sharing with employees']","""Authorized Parties"" means directors, officers, employees, agents, advisors, representatives, service providers, consultants and/or sub-contractors."
['notice on compelled disclosure'],(i) any of the other party’s Evaluation Material or
"['sharing with third-parties', 'sharing with employees']","Receiving Party may only disclose Confidential Information provided to it by ORCC hereunder to Receiving Party’s officers, directors, subsidiaries, affiliates, employees, legal counsel, financial advisors and other duly authorized agents and consultants (its ""Representatives"") each of whom Receiving Party reasonably determines need to know such Confidential Information for the purpose of assisting the Receiving Party in its evaluation of a Transaction as set forth in this Agreement; provided, however, that Receiving Party shall, prior to disclosing Confidential Information to one or more Representatives in each instance, inform such Representatives of the confidential nature of the Confidential Information and instruct them to maintain the confidentiality of such Confidential Information in a manner consistent with the terms and conditions of this Agreement."
['return of confidential information'],"return to IHiS all documents and materials (and all copies thereof) containing the IHiS’ Confidential Information or destroy the same, and certify in writing to IHiS that it has complied with the requirements of this sub-clause."
"['sharing with third-parties', 'sharing with employees']","(b) restrict dissemination of Confidential Information to only its employees, contractors, or agents who are directly participating in the Authorized Purpose, who have a need to know the Confidential Information, and who are bound by a duty of confidentiality under terms no less restrictive than contained herein concerning the use of Confidential Information, and"
['permissible development of similar information'],(iv) are independently developed by such person from sources or through persons that such person can demonstrate had no access to Confidential Information; or
"['sharing with third-parties', 'sharing with employees']","(b) shall not be copied, used, distributed, disclosed, disseminated or communicated in any way or form by CONSULTANT whether or not for its own benefit, to anyone outside or within its own organization, except on a ""need-to-know"" basis to the extent necessary for:"
['survival of obligations'],____________ years following the date of termination of this Agreement.
['permissible development of similar information'],(d) is developed independently by Recipient without reference to Confidential Information; or
['explicit identification'],"""Confidential Information"" shall mean any information, including but not limited to data, techniques, protocols or results, or business, financial, commercial or technical information, disclosed by one Party (each a ""Discloser"" as applicable) to the other Party (each a ""Recipient"" as applicable) in connection with the terms of that certain Exclusive License Agreement dated December , 2016 (the ""License Agreement"") and identified as confidential at the time of disclosure."
['limited use'],3. Any information (personal or organisational) will only be used for purposes agreed between the organisations.
['permissible acquirement of similar information'],"(iii) are lawfully disclosed to Receiving Party by a third party who is not under any obligation, whether contractual, fiduciary, statutory, or otherwise, of confidentiality to Disclosing Party with respect to such Confidential Information;"
['confidentiality of agreement'],"WHEREAS, the Parties desire that there be no oral or written disclosure to third parties of the nature and extent of such discussions and information exchange regarding the Purpose, including no oral or written disclosures to third parties of any such Confidential Information; however, to the extent disclosure is necessitated by law or otherwise, it shall be made on the terms and conditions set forth herein."
['limited use'],"Company and Client hereby agree to permit Recipient to have access to the Confidential Information listed below for the sole purpose of assisting Client with the Conversion, and such access is granted solely upon the terms and conditions set forth in this Agreement."
"['no licensing', 'limited use']","6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project."
"['sharing with third-parties', 'sharing with employees']",1.3. An Agent of the Investor is an authorized person of the investor who has access to the Proprietary Information.
['notice on compelled disclosure'],"3.4. If it is legally required for either party to disclose confidential information, the other party must be informed of this in writing."
['confidentiality of agreement'],"Subject to Section 5, each Party agrees that, without the prior written consent of the other Party, such Party will not, and will instruct its Representative not to, disclose to any other Person"
['permissible copy'],"Neither party shall use, copy, display, post, or prepare derivative works of or improvements to the Confidential Information, other than for the Purpose, or make, have made, use or sell for any purpose any product, service or other item incorporating or derived from any Confidential Information of the other party."
"['permissible development of similar information', 'permissible acquirement of similar information']","Accordingly, this Agreement will not be construed as an obligation or representation that Recipient will not develop products or systems, or have products or systems developed for it, that compete with the products or systems contemplated by Disclosing Party’s information."
"['inclusion of verbally conveyed information', 'permissible acquirement of similar information']","""Confidential Information"" means Information relating to one party (the ""Disclosing Party"") and/or the business carried on or proposed or intended to be carried on by that party and which is made available for the purposes of the Proposal to the other party (the ""Receiving Party"") or its Agents by the Disclosing Party or its Agents or recorded in agreed minutes following oral disclosure and any other information otherwise made available by the Disclosing Party or its Agents to the Receiving Party or its Agents, whether before, on or after the date of this Agreement, and whether in writing or otherwise, including any information, analysis or specifications derived from, containing or reflecting such information but excluding information which:-"
['confidentiality of agreement'],"7. Phoenix and Company agree to maintain as Confidential Information, the existence of these discussions regarding a possible business relationship, until an agreement is completed."
['confidentiality of agreement'],"OCERA and COMPANY hereby agree not to disclose their participation in the discussion and exploration of the Purpose, the existence, terms or conditions of this Agreement, or the fact that the discussions are being held between the parties."
['limited use'],"The Party receiving Confidential Information (""Recipient"") shall make use of the Confidential Information only for the Purpose and, except as provided below, shall not provide the Confidential Information to any other person without the express written consent of the party disclosing the Confidential Information (""Disclosing Party"")."
['no licensing'],"Nothing in this Agreement shall be construed as granting or conferring upon the Receiving Party, expressly, impliedly, or otherwise, any licenses or other rights under any patents, trademarks or any other intellectual and/or proprietary rights which the Disclosing Party now owns or may acquire after this Agreement takes effect."
['limited use'],3.3. Authorized Use. Confidential Information shall be used exclusively for
['notice on compelled disclosure'],vi. is disclosed pursuant to the requirement of a government agency or by operation of law after Submitting Party has been given at least thirty (30) days notice and an opportunity to object to such disclosures; or
['permissible development of similar information'],"(a) Which is independently developed by Auditor or lawfully received from another, source free of restriction and without breach of this Agreement; or"
"['permissible post-agreement possession', 'sharing with third-parties', 'sharing with employees', 'limited use']","2.1. Curtiss-Wright and Company agree that, as a condition to the receipt of Proprietary Information hereunder, Recipient shall:"
['no licensing'],"9. The Receiving Party does not acquire any intellectual property rights under this Agreement or through any disclosure hereunder, except the limited right to use such Confidential Information in accordance with the Purpose under this Agreement and subject to the terms and conditions hereunder."
['permissible acquirement of similar information'],(c) is disclosed to the Receiving Party or its Representatives by a third party not known by the Receiving Party or its Representatives to be bound by any duty or obligation of confidentiality on a non-confidential basis to the Company with regards to the information or
"['sharing with third-parties', 'sharing with employees']","As a condition to such information being furnished to each party and its directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, ""Representatives""), each party agrees to treat any nonpublic information concerning to other party (whether prepared by the disclosing party, its advisors or otherwise and irrespective of the form of communication) which is furnished hereunder to a party or to its"
['sharing with third-parties'],"Each Party epees to keep confidential this Agreement and not to distribute or show copies of it or disclose the contents hereof to any person or entity not subject to this Agreement (except its Legal and accounting advisors with a written agreement to keep the seine confidential) without the prior written consent of the other Patty, except to the extent required by applicable law or judicial or administrative process."
['survival of obligations'],Return or destruction of the Confidential Information and any copies made thereof shall not relieve LHT of its obligations hereunder.
['no reverse engineering'],"Neither party shall reverse engineer, disassemble or decompile any of the Confidential Information of the other party or any of the prototypes, software or other tangible objects which embody the Confidential Information of the other party and which are provided to the party hereunder."
['notice on compelled disclosure'],"In the event that you or any of your representatives receive a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, you or your representatives as the case may be, agree to"
['permissible development of similar information'],(d) it was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party.
['notice on compelled disclosure'],"The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information."
"['sharing with third-parties', 'sharing with employees']",(b) to any of its affiliates or subsidiaries so long as the affiliate or subsidiary understands and agrees that the Confidential Information is being provided subject to all terms and conditions of this Agreement.
['limited use'],"4. The Receiving Party may use the Disclosing Party’s Confidential Information for the sole purpose of evaluating, negotiating and, in its discretion, entering into the proposed Transaction."
['permissible development of similar information'],- Independently developed information on behalf of the Recipient
['no licensing'],The Data Recipient hereby acknowledges that the DOHMH is the exclusive owner of the Data and all trade secrets and other rights therein.
['inclusion of verbally conveyed information'],"1. ""INFORMATION"" shall mean any information, technical data or know-how relating to the business, services or products of the disclosing party or a third party, including without limitation any research, products, services, developments, inventions, processes, techniques, designs, components, parts, documents, drawings, electronic files, data sketches, plans, programs, specifications, software, and/or distribution, engineering, marketing, financial, merchandising, sales, and salary information and/or other materials (hereinafter collectively referred to as ""INFORMATION"") which is disclosed by such party or on its behalf, before or after the date hereof, to the other party or its employees or agents, directly or indirectly, in writing, orally, electronically, or by drawings or inspection."
"['survival of obligations', 'sharing with third-parties', 'sharing with employees']","(a) to hold and cause its Representatives to hold Confidential Information provided hereunder now or in the future in accordance with the provisions of this Agreement and not to disclose or permit it to be disclosed to any person, firm or company other than the Receiving Party’s Representatives who need to know such information for the Permitted Purpose;"
['limited use'],(b) not use the Confidential Information for any purpose other than exploring or examining the possibility of a business relationship between the parties.
['explicit identification'],Equipment Segmentation O3110-1 1.0 UNCLASSIFIES
['permissible post-agreement possession'],"(ii) that the Receiving Party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; and"
['limited use'],The Receiving Party will only use the Confidential Information for the sole purpose of technical and commercial discussions between the parties in relation to the Proposal or for the subsequent performance of any contract between the parties in relation to the Proposal.
['no licensing'],"ORCC owns and shall retain all right, title and interest in and to all Confidential Information, regardless of disclosure hereunder."
['notice on compelled disclosure'],"(i) gives the undersigned Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or"
['no licensing'],"7. No right or license whatsoever, expressed or implied, is granted by either Party to the other pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to Provider."
['no licensing'],"(i) is proprietary to the disclosing party, having been designed, developed or accumulated by the disclosing party at a great expense and over lengthy periods of time and"
['explicit identification'],Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE
['no licensing'],"All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information."
['confidentiality of agreement'],The existence and terms of this Agreement shall be treated as Confidential Information.
"['sharing with third-parties', 'sharing with employees']","The Receiving Party may disclose the Disclosing Party's Confidential Information to its affiliates, its employees, its representatives and its consultants, in each case if such affiliates, employees, representatives and consultants have a need to know, and providing such affiliates, employees, representatives and consultants"
['permissible copy'],"(c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarized or distributed only in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder."
['no licensing'],"No other rights, and particularly licenses, trademarks, inventions, copyrights, patents, or any other intellectual property rights are implied or granted under the Credit Agreement or this Agreement or by the conveying of Proprietary Information between the parties."
['confidentiality of agreement'],"7.8) The existence, terms, and subject matter of this Agreement are confidential between the Parties and are not to be disclosed to any third parties."
['limited use'],"• All Confidential Information received by a Party shall be held in complete confidence by such Party and by the Party’s directors, employees, advisors or representatives, and shall not without the prior written consent of the other Party be used for any purpose other than in connection with the purpose for which such Confidential Information was disclosed or received."
['notice on compelled disclosure'],"(c) If the Reviewer or its Representatives are required under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body to disclose any Confidential Information, the Reviewer shall not do so without first giving the Provider written notice of such request(s) so that the Provider may seek an appropriate protective order or other confidential treatment of the Confidential Information."
['confidentiality of agreement'],"""Confidential Information"" means all Information relating directly or indirectly to the Possible Transaction, including"
['no licensing'],"Nothing contained in this Agreement shall be construed as granting to or conferring on the recipient any rights by license or otherwise, expressly or impliedly, for any invention, discovery or improvement made, conceived or acquired prior to or after the date of this Agreement relating to the Confidential Information of the disclosing party."
['limited use'],Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a Possible Transaction and for no other purpose.
"['no reverse engineering', 'limited use']","The Applicant shall not use for its own purposes, reverse engineer, disassemble, decompile or copy any software or other objects which embody the Confidential Information, nor transmit, directly or indirectly, any Confidential Information."
"['no licensing', 'confidentiality of agreement']","☐ - Unilateral – This Agreement shall be Unilateral, whereas, 1st Party shall have sole ownership of the Confidential Information with 2nd Party being prohibited from disclosing confidential and proprietary information that is to be released by the 1st Party."
['permissible development of similar information'],(f) is developed by or for the Recipient independently of the information disclosed by the Disclosing Party.
"['sharing with third-parties', 'sharing with employees']","(A) reasonably needs to know such Confidential Information for the purpose of helping the Recipient consider, evaluate or negotiate a possible transaction between the Parties, and"
['return of confidential information'],"(3) of this subsection, upon termination of this Agreement, for any reason, Data Recipient shall return or destroy the Data provided by DOHMH that Data Recipient maintains in any form, and all copies of the Data in all its forms."
['notice on compelled disclosure'],"(d) The Board Member was legally required to disclose the Confidential Information, provided that the Board Member"
"['sharing with third-parties', 'sharing with employees']","(i) hold the Confidential Information of the Disclosing Party in strictest confidence, and subject to the terms of this Agreement, not to disclose Confidential Information to any third party unless it is a regulated investment body, solicitor, accountant or private investors known to the Party."
"['sharing with third-parties', 'sharing with employees']","(i) for directors, officers, managers, employees, consultants, contractors and professional advisors of Recipient (collectively its ""Representatives"") who need to know the Confidential Information for the Authorized Purpose and who are subject to an existing obligation to, or enter into an agreement with, Recipient not to disclose Confidential Information; and"
['permissible development of similar information'], Is independently developed;
['notice on compelled disclosure'],"However, DISCLOSEE may disclose Confidential Information in accordance with judicial or other governmental orders, provided DISCLOSEE shall give NUSD reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent issued on behalf of NUSD."
"['explicit identification', 'sharing with employees', 'limited use']","1. During the term of this Agreement, the receiving party agrees to hold in confidence and not disclose to any person or persons, other than its employees with a need to know, or use except for the purpose of this agreement, for a period of fifteen (15) years from the date of each disclosure, any and all Proprietary Information disclosed in writing and identified as Proprietary Information by the disclosing party."
['permissible development of similar information'],(d) can be shown by documentation to have been independently developed by the Recipient without the use of or reference to any Confidential Information; or
['survival of obligations'],All such Evaluation Material retained in accordance with the foregoing proviso shall continue to be subject to Section 2 [for so long as any Evaluation Material is so retained].
"['survival of obligations', 'limited use']","3.1.2. use, exploit, disclose, copy, divulge or in any other manner whatsoever apply the Confidential Information disclosed to it for any purpose for which it is disclosed and otherwise than in accordance with the provisions of this agreement;"
['no licensing'],"No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder."
['no licensing'],"By disclosing information to DISCLOSEE, NUSD does not grant any express or implied right to DISCLOSEE to or under NUSD Confidential Information and Materials."
['permissible acquirement of similar information'],(iv) is disclosed to the Recipient by a third party not in violation of any obligation of confidentiality; or
['survival of obligations'],"Notwithstanding the foregoing, with respect to Confidential Information that constitutes a Trade Secret, the confidentiality obligations under this Agreement shall survive as long as the information disclosed continues to constitute a Trade Secret under applicable law."
['return of confidential information'],"If either party decides that it does not wish to proceed with discussions or negotiations relating to a Transaction with the other party and the party so deciding promptly informs the other party of that decision, or at any time upon the request of TBI for any reason, EnCana will promptly deliver to TBI or, at the option of EnCana, destroy all written (and electronic) Evaluation Material."
"['sharing with third-parties', 'sharing with employees']","The Receiving Party understands and acknowledges that neither the Disclosing Party nor any of its Representatives (including, without limitation, any of the Disclosing Party’s directors, managers, officers, partners, members, shareholders, employees and agents) makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information."
['permissible acquirement of similar information'],"(ii) was or becomes available to us on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not prohibited from disclosing such information to us by a contractual, legal or fiduciary obligation to the Company or its representatives, or"
"['sharing with third-parties', 'sharing with employees']","(ii) the Receiving Party may make any disclosure of the Evaluation Material or the Discussion Information to such of its Representatives who need to know such information for the purpose of assisting the Receiving Party in its evaluation of a Possible Transaction, are provided with a copy of this letter agreement, agree to keep the Evaluation Material and the Discussion Information confidential and agree to be bound by the terms of this letter agreement to the same extent as if they were parties hereto."
['notice on compelled disclosure'],"If either party or any of their respective Affiliates or Authorized Parties is requested or required, by interrogatories, subpoena, or similar legal process, to disclose any Proprietary Information, such party agrees to provide the Disclosing Party with prompt written notice of each such request, to the extent practicable, so that the Disclosing Party may seek an appropriate protective order, waive compliance by the Recipient with the provisions of this Agreement, or both."
['confidentiality of agreement'],"Representatives not to, disclose to any person either the status of the investigations, discussions or negotiations taking place concerning a possible transaction between the parties, or that either party has requested or received Evaluation Material from the other party or any of the terms, conditions or other facts with respect to any such possible transaction except as disclosed in that certain letter of intent between the parties dated February 25,"
"['permissible development of similar information', 'permissible acquirement of similar information']","Confidential Information does not include, and the obligations under Section 2 shall not apply to, information that such Recipient can evidence:"
['survival of obligations'],"6. This Agreement shall enter into effect upon its execution and shall remain effective for three (3) years, except for the obligations of the Receiving Party as to preservation and nondisclosure of the Confidential Information set forth in Section 5 hereof above which remain in force after termination (or expiration) of this Agreement."
"['confidentiality of agreement', 'inclusion of verbally conveyed information']","(d) all contractual arrangements, forecasts, accounting and tax records, strategies, models, product and service information;"
['notice on compelled disclosure'],"(i) will, and will direct its"
"['no reverse engineering', 'sharing with third-parties', 'sharing with employees', 'limited use']","The Recipient shall protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Recipient would protect its own confidential information, but in no event with less than a commercially reasonable degree of care; not use the Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, including without limitation, to reverse engineer, disassemble, decompile or design around confidential intellectual property; not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who need to know the Confidential Information in relation to the Purpose and are informed of the obligations hereunder and agree to abide by the same."
['permissible development of similar information'],"(d) information that is independently developed by the Receiving Company or its Representatives without use of, or reference to, the Confidential Information."
['survival of obligations'],The obligations of this Agreement shall be continuing until the Confidential Information disclosed to Recipient is no longer confidential
['confidentiality of agreement'],(d) It is specifically understood and agreed that Confidential Information shall include the existence of this Agreement and its terms and the fact that the Parties are discussing and evaluating the Business Purpose.
['permissible post-agreement possession'],"(b) Confidential Information that is electronically stored may be retained in back-up servers if it is not intentionally made available to any person, and is deleted in accordance with your normal policies with respect to the retention of electronic records."
['limited use'],The Recipient agrees to use the Confidential Information solely in connection with purposes contemplated in this Agreement and not to use it for any other purpose or without the prior written consent of the Discloser.
"['sharing with third-parties', 'sharing with employees']","Recipient may disclose the Confidential Information only to such of its employees, directors, officers, agents, consultants and administrators who have a need-to-know such information for the Project provided that they are advised of the confidential nature of the Confidential Information and are under an obligation to maintain its confidentiality."
['limited use'],"The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation."
"['sharing with third-parties', 'sharing with employees']","The Disclosing Party has agreed to provide the Recipient access to the Evaluation Material subject to entering into this Confidentiality Agreement setting forth the terms and conditions pursuant to which the Evaluation Material will be provided to the Recipient, including the Recipient’s directors, officers, employees, agents, counsel, consultants and other representatives (collectively, ""Representatives"")."
"['explicit identification', 'inclusion of verbally conveyed information']","Confidential Information will be transmitted in writing and clearly marked ""Confidential,"" ""Proprietary,"" or similarly, or if disclosed orally will be reduced to writing by Disclosing Party, clearly marked ""Confidential,"" ""Proprietary,"" or similarly, and transmitted to the Contact Person of Receiving Party within thirty (30) days after oral disclosure."
"['sharing with third-parties', 'sharing with employees']","For purposes of this letter agreement,"
"['sharing with third-parties', 'sharing with employees']","The Receiving Party will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause"
['survival of obligations'],The obligations and restrictions of confidentiality of the Receiving Party under this Agreement shall continue for a period of three (3) years from the date of termination of this Agreement.
"['return of confidential information', 'permissible post-agreement possession']",(i) the completion or termination of the dealings between the parties contemplated hereunder;
['inclusion of verbally conveyed information'],"Representatives to the extent that they use, contain, reflect or are derived from or incorporate, in whole or in part, any such information or data."
['no licensing'],The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement.
['permissible post-agreement possession'],"Furthermore, if a legal proceeding has been instituted to seek disclosure of the Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered."
['no licensing'],"The Disclosing Party retains all right, title and interest in and to its Proprietary Information and, except as provided herein, no license or other right, express or implied is hereby transferred to the Receiving Party, including any license by implication, estoppel or otherwise, under any copyrights, mask works, trademarks, trade secrets, patents or other proprietary rights now held by, or which may be obtained by, or which is or may be licensable by the Disclosing Party."
['survival of obligations'],"In any event, however, the obligations of Recipient to maintain the confidentiality of the Confidential Information it has received under this Agreement shall continue after such termination."
['confidentiality of agreement'],"2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction."
['no licensing'],16. The Disclosing Party retains sole ownership and title to the Information and Materials at all times.
['no licensing'],All Confidential Information of a Party is and shall remain the property of that Party.
['inclusion of verbally conveyed information'],"whatsoever (including, but not limited to, disclosure made in writing, oral or in the form of samples, models, computer programs, drawings or other instruments) furnished by the Disclosing Party to the Receiving Party under this Agreement."
"['sharing with third-parties', 'sharing with employees']","(iii) it will not distribute, disclosure or disseminate Information to anyone except its employees and agents with a need to know and who, in each case, have been informed of the confidential nature of the Information and have agreed to be bound by the terms of this Agreement."
"['explicit identification', 'inclusion of verbally conveyed information']","Information disclosed orally or visually and identified at the time as proprietary or confidential shall be covered hereunder if it is reduced to writing, marked as provided herein, and transmitted to Receiving Party within thirty (30) days after disclosure."
['permissible acquirement of similar information'],(b) is disclosed to the receiving party without obligation of confidentiality by a third party who has the right to make such disclosure;
['limited use'],"(a) make use of any of the Disclosing Party’s Confidential Information (as defined in Section 11 below), except for the specific purpose of considering, evaluating and negotiating a possible negotiated transaction between the Parties; or"
"['permissible development of similar information', 'permissible acquirement of similar information']",(iv) is independently developed by Receiving Party.
['return of confidential information'],"(ii) within thirty (30) days after the date of termination or expiry of this Agreement, will return to the Discloser all original Confidential Information thereof then in its possession or control,"
"['confidentiality of agreement', 'inclusion of verbally conveyed information']","""Confidential Information"" shall mean all information, regardless of the form in which it is communicated or maintained (whether oral, written, electronic or visual) and whether prepared by Company or otherwise, which is disclosed to Counterparty, regardless of whether such information is disclosed intentionally or inadvertently, before or after the execution of this Agreement, in connection with the Transaction and including all records, reports, analyses, notes, memoranda, documentation, knowledge, data, specifications, diagrams, statistics, systems or software, manuals, business plans, operational information or practices, processes (whether or not patented, patentable or reduced to practice), customer lists, concepts, ideas, policies, contractual arrangements with, and information about, the Company’s suppliers, distributors and customers, the existence of the discussions between the Parties concerning the Transaction, or other information that are based on, contain or reflect any such Confidential Information."
['permissible copy'],"6. The Recipient will not in any form or manner copy or reproduce or part with possession of any Information or Materials or any other documents or other material or data made available to it or disclosed or procured to be disclosed by the Disclosing Party except as consistent with its obligations under this agreement and in particular (but without limitation) its obligations under paragraphs 3, 4 and 5 above."
['permissible acquirement of similar information'],"(iv) becomes available to Recipient on a non-confidential basis from a source other than Disclosing Party or its Representatives, provided that such source, to Recipient's knowledge, is not bound by a confidentiality agreement with Disclosing Party or its Representatives, or is otherwise prohibited from transmitting the information to Recipient by a contractual, legal, or fiduciary obligation."
['survival of obligations'],The obligations of the Parties under this Agreement shall continue and survive the completion or abandonment of the Business Relationship and shall remain binding for a period of two (2) years from the Effective Date.
['limited use'],"Other than as specifically provided herein, Producer will not use the Confidential Information for any purpose whatsoever other than for the sole purpose permitted in paragraph 3 hereof, unless and until a further executed agreement is first made between the parties setting forth the terms and conditions under which rights to the Submission and the Confidential Information are to be licensed to, or acquired by, Producer."
['explicit identification'],Any organisational information marked as ‘commercial’ or ‘sensitive’ or by implication of the subject could prejudice the commercial interests of either party will be treated as confidential.
['no reverse engineering'],"Recipient agrees that it will not modify, adapt, translate, duplicate, disassemble, reverse assemble, reverse compile, or reverse engineer, or take similar action with respect to any software provided by Discloser in connection with this Agreement for any purpose, or otherwise attempt to discover the underlying source code of any such software.."
['survival of obligations'],The obligation of confidentiality will remain until the GTL data are released to public or have fallen into public domain.
"['return of confidential information', 'no licensing']","3. Vendor and Ingram mutually agree that all copies of the Proprietary Information and all written descriptions, extractions, or summaries thereof, whether made by Vendor or Ingram, shall be the property of Ingram, and shall, upon expiration of this Agreement or Ingram's request, be immediately returned to Ingram."
['limited use'],Receiving Party shall use the Confidential Information solely for the Purpose defined above.
"['survival of obligations', 'permissible post-agreement possession']","3.8 Notwithstanding the foregoing, the Recipient may retain such of its documents as required to comply with mandatory law, provided that such Confidentiality Information or copies thereof shall be subject to an indefinite confidentiality obligation."
"['sharing with third-parties', 'sharing with employees', 'limited use']","Recipient shall, and shall direct its Representatives to, use the Evaluation Material solely for the purpose of evaluating and/or implementing a Possible Transaction, keep the Evaluation Material confidential, and, subject to Section 5, will not, and will direct its Representative not to, disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to Recipient’s Representatives who have a good faith need to know such information for the sole purpose of helping Recipient evaluate and/or implement a Possible Transaction; provided, further, that Recipient advises each of its Representatives of the confidentiality terms of this agreement applicable to Representatives."
['permissible development of similar information'],"(ii) is in the Receiving Party’s possession or the possession of any of its Representatives prior to disclosure by or on behalf of the Disclosing Party or is independently derived by the Receiving Party or any of its Representatives without the aid, application or use of the Confidential Information,"
['permissible acquirement of similar information'],(4) Recipient rightfully receives from a third party without obligation of confidence; or
"['permissible development of similar information', 'permissible acquirement of similar information']","Further, the terms of this Agreement shall not be construed to limit either party's right to independently develop or acquire products, functionality or services of the same type as may be included within any Confidential Information or to enter into any business transaction with any other company which owns or has rights to any such similar products or services, as long as such right is exercised without the use of any other party's Confidential Information in violation of this Agreement."
['confidentiality of agreement'],"(b) Participant agrees that Participant will not disclose to any person (including other possible bidders for Target and employees, customers and suppliers of Target) that the Evaluation Material has been made available to Participant, that Participant has inspected any portion thereof, the fact that Originator is considering a possible Transaction, that discussions are or may take place regarding a possible Transaction, that Originator and Participant are considering or discussing Participant's possible participation in a Transaction, or any other information regarding a possible Transaction, including the status thereof."
['no licensing'],"Nothing in this Agreement shall be deemed to grant a license directly or by implication, estoppel or otherwise, although the parties may provide for such a license in an express written agreement."
['confidentiality of agreement'],"Representatives not to, disclose to any person or entity (other than its Representatives)"
['notice on compelled disclosure'],"If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action."
"['sharing with third-parties', 'sharing with employees']","The Recipient agrees not to disclose the Confidential Information to any third parties or to any of its employees, directors, officers, agents, contractors, consultants, advisors, or other representatives (collectively ""Representatives""), except those Representatives who have a need to know the Confidential Information for accomplishing the Authorized Purpose described herein."
"['sharing with third-parties', 'sharing with employees']","As used in this Agreement, the ""Representatives"" stated above shall mean such party’s officers, employees, agents, consultants or other representatives."
['permissible acquirement of similar information'],11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.
['permissible development of similar information'],2. Exclusions from Confidential Information
['sharing with third-parties'],(d) The RECEIVING PARTIES agree that they will not disclose any CONFIDENTIAL INFORMATION to any contractor or consultant who is not bound by a non-disclosure agreement with the RECEIVING PARTY.
['permissible acquirement of similar information'],(c) may subsequently receive from any third party legally in possession of the Information and who was not restricted from disclosing it;
"['return of confidential information', 'permissible post-agreement possession']","If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice."
['confidentiality of agreement'],"Confidential Information shall also include the fact that the parties are considering the Project, until such date such fact is made public by the University."
['permissible acquirement of similar information'],h) is legitimately obtained at any time by the Receiving Party from a third party without restrictions in respect of disclosure or use; or
['no licensing'],"Nothing in this Agreement is intended to grant any rights to either party or any of its Representatives under any patent, copyright, trade secret or other intellectual property right, nor does this Agreement grant either party or any of its Representatives any rights in or to the other party’s information, except the limited right to use such information solely for the Permitted Purpose."
['inclusion of verbally conveyed information'],"(a) All written COMPANY Information shall be information which is or would generally be considered to be confidential and/or proprietary information, and any information disclosed orally or visually shall be considered confidential Information if it is information which is or would generally be considered to be confidential and/or proprietary information, including if it is reduced to tangible form."
['no reverse engineering'],"The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party’s Confidential Information and which are provided to the Receiving Party hereunder."
['permissible post-agreement possession'],"Notwithstanding the foregoing, OCERA and COMPANY may each retain one (1) copy of such information in their confidential files solely for record keeping purposes to ensure compliance with this Agreement, with such copy remaining subject to the confidentiality obligations of this Agreement."
['permissible acquirement of similar information'],"(iii) becomes available to Potential Purchaser on a non-confidential basis from a source, other than the Company or its agents, which is or was not known to be prohibited from disclosing such portions of the Evaluation Materials by a contractual or legal obligation to the Company,"
['return of confidential information'],"When the Assessment Period is over, if the parties have not agreed to go forward and sign a comprehensive agreement that permits Developer to use the Data to modify its Applications and pursuant to which FDI will provide Developer with the technical documents that are necessary for Developer to do so, Developer shall return to FDI or destroy all copies of the Sample Data in its possession or control."
"['confidentiality of agreement', 'limited use']","5. Neither party shall, without the other party's prior written consent"
['notice on compelled disclosure'],"In the event that a party or any of its Representatives are requested pursuant to, or required by, applicable law, regulation (including, without limitation, any rule or regulation of any national securities exchange or stock market on which any of the receiving party’s securities are listed or quoted) or legal process to disclose any of the Evaluation Material, the party requested or required to make the disclosure shall, unless legally prohibited from doing so, provide the other party with prompt notice of such request or requirement in order to enable the other party to"
['no solicitation'],(c) CompuCom shall not solicit or knowingly utilize any of Seller's Confidential Information regarding Seller's Services business from any former employee of Seller.
['no solicitation'],"(i) are, at the time of such action, employees of the Buyer or any of its Affiliates, or"
"['sharing with third-parties', 'sharing with employees', 'limited use']","1.3 Each party will use the Confidential Information it receives solely for the purpose of evaluating the Acquisition and not for any other purpose and, except to the extent permitted by paragraph 1.5 hereof, will keep such Confidential Information strictly confidential, provided, however, that Confidential Information may be disclosed to such Representatives as needed to know such information for the purpose of evaluating and negotiating the terms of the Acquisition and for no other purpose."
['notice on compelled disclosure'],"(b) In the event that the Receiving Party or any of its Representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, the Receiving Party shall use reasonable efforts to provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement."
['survival of obligations'],The Receiving Party’s obligations relating to securing and protecting Confidential Information shall remain in effect for the later of either
"['permissible development of similar information', 'permissible acquirement of similar information']",Each party acknowledges that the other may already possess or have developed products or services similar to or competitive with those of the other party disclosed in the Confidential Information.
"['permissible development of similar information', 'permissible acquirement of similar information']",(7) The following information provided by the Company shall not be deemed Confidential Evaluation Material:
['survival of obligations'],"Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein."
"['no reverse engineering', 'permissible copy']","(e) not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS;"
"['explicit identification', 'inclusion of verbally conveyed information']","Secure Transportation and the Company wish to enter into discussions during which it will be necessary for each party (the ""Disclosing Party"") to disclose to the other (the ""Receiving Party"") information of a confidential or proprietary nature (irrespective of the form of presentation or communication including, but not limited to, computer software and data, physical objects and samples) provided that any disclosure of Information made in writing shall be marked confidential or with words of similar effect and that any disclosure made orally shall subsequently be reduced to writing by the Disclosing Party and marked confidential or with words of similar effect with a copy sent to the Receiving Party within 21 days of disclosure (""Information"")."
['no licensing'],"All right, title and interest in and to the Confidential Information is and shall remain with the Discloser, and no rights to the Confidential Information are granted under this NDA other than the rights expressly granted in Section 3."
"['permissible development of similar information', 'permissible acquirement of similar information']","l. Discloser understands that Recipient develops and acquires technology for its own products and/or internal applications, and that existing or planned technology independently developed or acquired by Recipient may contain ideas and concepts similar or identical to those contained in Discloser’s Confidential Information."
['limited use'], The Parties will use and disclose the other’s Confidential Information only for purposes of evaluating and engaging in an actual or potential business relationship with each other.
['permissible copy'],Proprietary Information supplied is not to be reproduced in any form except as required to accomplish the intent of this Agreement.
['no licensing'],4. Oceaneering grants no rights in or to the Confidential Information.
"['permissible development of similar information', 'permissible acquirement of similar information']","The term ""Proprietary Information"" does not include confidential information which"
['survival of obligations'],"(b) _____ [__] years after the completion or other termination of the Project, whichever of"
['no licensing'],"e) All notes, reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to Owner and the undersigned agrees to turn over all copies of such materials in the undersigned’s possession to Owner upon request."
['permissible development of similar information'],"(d) is at any time developed by the Receiving Party independently without use of, or reference to, the Confidential Information of the other Party."
"['sharing with employees', 'limited use']","- to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a ""need to know"" basis,"
"['sharing with third-parties', 'sharing with employees']","g. Each Party shall endeavor to ensure that any of its officers, employees, agents, representatives or associates who, by virtue of their duties may receive the type of information described in this Agreement, are fully obligated to respect the spirit and terms of this Agreements in the same way as each Party."
"['confidentiality of agreement', 'inclusion of verbally conveyed information']","1. The term ""Confidential information"" for the purpose of this Agreement shall mean the said Submissions and each concept, idea, game-play mechanic, set design, business model, and/or other element contained therein and any and all other proprietary and/or any other information and/or data which is provided and/or obtained hereunder weather in relation to the submission and/or otherwise, whether in writing, pictorially, in machine readable form, orally or by observation during their interactions/discussions, in connection with the Purpose or otherwise, including but not limited to, all intangible and tangible information, documents, data, papers, statements, any business/customer information and trade secrets relating to its business practices in connection with the Purpose or otherwise, and will form a part of the proprietary and confidential information weather disclosed by the Disclosing and/or Receiving Party."
['notice on compelled disclosure'],(i) prior written notice for the disclosing party of such obligation and
['notice on compelled disclosure'],"Any Disclosure by the Recipient or its Representatives of any of the Disclosing Party's Confidential Information pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction (a ""Legal Order"") shall be subject to the terms of this Section."
['notice on compelled disclosure'],"iii) was requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar process) or is required by a regulatory body to make any disclosure which is prohibited or otherwise constrained by this Agreement, provided, however, that the Contractor shall:"
"['permissible development of similar information', 'permissible acquirement of similar information']",Except as provided in
['permissible development of similar information'],"8.0 The parties hereto understand that each may currently or in the future be developing PROPRIETARY information internally, or receiving PROPRIETARY information from third parties which may be similar to disclosing party's information."
['notice on compelled disclosure'],"In the event that the Recipient or its directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information, the Recipient shall give prompt notice so that the Discloser may seek a protective order or other appropriate relief."
['permissible acquirement of similar information'],(i) information that is publicly known at the time of disclosure by the Disclosing Party or thereafter becomes publicly known (other than as a result of a breach of the obligations of the Receiving Party contained in this Agreement to maintain the confidentiality of such Confidential Information);
['limited use'],(ii) shall not use Evaluation Material for any purpose other than in connection with its evaluation of the Proposed Transaction or the consummation of the Proposed Transaction in a manner that the Disclosing Party has approved; and
['survival of obligations'],"Receiving Party in connection with any disclosure permitted by Section 4 hereof provided that all such Confidential Information shall remain subject to the provisions of this Agreement for so long as such information is retained notwithstanding any time limitations set forth in this Agreement, Receiving Party’s obligations to protect Confidential Information received during the Term shall survive and continue for 1 year from and after the Effective Date; provided, however, that"
['no licensing'],It is agreed that the Recipient does not obtain any title or license rights to the Proprietary Information furnished under this Agreement.
['inclusion of verbally conveyed information'],"Subject to paragraph 3 below, the term ""Confidential Information"" shall mean any and all materials or information not in the public domain that either party receives or acquires from the other party in connection with any activities related thereto, and whether disclosed or made available prior to the date of this agreement and whether in writing, electronically, orally, visually or otherwise and any notes, summaries or other materials in whatever medium or format (""Notes"") created by the Receiving Party and derived from such information or materials."
['return of confidential information'],(i) the completion or termination of the dealings contemplated in this Agreement;
"['permissible development of similar information', 'permissible acquirement of similar information']","Confidential Information excludes, however, information which:"
['limited use'],"Seller hereby agrees that, during the Restricted Period, it will not, directly or indirectly, disclose to anyone, or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information, except as permitted by Section 5 of this Agreement."
['inclusion of verbally conveyed information'],"For the purposes of this Agreement Confidential Information shall include all information disclosed, directly or indirectly, through any means of communication or observation, by MyPoints.com to or for the benefit of Receiving Party, that relates to or is derived from MyPoints.com's technical, business, strategic, marketing or creative affairs, or to any other matter that the Receiving Party is advised or has reason to know is the confidential or proprietary information of MyPoints.com."
['no licensing'],"5. Nothing contained in this Non-Disclosure Agreement shall be construed as granting to or conferring on CONSULTANT, expressly or impliedly, any rights, by license or otherwise, to the Confidential Information of NYNEX or any other material, information or data, or any invention, discovery, improvement or product conceived, made or acquired prior to, on or after the date of this Non-Disclosure Agreement."
"['sharing with third-parties', 'sharing with employees']","(a) those of its directors, officers, employees, agents or professional advisors as have a need to know that Confidential Information in order that the objectives of the Discussions and Negotiations can be achieved; and"
['no licensing'],3.6 All Confidential Information disclosed under this Agreement shall be and remain un-der the property of the Discloser and nothing contained in this Agreement shall be con-strued as granting or conferring any rights to such Confidential Information on the Recip-ient.
['notice on compelled disclosure'],"(f) is obligated to be produced by law or under order of a court of competent jurisdiction or other similar requirement of a governmental agency, or is required to be disclosed to, or is requested by, the Recipient's outside auditors or examiners in connection with an audit or examination or so long as the party required to disclose the information provides the other party with prior written notice of any required disclosure pursuant to such law, order or requirement."
['notice on compelled disclosure'],"If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws."
['no licensing'],"2.6 All Confidential Information shall remain the property of the Disclosing Party and its disclosure shall not confer on the Receiving Party any rights, including intellectual property rights, over the Confidential Information whatsoever beyond those contained in this Agreement."
['limited use'],Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any party without the prior written consent of the non-assigning party.
"['survival of obligations', 'permissible post-agreement possession']","Within ten (10) days after any written request by Sanmina, the Recipient shall promptly return all copies of the Confidential Information except copies required for backup, disaster recovery, or business continuity and in such case the obligations hereunder shall survive until such copies are destroyed."
['no licensing'],This Agreement does not grant any rights to COMPANY with respect to the Confidential Information.
"['no reverse engineering', 'permissible copy']","5. Receiving Party shall not copy (except as reasonably required for the Purpose), alter, modify, disassemble, reverse engineer or decompile any Confidential Information without the prior written consent of Disclosing Party."
['no solicitation'],The Buyers agree that they will not (collectively or individually and/ or either directly or indirectly) solicit the employment or engagement or attempt to solicit the employment or engagement of the Key Personnel or otherwise employ or engage any of the Vendors Key Personnel (other than in the Target or otherwise following the successful acquisition of the Target) in any capacity whatsoever for 12 months following the date of this letter or the date on which the proposed acquisition is aborted (whichever is the latter).
['sharing with third-parties'],(i) have individually requested access to Confidential Information from GTC and have been granted such access;
['notice on compelled disclosure'],"If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially (and any such disclosure by the Receiving Party will not violate the terms of this Agreement)."
['notice on compelled disclosure'],"(iv) Information which is required to be disclosed to any third party by reason of an applicable law, or by the decision of any court or tribunal having competent jurisdiction, and provided that written and reasonable prior notice has been given to the disclosing Party."
['sharing with employees'],"Notwithstanding the forgoing, a Participating Entity may use and internally share Confidential Information as deemed necessary to respond to an actual or threatened cyber emergency that places, or has the potential to place, the Participating Entity’s cyber systems at risk."
['no licensing'],"Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise, either express, implied or by estoppel, to any Confidential Information of a Disclosing Party, or under any patent, copyright, trademark or trade secret of the Disclosing Party."
['explicit identification'],"2. All Information that is disclosed by one Party (""Disclosing Party"") to the other (""Receiving Party"") and that is to be protected hereunder by the Receiving Party as Proprietary Information if in writing or other tangible form, shall be conspicuously labeled as ""proprietary"", ""confidential"" or with words of similar import at the time of delivery."
['no solicitation'],(i) one year from the effective date of this Agreement and
['permissible post-agreement possession'],"(ii) destroy all Evaluation Material (and all tangible copies thereof) furnished to it or its Representatives by or on behalf of the other party pursuant hereto, and in either case no copies thereof shall be retained except that, any of the foregoing notwithstanding, that portion of the Evaluation Material that may be found in analyses, compilations, studies, or other documents prepared by Vector’s Representatives, such Representatives’ agents, attorneys or employees, and oral or electronic Evaluation Material will be held by such Representatives and kept subject to the terms of this agreement or destroyed to the extent practicable and permitted by law."
['notice on compelled disclosure'],"Nothing in this Agreement shall preclude Receiving Party from making any disclosure of Confidential Information that is required by applicable law or regulation or by a valid order of a court or other governmental body having jurisdiction, provided that Receiving Party uses best efforts to limit the scope of the required disclosure, provides notification to Disclosing Party of such requirement as soon as reasonably possible, and cooperates with Disclosing Party in seeking an appropriate protective order, confidential treatment, or similar remedy limiting the subsequent use and disclosure of any information required to be disclosed."
"['permissible development of similar information', 'permissible acquirement of similar information']",(i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or
['no solicitation'],"(c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company,"
['inclusion of verbally conveyed information'],"in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential."
"['no licensing', 'limited use']","No use of such COMPANY Information is permitted except as otherwise provided herein and no grant under any of COMPANY intellectual property rights is hereby given or intended, including any license (implied or otherwise)."
['survival of obligations'],This Agreement shall terminate and be of no further force and effect one (1) year from the date hereof.
['permissible development of similar information'],(d) was independently developed by the Parties without use of Confidential Information that has been disclosed pursuant to this Agreement; or
['confidentiality of agreement'],"2. The Company undertakes to treat all Confidential Information not in the public domain that it may become a party to as a result of providing the Services to the Client and its associates, including the existence of the request for the Services, the names of the parties involved and any information contained in or which otherwise reflects the information in the documentation received from the Client, as confidential."
['no licensing'],8.1 to be proprietary to the Disclosing Party; and
['permissible development of similar information'],(iv) is independently developed by the Recipient without use of or reference to any of the Disclosing Party’s Confidential Information.
['sharing with employees'],"- The Recipient is not to disclose any information to any employees of the Recipient, aside from the employees required"
['inclusion of verbally conveyed information'],"You will treat confidentially any information (whether written or oral) that either we or our financial advisor, CREDIT SUISSE FIRST BOSTON CORPORATION (""CSFB""), or our other representatives furnish to you in connection with a Possible Transaction involving the Company, together with analyses, compilations, studies or other documents prepared by you, or by your representatives (as defined below) which contain or otherwise reflect such information or your review of, or interest in the Company (collectively, the ""Evaluation Materials"")."
['no licensing'],"Neither the execution and delivery of this Agreement herein, nor the furnishing of any Confidential Information by the Disclosing Party, shall be construed as granting to the Receiving Party, either expressly, by implication, estoppel or otherwise, any licence to use or exploit any Confidential Information other than is expressly permitted hereunder."
['notice on compelled disclosure'],"The Recipient and such Representatives shall hold the Confidential Information in confidence, and provide it with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances, and shall not disclose any Confidential Information, except as permitted by paragraph 1 hereof or where such disclosure is requested or required by law, regulation (including, without limitation, any rule, regulation or policy statement of any organized securities exchange, market or automated quotation system on which any of an entity’s securities are listed or quoted), regulatory body, judicial process, or listing agreement (collectively, ""Law"")."
['return of confidential information'],"3. At any time upon request from the Disclosing Party or upon the conclusion of the Purpose or expiry of this Agreement, the Receiving Party, at its own cost, will return or procure the return, promptly and in any event within 14 days of receipt of such request, of each and every copy of Confidential Information given by the Disclosing Party, and satisfy the Disclosing Party that it no longer holds any further Confidential Information."
['notice on compelled disclosure'],"(f) is disclosed by CONSULTANT in order to satisfy any legal requirement of any competent government body; provided, however, that immediately upon CONSULTANT's receipt of any such request, CONSULTANT shall first advise NYNEX of same before making any disclosure to such body, so that NYNEX may either interpose an objection to such disclosure before such body, or take action to assure confidential handling of the Confidential Information by such body, or take other action to protect the Confidential Information which NYNEX deems appropriate under the circumstances; or"
"['permissible development of similar information', 'permissible acquirement of similar information']",The obligations of the Receiving Party with respect to the Disclosing Party’s Confidential Information shall not apply with respect to any Confidential Information to the extent the Receiving Party can demonstrate that such Confidential Information:
['limited use'],B. not to use any of the Confidential Information except for the Business Purposes.
['notice on compelled disclosure'],"Before making such a disclosure the Receiving Party shall, if the circumstances permit: Inform the Disclosing Party of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); Ask the court or other public body to treat the Confidential Information as confidential; And Permit the Disclosing Party to make representations to the court or other public body in respect of the disclosure and/or confidential treatment of the Confidential Information."
['survival of obligations'],"However, the provisions of Section 2(c) above shall survive the termination and/or expiration of this Agreement for any reason."
['sharing with third-parties'],"Prior to providing the Confidential Information to any employee or consultant, the receiving Party shall ensure that an executed nondisclosure agreement is in place with each employee or consultant with protections that are substantially similar to the protections in this Agreement."
['return of confidential information'],"(f) Return to the auditee, or destroy, at auditee’s discretion, any and all Confidential Information disclosed in a printed form or other permanent record, or in any other tangible form (including without limitation, all copies, notes, extracts, analyses, studies, summaries, records and reproductions thereof) immediately on"
['no licensing'],"The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to the Confidential Information of the other party disclosed pursuant to this Agreement, and any grant, if any, shall be set forth in a separate, express written agreement."
['no licensing'],"Further, the Receiving Party acknowledges that nothing contained in this Agreement shall be construed as a grant of any rights to the Confidential Information by the Disclosing Party to the Receiving Party, other than as provided under this Agreement."
['inclusion of verbally conveyed information'],"Such Proprietary Information includes data transferred in the form of, but not limited to, oral, written, graphic or computer media including telephone, and meeting conversations, as well as all analyses, compilations, forecasts, studies or other documents which include any Proprietary Information."
['notice on compelled disclosure'],"Oceaneering of any such requirement, cooperate fully with Oceaneering’s requests to prevent or minimize the effect of such disclosure, and make all reasonable efforts to have such disclosures placed under a protective order or otherwise obtain confidential treatment of the Confidential Information."
"['sharing with third-parties', 'sharing with employees']",Employee’s and agents of the Company shall only be given access to the Confidential Information in order to proceed with the Services.
"['sharing with third-parties', 'sharing with employees']","Recipient will disclose Discloser’s Confidential Information only to those of Recipient’s employees, consultants, and contractors who have a ""need to know"" the information to assist Recipient with respect to the Purpose and who are legally bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement."
['notice on compelled disclosure'],"7. Notwithstanding anything to the contrary contained in this Agreement, Confidential Information may be disclosed as required by applicable law, regulations or governmental procedure, provided the Receiving Party notifies the Disclosing Party prior to such disclosure, unless prohibited by law, so as to afford the Disclosing Party reasonable opportunity to object or seek an appropriate protective order with respect to such disclosure."
['confidentiality of agreement'],"(d) any of the terms, conditions or other facts with respect thereto (including the status thereof), provided, however, that nothing contained herein shall be deemed to inhibit, impair or restrict you or the Representatives from having discussions or negotiations with other Persons relating to potential financing in connection with the possible Transaction so long as each of such Person agrees in writing to be bound by the terms of this Confidentiality Agreement pursuant to a joinder agreement in a form reasonably acceptable to the Company."
['permissible acquirement of similar information'],"(3) information which is revealed to the receiving party by a third party, unless such party is under a duty of non-disclosure;"
['survival of obligations'],(ii) the confidentiality obligations with respect to trade secrets included or reflected in the Disclosing Party’s Confidential Information shall survive termination in perpetuity (unless the exception set forth in subsection
['no licensing'],"Principally, nothing in this Agreement shall be deemed to grant to the Receiving Party a licence expressly or by implication under any patent, copyright or other intellectual property right."
['notice on compelled disclosure'],"3.5 Notwithstanding the foregoing, the Company shall be entitled to make any disclosure the Confidential Information as required by law, but shall give IHiS not less than two (2) business days' notice of such disclosure and shall consult with IHiS prior to such disclosure with a view to avoiding such disclosure if legally possible."
['notice on compelled disclosure'],"Nothing in this Agreement shall prohibit either Party from disclosing a part of the other Party’s Confidential Information if legally required to do so by law or regulation (including those governing capital markets), judicial or governmental order, provided that it gives, to the extent and as soon as legally permissible, prior notice of such disclosure to the other Party."
"['no licensing', 'limited use']",You agree (acting on your own behalf and as agent for your Representatives) that:
['no solicitation'],"(b) any employee of the Company or any of its subsidiaries with whom you have had substantial contact, or who is specifically identified to you (other than through a general roster of employees, general employee equity and compensation data or other employee data provided in due diligence that is general in nature), during your investigation of the Company and its business in connection with the Possible Transaction, in each case without obtaining the prior written consent of the Company; provided that you may"
['survival of obligations'],"The terms of this Non-Disclosure and Confidentiality Agreement will survive for 5 years, for the benefit of The Parties and their respective successors."
['no solicitation'],"(b) make, or in any way participate, directly or indirectly, in any ""solicitation"" of ""proxies"" to vote (as such terms are used in the rules of the Securities and Exchange Commission (the ""SEC"")), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the other party;"
"['permissible development of similar information', 'permissible acquirement of similar information']","The term ""Confidential Information"" does not include information which"
['survival of obligations'],"For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider."
['confidentiality of agreement'],"The Company agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of IHiS or of any other Affiliate of IHiS in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of IHiS, such consent not to be unreasonably withheld."
['permissible acquirement of similar information'],(c) is received by NIST from a third party without a duty of confidentiality;
['permissible post-agreement possession'],"Upon the request at any time of the City, the Recipient will promptly destroy all Confidential Material and any copies or reproductions thereof in the Recipient’s possession or under its control or in the possession or under the control of any of the Recipient’s Team, and will certify in writing such destruction or return of all Confidential Material."
['no reverse engineering'],"The Receiving Party will not attempt to determine the content or structure, or otherwise reverse engineer or decompile any material sample, hardware or software to which it is provided access pursuant to this Agreement except as expressly provided under Section 3 of this Agreement."
['no licensing'],"Nothing in this agreement is intended to grant any rights to either party under any patent, copyright, trade secret or other intellectual property right nor shall this agreement grant either party any rights in or to the other party’s Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into, and the undertaking of or the advising with respect to, a possible Transaction."
"['explicit identification', 'inclusion of verbally conveyed information']","""Confidential Information"" includes all business, financial, contractual, marketing and/or technical information, in whatever form embodied, which has been or may be disclosed, or to which access is provided, by a party (""Discloser"") to the other party to this Agreement (""Recipient""), which"
['limited use'],"The Restricted Party shall not directly or indirectly, disclose to any unauthorized person or use for the Restricted Party’s own account any Confidential Information."
['limited use'],"(5) In the event that the transaction contemplated by this agreement is not consummated, neither you nor any of your representatives shall, without prior written consent of the Company, use any of the Confidential Evaluation Material now or hereafter received or obtained from the Company or its representatives for any purposes other than your evaluation of such transaction."
['permissible acquirement of similar information'],(iii) is obtained by Recipient from a third party under conditions permitting its disclosure to others;
['return of confidential information'],"10. The Receiving Party shall, upon the request of the Disclosing Party or upon the termination of this Agreement, return to the Disclosing Party all Confidential Information, including drawings, documents, reports and other tangible manifestations of Confidential Information received by the Receiving Party pursuant to this Agreement, together with all copies and reproductions thereof."
"['permissible development of similar information', 'permissible acquirement of similar information']",(i) information that either is legally in COMPANY’s possession without restriction or publicly available to COMPANY prior to the disclosure of such information hereunder;
['confidentiality of agreement'],"Except to the extent permitted by paragraph 1.5 hereof, for a period of twelve (12) months following the conclusion of any discussions or negotiations relating to the Acquisition, the parties hereto will direct their respective Representatives to not disclose to any person or entity that the Confidential Information has been made available, that discussions or negotiations are taking place or have recently taken place concerning the Acquisition, or any of the terms, conditions or other facts with respect to any other possible transaction between the parties hereto."
['survival of obligations'],9. This Agreement shall be in full force and effect for a period of seven (7) years commencing on the date first stated above.
"['sharing with third-parties', 'sharing with employees']","(i) any of such information may only be disclosed to those of your directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other sources of financing (collectively, ""your representatives"") who need to know such information for the purpose of evaluating a Possible Transaction between you and the Company (it being understood that your representatives shall be informed by you of the confidential nature of such information and shall be directed by you, and shall each expressly agree, to treat such information confidentially in accordance with this Agreement) and"
['sharing with employees'],"Confidential Information of the other Party may be provided to a Party’s employees only on a need-to-know basis, and prior to such provision, the Party will notify each employee to whom such disclosure is made that such Confidential Information is received in confidence and shall be kept in confidence by such employee."
['permissible acquirement of similar information'],"VIII. The obligation to maintain secrecy as mentioned before is not valid for such documents, information, knowledge, samples and data, which have already been public at the moment of their forwarding, which have become public after their forwarding without the CONTRACTOR being responsible for this, which have been made available to the other CONTRACTOR by a third party after their forwarding in a legally allowable way and without any limitation regarding secrecy or use, which have provably been in the possession of the other CONTRACTOR already at the moment of their forwarding."
['explicit identification'],Antennas and RF Front-end O3220 4.0 CONTROLLED
['survival of obligations'],The Receiving Party's obligations with respect to the protection of Proprietary Information shall survive any termination or expiration of this Agreement for the period of protection specified in paragraph 7 above.
['no licensing'],All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party.
['return of confidential information'],"Upon receipt of a Termination Notice, Recipient shall, within twenty (20) calendar days, either:"
['permissible acquirement of similar information'],b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or
['limited use'],"5. Confidential Information shall not be provided in any form by the Receiving Party to any third party without the prior permission of the Disclosing Party, unless otherwise required by law."
"['permissible development of similar information', 'inclusion of verbally conveyed information', 'permissible acquirement of similar information']","""Evaluation Material"" means all information (including information in the form not only of written information but also information which may be transmitted orally, visually or by any other means) provided to the Recipient by the Disclosing Party or any of its Representatives relating to the Disclosing Party its direct and indirect, subsidiaries and their business, affairs, financial position, assets, operations and activities including, without limitation, information provided for inspection in any data room and all reports, evaluations, notes, analysis, documents, geological, engineering, geophysical and/or land maps or data, financials, trade secrets or any other documents or information pertaining in any way whatsoever to the Disclosing Party and its direct and indirect subsidiaries, together with all analysis, evaluations, compilations, notes, studies or other documents prepared by the Recipient or its Representatives containing or based upon, in whole or in part, such information or reflecting the review of, or interest in the Disclosing Party or the Transaction and includes all information, if any, previously made available to the Recipient or its Representatives; provided that Evaluation Materials will not include any information which:"
['no licensing'],No license or conveyance of any such rights is granted or implied under this Agreement.
['no licensing'],"The Confidant acknowledges that it has no proprietary rights, title or interest in, and will not acquire any licence, rights, title or interest in, any Confidential Information or other information disclosed by NostraData to the Confidant."
['no licensing'],"(b) As between the Parties, the Confidential Information (including notes, extracts, summaries, copies or tangible embodiments to the extent incorporating or reflecting the Confidential Information) remains the sole property of the Disclosing Party."
['survival of obligations'],"This Agreement may be terminated at all times with a 30 daysʼ prior written notice provided, however, that the confidentiality obligations herein shall terminate"
['no licensing'],5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party.
"['sharing with third-parties', 'sharing with employees']",Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis.
['no licensing'],4. All Confidential Information shall remain the property of Tompkins Cortland Community College.
['notice on compelled disclosure'],"Notwithstanding anything herein to the contrary, the covenants in this Section 4 shall not apply to Confidential Information that the Restricted Party is required to disclose by applicable Law, after providing written notice to the Alliqua Entities before producing the information, which notice shall be given as soon as practicable, so that the Alliqua Entities, at their sole expense, may seek a protective order or other appropriate remedy."
['permissible acquirement of similar information'],3.4 is properly received by the Receiving Party from a third party who is rightfully in possession of such Confidential Information and who is not bound by any obligation of confidence or secrecy; or
"['sharing with third-parties', 'sharing with employees']","2. Each Party may reveal the Confidential Information only to its employees, agents and consultants who have a need to know such information for the purpose of this Agreement and who have been duly informed of the confidential nature of the Confidential Information."
['permissible development of similar information'],"(iii) Information independently derived by you, whether before, on or after the date of this letter, and which is not Derivative Information."
['return of confidential information'],"If either Company decides that it does not wish to proceed with a Possible Transaction, it will promptly inform the other Company of that decision."
['no solicitation'],"(i) hire or offer to hire any of Company's, Phoenix Footwear's or PFG Acquisition's officers, employees, or agents;"
['no licensing'],"The parties further acknowledge and agree that each party reserves the right, in its sole discretion, to terminate discussions and negotiations with the other party at any time and for any reason or no reason."
['sharing with third-parties'],"The Company may, however, participate in discussions or negotiations with, and provide confidential information to, a third party, if the Chairman of the Board of the Company determines in good faith, after receiving advice from the Company's financial advisor, that such third party has submitted a bona fide proposal or indication of interest that is, or could reasonably be expected to lead to, an Acquisition Proposal that is financially superior to the non-binding indication of interest contained in the letter of August 7, 1997 from Robert W. Cardy to Paul L. Foster; provided, however, that the Company agrees to inform us of the receipt of any such proposal."
['confidentiality of agreement'],"The term ""Information"" as used herein also includes"
['survival of obligations'],"H. The termination of the discussions or relationship between the parties shall not relieve Signee or its employees, agents or affiliates of the obligations of nonuse or nondisclosure under this Agreement or the obligation to return or destroy certain materials."
['inclusion of verbally conveyed information'],"Confidential Information may be in any written format, including an email transmission via electronic media and oral information."
"['explicit identification', 'inclusion of verbally conveyed information']","""Confidential Information"" means any information, technical data, or know-how, including, but not limited to that which relates to research, products, software, services, development, inventions, processes, designs, drawings, formulas, engineering, marketing, finances, financial models, and business plans, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary."
['permissible acquirement of similar information'],"(b) after disclosure by Company, is lawfully obtained by Supplier from a third party who has the right to disclose such information to Supplier; or"
['limited use'],(a) to use the disclosing party’s Confidential Information solely for the Purpose stated above and for no other reason;
['permissible acquirement of similar information'],"(d) ""Evaluation Material"" shall not include any information which Participant can demonstrate"
['limited use'],Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction.
['no solicitation'],"(b) make, or in any way participate in, directly or indirectly, any ""solicitation"" of ""proxies"" (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company,"
['return of confidential information'],"Also, Contractor hereby assigns, and agree to assign, to the Company all Inventions conceived or reduced to practice by Contractor within one year following the termination of our work for the Company (voluntary or otherwise), if the Invention is a result of the Company’s information which was obtained by Contractor during our work for the Company."
"['inclusion of verbally conveyed information', 'sharing with third-parties', 'sharing with employees', 'limited use']","As a condition to such information being made available to Vector and Vector’s potential financing sources and its and their respective directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, ""Representatives""), Vector agrees to treat any information concerning Captaris (whether prepared by Captaris, its advisors or otherwise and irrespective of the form of communication) which is furnished pursuant to this letter agreement to Vector or to its Representatives now or in the future by or on behalf of Captaris (such information herein collectively referred to as the ""Evaluation Material"") in accordance with the provisions of this letter agreement, and to take or abstain from taking certain other actions hereinafter set forth."
['notice on compelled disclosure'],"In the event that law, legal process, court order or any governmental or regulatory authority requires the Receiving Company or any of its Representatives to disclose all or any portion of the Confidential Information, the Receiving Company or such Representative may do so; provided that it shall immediately provide written notice to Owner of the required disclosure, unless such notice is prohibited by law, so that Owner may have an opportunity to seek an appropriate protective order."
['sharing with employees'],"k) ‘Affiliate’ means any legal entity which, at the time of disclosure to it on any `Confidential Information, is directly or indirectly controlling, controlled by or under common control with any of the Parties."
['limited use'],"b. Receiving Party will treat Proprietary Information and NREL Protected Information that is within the Scope and that is disclosed in compliance with Paragraph 2.a, above, as confidential and proprietary and will use such information only for the Purpose."
"['sharing with third-parties', 'sharing with employees']",Confidential Information may be disclosed only to employees or consultants of the Receiving Party who have a need to know.
['notice on compelled disclosure'],"Such Receiving Party shall provide the Disclosing Party with prompt written notice of such requirements so that the Disclosing Party may, at its sole expense, seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement."
['no reverse engineering'],"2.4 Recipient shall not reverse engineer, decompile or disassemble any of the Confidential Information or any products or samples containing Confidential Information; provided, however, Recipient may examine FormFactor's products or samples for the sole purpose of internally evaluating them."
['notice on compelled disclosure'],"Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure."
['permissible development of similar information'],c. is independently developed by Receiving Party without use of Information;
['survival of obligations'],The provisions of this Section
['notice on compelled disclosure'],10. In the event that the receiving party or its employees or Representatives
['permissible post-agreement possession'],(i) may each retain one copy of the Disclosing Party’s Confidential Information for recordkeeping purposes and for the purposes of defending its rights and obligations hereunder and
['return of confidential information'],"Upon termination, all information and materials shall be returned to the respective parties."
['explicit identification'],"Where disclosures are made orally or by visual inspection, the Disclosor shall confirm in writing the fact and general nature of each disclosure within a reasonable time after each such disclosure is made."
['survival of obligations'],the authorities concerned with regards to Classified Confidential Information
"['permissible development of similar information', 'permissible acquirement of similar information']","The term ""Evaluation Material"" shall mean all information, data and analysis furnished by TBI or its Representatives to EnCana or its Representatives relating to TBI or the Transaction, and any analyses, compilations, studies, documents or other material prepared by EnCana or its Representatives containing or based in whole or in part upon such information, data or analysis, but does not include information, data or analysis that"
['permissible post-agreement possession'],"(c) certify in writing to the Disclosing Party that it has complied with the requirements of this Clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement."
['explicit identification'],"The confidential nature of the abovementioned data and information will have to be explicitly declared, printing or writing ‘CONFIDENTIAL’ on the above, followed by the signatures of the representatives of THE PARTIES or, however, clearly indicated as confidential in communications, so to allow THE PARTIES and any authorized person to immediately recognize their confidential nature and apply the subsequent compliance to confidentiality obligations as envisaged in this AGREEMENT."
['limited use'],"Except as otherwise permitted by Section 3, the Receiving Party agrees that it will not, without the prior written consent of the Disclosing Party, disclose or use for its own benefit, or that of any third party, any Confidential Information."
['inclusion of verbally conveyed information'],"As used herein, ""Confidential Information"" will mean any and all scientific, technical, business and financial information, including third party information, that is furnished or disclosed, in whatever form or medium (regardless of whether tangible, intangible, visual, or oral), to the receiving party, before or after the Effective Date."
['no licensing'],5. Nothing herein constitutes a license or other transfer of rights in respect of either party's interest in any Confidential Information disclosed pursuant to this Agreement.
['limited use'],"Any Protected Information provided by the Applicant to ARIN shall be used only in furtherance of the purposes described in this Agreement, and shall be, upon written request at any time, returned to the Applicant."
"['explicit identification', 'inclusion of verbally conveyed information']","Confidential Information also includes any and all, work products, studies and other material prepared by or in the possession or control of the other Party, which contain, include, refer to or otherwise reflect or are generated from any Confidential Information."
"['sharing with third-parties', 'permissible copy', 'sharing with employees']","The Recipient agrees not to copy, duplicate, disclose or deliver all or any portion of the Confidential Information to a third party or permit any other third party to inspect, copy or duplicate the same except those parties deemed necessary by the undersigned to evaluate a possible business relationship (including agents, advisors, affiliates, accountants, attorneys, consultants, and lenders)."
['no licensing'],"(b) All information provided by either ""Party"" to the other party shall remain the sole and exclusive property of the Provider."
['notice on compelled disclosure'],"Provided, however, the Receiving Party shall promptly give a written notice to the Disclosing party so that the Disclosing Party may seek an appropriate protective order."
['no solicitation'],"Recipient will not, within one year from the date of this Agreement, directly or indirectly solicit the employment or consulting services of or employ or engage as a consultant any of the key employees of Provider with whom Recipient has had contact or of whom Recipient has become aware as a result of Recipient’s investigation contemplated herein, so long as they are employed by Provider and for one month after they cease to be employed by Provider."
['limited use'],The Receiving Party will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit.
"['sharing with third-parties', 'sharing with employees']","1.3. ""Representatives"" means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors."
['notice on compelled disclosure'],"The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made."
['inclusion of verbally conveyed information'],"If such information is disclosed either orally or visually, then the Parties will use reasonable efforts to assure protection pursuant to this Agreement."
['limited use'],"Recipient agrees to instruct all such employees that they may not use such Confidential Information for any purpose other than the Business Purpose and (except as permitted by the terms of this Agreement) not to disclose such Confidential Information to third parties, including consultants, without the prior written consent of Premisys."
['survival of obligations'],"The provisions of Sections 1, 2, 3, 4, 5 and 6 shall survive the termination of this Agreement for a period of ten (10) years."
['survival of obligations'],The obligation to confidentiality shall apply for a period of two years beyond the end of the collaboration.
['permissible acquirement of similar information'],(ii) is subsequently learned from a third party who is under no obligation of confidentiality with respect to such Information;
['no licensing'],"6. Each party shall retain all rights of ownership over all intellectual property associated with the above referenced subject matter, including the rights of ownership of patents, trademarks and copyrights."
['confidentiality of agreement'],"(c) any of the terms, conditions or other facts with respect to the Transaction."
['notice on compelled disclosure'],"In the event that the Recipient is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or; in the opinion of counsel for the Recipient , by federal or state securities or other statutes, regulations or laws) to disclose any Confidential Information, the Recipient shall promptly notify Ameren Illinois of such request or requirement prior to disclosure so that Ameren Illinois may seek an appropriate protective order and/or waive compliance with the terms of this Agreement."
['notice on compelled disclosure'],"body or any political subdivision thereof; provided, however, that the recipient of the order shall first have given notice to the disclosing party and made a reasonable effort to obtain a protective order requiring that the Information and/or documents so disclosed to be used only for the purposes for which the order was issued."
['explicit identification'],"b) With respect to any tangible information that a Disclosing Party would like to be treated as Confidential Information under this Agreement, the Disclosing Party shall mark such information as ""Confidential"" prior to disclosing it to the Recipient."
"['sharing with third-parties', 'sharing with employees']","You and your representatives will keep the Evaluation Materials completely confidential; PROVIDED, HOWEVER, that"
['limited use'],Any Confidential Information disclosed pursuant to this Agreement shall be retained in confidence by the Receiving Party and used only for the Purpose.
['no licensing'],"Company acknowledges that all of the Confidential Information is owned solely by FNHA and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain."
['permissible post-agreement possession'],(ii) a Recipient may retain one copy of the Evaluation Material in its Office of the General Counsel solely for record-keeping purposes.
['survival of obligations'],"For the avoidance of doubt, all obligations in this agreement concerning the access, use, distribution, circulation and copying of Proprietary Information supplied by the Agency and the Contractor remain valid and enforceable following completion of the Contract."
['limited use'],Any Proprietary Information provided by one Party to the other shall be used only in furtherance of the Purpose.
"['explicit identification', 'inclusion of verbally conveyed information']","For the purposes of this Agreement, the term ""Confidential Information"" shall include, but not be limited to, documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, product developments, patent applications, know-how, experimental results, specifications and other business information, relating to the Party’s business, assets, operations or contracts, furnished to the other Party and/or the other Party’s affiliates, employees, officers, owners, agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary."
['no licensing'],7.1) Nothing in this Agreement shall be construed as an obligation on either Party to enter into any further agreement of any kind or as granting any license under any patent or other intellectual property rights other than those specifically set out in this Agreement.
['survival of obligations'],This Agreement shall remain in full force and effect for a period of five (5) years from the date hereof or until such time as all of the Proprietary Information becomes subject to any of the exceptions set forth in Paragraph 5 hereof.
['survival of obligations'],The nondisclosure provision of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect indefinitely.
['no licensing'],"The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other."
['no licensing'],"9) Nothing contained in this Non-Disclosure Agreement shall, by express grant, implication, estoppel or otherwise, create in either Party any right, title, interest, or license in or to the Proprietary Information, inventions, patents, technical data, computer software, or software documentation of the other Party."
['survival of obligations'],"The termination of this Agreement shall not relieve the Recipient of the obligations hereunder with respect to Confidential Information of the Provider (which shall survive any such termination and continue for a period of three years from the effective date of this Agreement, provided that such obligations with respect to any trade secrets of the Provider will survive indefinitely), or relieve either party of its obligations under Section 6 of this Agreement or relieve Buyer of its obligations under Section 7 of this Agreement (which shall survive for the stated durations thereof), and the provisions of Sections 3, 5, 8, 9, 10, 11 and 13 shall remain in full force and effect and survive any termination of this Agreement."
"['permissible development of similar information', 'permissible acquirement of similar information']","Confidential Information shall not include any information, other than Personal Information, however designated, that:"
['survival of obligations'],Termination or expiration of this Agreement shall not relieve the Board Member of any obligation with respect to the Confidential Information disclosed or developed hereunder prior to termination.
['inclusion of verbally conveyed information'],"(b) all marketing or financial plans, projections, resources, contracts, studies, and general information relating to the specific business opportunity contemplated herein, whether obtained verbally or in writing, or through observation."
['permissible development of similar information'],(d) is information which the Receiving Party can document was independently developed by the Receiving Party without reference to Confidential Information furnished by the Disclosing Party;
['permissible post-agreement possession'],"(a) to the extent required by law or regulation,"
['no licensing'],"4. All Proprietary Information, including all applicable intellectual property rights residing in the Proprietary Information (including without limitation, patents, copyrights, industrial designs, trademarks and trade secrets), unless otherwise specified in writing by Disclosing Party, are and shall remain the exclusive property of Disclosing Party, including any and all reproductions in any form of said Proprietary Information."
['no reverse engineering'],"3.2.1) Not to analyze, or have analyzed, any Sample in order to determine its chemical structure or composition nor permit any third parties to do the same."
"['permissible development of similar information', 'permissible acquirement of similar information']",Confidential Information shall not include information
['return of confidential information'],The Receiving Party shall return to SINTEC any and all information disclosed by SINTEC as well as any copies thereof automatically upon termination/expiration of the business relation- ship.
['confidentiality of agreement'],"(ii) relates to the business and/or affairs of the Disclosing Party, and includes, but is not limited to, the business and marketing plans and strategies, customers, suppliers, distributors, agents, research and product development plans, products, product cycles, technology, operations, assets, intellectual property, know-how, software, source code, copyright works, trade-marks, concepts, ideas, data, designs, ""look and feel"" design elements, specifications, inventions, algorithms, formulae, processes, techniques, systems and improvements, partnerships, joint ventures, financial statements, financial projections, models, studies, and works in progress of the Disclosing Party."
"['sharing with third-parties', 'sharing with employees']","3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3."
['notice on compelled disclosure'],"d. required to be disclosed by judicial process, provided that the Receiving Party promptly provides notice of such process to the Disclosing Party and cooperates with any efforts of the Disclosing Party to contest disclosure, limits disclosure to the extent strictly required, and otherwise continues to protect such information as Proprietary Information until such time as one of the foregoing exceptions"
['permissible acquirement of similar information'],(c) The receiving party obtains from a third party under conditions permitting its disclosure to others;
['no licensing'],"(a) grant or confer upon the Receiving Party any right, by license or otherwise, to make, or permit others to make, any use whatsoever of the Confidential Information of the Disclosing Party other than as expressly contemplated by this Agreement or by any other written agreement executed after the date hereof, or"
"['permissible development of similar information', 'notice on compelled disclosure', 'permissible acquirement of similar information']","The Receiving Party shall not be bound by the obligations restricting disclosure and use set forth in this Agreement with respect to Confidential Information, or any part thereof, which:"
['no licensing'],"However, the foregoing shall not be deemed to grant to either party a license under the other party’s copyrights or patents."
['explicit identification'],"(b) where such information is disclosed in oral or visual or machine readable form, or in the form of samples or models, it is designated proprietary or commercially sensitive at the time of disclosure and is confirmed by the Disclosing Party as such in documentary form within thirty (30) days from its being disclosed, in which event all the protections and restrictions in this Agreement as to the use and disclosure of said Proprietary information shall apply retrospectively during the said period of thirty days."
['permissible development of similar information'],Information that Recipient can establish:
['survival of obligations'],(b) three years from disclosure to Recipient.
['no solicitation'],"(b) Buyer agrees that, for a period of two years from the date of this Agreement, neither Buyer nor any subsidiary or affiliate of Buyer will solicit for employment any executive officer or senior employee of CBL; provided, however,"
['limited use'],2.3 Recipient shall use Confidential Information solely and exclusively for the purpose of this Agreement.
['limited use'],(a) use the Proprietary Information for any purpose other than to further the business relationship of the Parties and for the sole benefit of Discloser; or
"['permissible development of similar information', 'notice on compelled disclosure', 'permissible acquirement of similar information']",3. The obligations of confidentiality under this Agreement shall not apply to any information that:
['survival of obligations'],"Notwithstanding the delivery to the Disclosing Party (or the destruction by the Recipient) of Confidential Information of the Disclosing Party pursuant to this Section 4, the Recipient and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement."
"['sharing with third-parties', 'sharing with employees', 'limited use']",(a) the Company shall
['permissible acquirement of similar information'],"(ii) was or becomes available to the Company from a source other than MCI or its Representatives, provided that such source is not known by the Company to be bound by an obligation of confidentiality to MCI or its Representatives or"
['no licensing'],(a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party.
"['permissible development of similar information', 'inclusion of verbally conveyed information', 'permissible acquirement of similar information']","(a) ""Evaluation Material"" means any oral or written information concerning Sunglass Hut, its subsidiaries, business, markets, products, prospects or finances furnished by it (in such capacity, the ""Provider"") or any of its Representatives (as defined below) to Luxottica (in such capacity, the ""Recipient"") or any of its Representatives, except information which:"
['sharing with employees'],"The Parties shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members and/or employees having a need to know Confidential Information and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without the prior written consent of the other party, which consent shall not be unreasonably withheld."
['notice on compelled disclosure'],"If the receiving party or any of its Associates becomes legally required under applicable law, regulation or securities exchange listing agreement, or by a competent governmental, administrative, securities exchange or regulatory authority or in a proceeding before a court, arbitrator or administrative agency, to disclose any portion of the Confidential Information, that discussions or negotiations between the parties hereto are taking or have taken place, or any of the terms, conditions or other facts with respect to the Transaction, including the status thereof, the receiving party"
['permissible acquirement of similar information'],"(4) all information concerning or related to the Transaction; provided, that the Confidential Information of the Disclosing Party shall not include"
['survival of obligations'],Both parties further agree that their obligations under this paragraph survive the termination of the relationship between the two parties.
['limited use'],The Recipient shall not
['no licensing'],"6. You will not sell, license, distribute, give away, or obtain from any other source other Open Group Exam materials, questions or answers;"
['limited use'],(a) is the complete agreement of the parties concerning the subject matter hereof and supersedes any prior agreements whether oral or written with respect to disclosures concerning such subject matter;
['notice on compelled disclosure'],"Nothing in this Agreement shall prohibit either party from disclosing Confidential Information of the other party if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (""Required Disclosure""), provided that the discloser then shall"
['notice on compelled disclosure'],In the event that the Receiving Party is required to disclose any Confidential Information in accordance with clause 2.3
['permissible acquirement of similar information'],"Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company (except where such public disclosure has been made by Master Distributor or any other person or entity without authorization), or that has been independently developed and disclosed by others (except where such independent development and disclosure has been made by Master Distributor or any other person or entity without authorization), or that otherwise enters the public domain through lawful means."
"['permissible development of similar information', 'permissible acquirement of similar information']","The confidentiality, non-disclosure and non-use obligations of this Agreement shall not apply to Confidential Information disclosed to the Receiving Party that:"
['permissible development of similar information'],(d) is independently developed by or for the Recipient without access to the Discloser's Confidential Information.
['survival of obligations'],c) become applicable.
['permissible acquirement of similar information'],"(iii) is or becomes available to the Recipient on a non-confidential basis from a source other than the Provider or its Representatives,"
['survival of obligations'],All other terms and conditions of this Agreement shall survive the termination of this Agreement.
['return of confidential information'],At the conclusion of the Datathon the Confidant must permanently delete all data provided by NostraData.
['notice on compelled disclosure'],"(b) Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, provided that Receiving Party either"
"['permissible development of similar information', 'notice on compelled disclosure', 'permissible acquirement of similar information']",but does not include information that
['limited use'],2.1. RECIPIENT shall use the Confidential Information only for the Purpose as set forth herein.
['no licensing'],"This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein."
"['sharing with third-parties', 'sharing with employees']","(c) to its employees and officers and to its outside professional advisers or the employees, officers or outside professional advisers of its Affiliates directly concerned with the Permitted Purpose and whose knowledge of the Confidential Information is essential for the Permitted Purpose provided that prior to any disclosure of Confidential Information under the paragraphs"
['permissible acquirement of similar information'],"(d) information that is given to the parties without obligation of secrecy by a third party, who is free to disclose the information, as of the date of such third party's disclosure."
['confidentiality of agreement'],"3. Except as set out above, the receiving party shall not disclose to any person the fact that discussions are taking place between the parties concerning the Purpose, including the status of such discussions."
['inclusion of verbally conveyed information'],"3. ‘Confidential Information’ means any information or sensitive data , which shall include but is not limited to, design, fabrication & assembly drawings, know-how, processes, product specifications, raw materials, trade secrets, market opportunities, or business or financial affairs of the Parties or their customers, product samples, inventions, concepts and any other technical and/or commercial information, disclosed directly or indirectly and in any form"
['survival of obligations'],The rights and obligations of the parties will not merge on the completion of any transaction contemplated by this Agreement and will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing the transaction.
"['permissible development of similar information', 'permissible acquirement of similar information']","Notwithstanding the foregoing, the following shall not constitute Confidential Information for the purposes of this Agreement:"
['limited use'],1. Investor shall keep in confidence and not use the Information for its commercial benefit (except for technical and economic evaluation internal to investor).
['survival of obligations'],"This Agreement and Recipient’s duty to protect Confidential Information expires the longer of three (3) years from the date set forth above or after the conclusion of the Decommissioning of SONGS is completed, unless the Parties agree in writing to a different term."
['confidentiality of agreement'],(iv) not disclose to persons (other than those described in clause
['confidentiality of agreement'],"(D) any of the terms, conditions or facts relating to the Transaction, including the status thereof; or"
['no licensing'],2. The questions and answers of the Exam are the exclusive and confidential property of The Open Group and are protected by The Open Group's intellectual property rights;
['permissible development of similar information'],(iii) is independently developed by you.
['no solicitation'],"(iii) except as contemplated by the Asset Purchase Agreement, solicit, entice or induce any employee of Seller or any Subsidiary of Seller to terminate his or her employment with Seller or any Subsidiary of Seller or hire any person who was or is at any time from the date of execution of the Asset Purchase Agreement to the end of the Non-Competition Period an employee of Seller or any Subsidiary of Seller."
['no licensing'],"3.1. All Confidential Information is and shall remain the property of DISCLOSING PARTY, and DISCLOSING PARTY may use such Confidential Information for any purpose without obligation to RECIPIENT."
['survival of obligations'],"(i) with respect to Evaluation Material that is a Trade Secret under applicable law, the confidentiality obligations set forth herein shall continue to apply so long as such Evaluation Material remains a trade secret under applicable law and"
['notice on compelled disclosure'],"(i) provides the HNBA and/or other disclosing party with written notice within five (5) days of knowing of such legal requirement so that the HNBA has the opportunity to pursue its rights regarding such potential disclosure, and"
"['permissible development of similar information', 'permissible acquirement of similar information']","(i) is common knowledge with respect to companies operating in the industry in which the Disclosing Party conducts its business,"
"['confidentiality of agreement', 'notice on compelled disclosure']","Neither party hereto shall publicly announce or otherwise disclose, without the prior written consent of the other, any proposed terms of or that discussions relating to the Transaction are taking place except for such disclosure as the party seeking to make disclosure has been advised by its legal counsel is required by law, in which case the party seeking to make disclosure shall provide the other party with as much prior notice of such announcement or disclosure (including the proposed text of such announcement or disclosure) as is reasonably possible under the circumstances (and attempt in good faith to obtain such other party's concurrence with the manner and extent of such disclosure)."
['confidentiality of agreement'],"7. Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement."
['notice on compelled disclosure'],"In the event that the Receiving Party is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Disclosing Party of the terms of such disclosure and will collaborate to the extent practicable with the Disclosing Party in order to comply with the order and preserve the confidentiality of the Confidential Information."
['no licensing'],Confidential Information is and at all times remains the property of GTC.
['permissible post-agreement possession'],"(b) to the extent required by your internal compliance procedures, or"
['permissible post-agreement possession']," Confidential Information is required by THE COMPANY for the purpose of disclosures preparation, stipulated by 5 clause of this Agreement; and"
['permissible acquirement of similar information'],"(c) the Receiving Party obtained from a third party not known by the Receiving Party to be subject to any obligation (whether contractual, legal, fiduciary or otherwise) to the Disclosing Party prohibiting such disclosure;"
['inclusion of verbally conveyed information'],"(b) All written XPLORE Information shall be information which is or would generally be considered to be confidential and/or proprietary information, and any information disclosed orally or visually shall be considered confidential Information if it is information which is or would generally be considered to be confidential and/or proprietary information, including if it is reduced to tangible form."
['no licensing'],"2.6 Neither execution of this Agreement nor the furnishing of any Confidential Information to Recipient shall be construed as granting to Recipient, either expressly or by implication, estoppel, or otherwise, any license or right to"
['no licensing'],"The disclosure of Confidential Information by the disclosing Party shall not constitute an express or implied grant to the receiving Party, of any rights to or under the disclosing Party’s patents, copyrights, trade secrets, trademarks or any other intellectual property rights."
['permissible development of similar information'],(e) is independently developed by the receiving party without reference to or use of the other party’s Confidential Information.
['limited use'],"The Undersigned agree that they shall not use proprietary information or trade secrets unknown to the general public belonging to the Providing Party for their own use or for any purpose, other than the purpose authorized in writing by the Providing Party to the benefit of the joint business effort of the parties."
['no solicitation'],"(b) employ or, directly or indirectly, cause to be employed, any persons who"
['permissible acquirement of similar information'],This Agreement imposes no obligation upon Participant with respect to Confidential Information that
"['sharing with third-parties', 'sharing with employees']","1. During the evaluation of the Proposed Transaction, the Recipient agrees to treat confidentially information that is furnished by either the Disclosing Party or its Representatives (as defined below) to the Recipient or the Recipient’s subsidiaries or its or their respective directors, officers, partners, employees, agents, representatives, including, without limitation, financial advisors, counsel, accountants, experts, and consultants (collectively, ""Representatives"") in connection with the Proposed Transaction, together with notes, analyses, compilations, studies or other documents prepared by the Recipient or by its Representatives to the extent they contain or otherwise reflect such information or the Disclosing Party’s review of, or interest in, the Recipient (""Confidential Information"")."
['permissible development of similar information'],(e) is independently developed by Recipient without the use of the Confidential Information.
['notice on compelled disclosure'],"A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of this disclosure as possible."
['survival of obligations'],"6. This Agreement shall terminate two (2) years from the date first written above, except the obligations of confidentiality pursuant to paragraph 3, and the terms of paragraph 4, shall continue for the period specified in paragraph 3."
['permissible post-agreement possession'],"Within ten (10) days following the receipt of a written request referencing this Agreement and this paragraph from either party furnishing Information hereunder, the receiving party will deliver to the furnishing party all tangible materials containing or embodying the Information received from the furnishing party, except for materials containing Information which has been incorporated into analyses, compilations, comparisons, studies or other documents prepared by the receiving party or its representatives, together with a certificate executed by the receiving party certifying that all such materials in the receiving party's"
['no licensing'],"As between the parties, Discloser and Recipient, respectively, will retain all right, title and interest to any Confidential Information provided or disclosed by such party under this Agreement."
['no solicitation'],"During the Restrictive Period, without the prior written consent of the Buyer (which Buyer may withhold in the exercise of its sole, absolute, and arbitrary discretion), Sellers (including, without limitation, any successors) shall not induce or solicit, directly or indirectly, through any other entity or with any other person, (whether as an owner, shareholder, partner, member, director, officer, employee, agent, investor, or otherwise) any employee of the Buyer or its Affiliates who is involved in the managed modem business conducted by Buyer or any of its Affiliates, including, without limitation, the Business, to terminate the employee’s employment with the Buyer or any such Affiliate."
"['explicit identification', 'inclusion of verbally conveyed information']","3. Disclosure: A party (the ""disclosing Party"") may, in connection with the Business Discussions, disclose to the other Party information, including, without limitation, oral, written, graphical or electronic information and all compilations, analyses, notes, copies prepared, generated or delivered there from, which is identified as ""confidential information"" or ""confidential business information"" (the ""Confidential Business Information"") by the Disclosing Party at the time of disclosure to the receiving party (the ""Receiving Party"")."
['no licensing'],Owner shall retain all ownership rights in and to the Confidential Information it discloses to Recipient.
['notice on compelled disclosure'],"In the event that the Receiving Party is asked to communicate the Confidential In-formation to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Disclosing Party of the terms of such disclosure and will collaborate to the extent practicable with the Dis-closing Party in order to comply with the order and preserve the confidentiality of the Confidential Information."
['notice on compelled disclosure'],"(f) is disclosed by the Recipient upon receipt of a legal opinion from counsel that such disclosure is required pursuant to the lawful requirement or request of a governmental agency or disclosure is otherwise required by operation of law (provided, however, that the Recipient shall notify and cooperate with Disclosing Party regarding such required disclosure as set forth in Section 6.0)."
['notice on compelled disclosure'],"v. is required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest the disclosure."
"['confidentiality of agreement', 'sharing with third-parties', 'sharing with employees', 'limited use']","Subject to the immediately succeeding paragraph, unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party"
['notice on compelled disclosure'],"If, in the absence of a protective order (or other protective remedy), the Recipient or its Representative is compelled to disclose Confidential Information, the Recipient or its Representative may disclose such information without liability hereunder; provided, however,"
"['sharing with employees', 'limited use']","Recipient agrees to hold all of the Confidential Information in trust and confidence and agrees that it shall be used only by Recipient or its employees with a need-to-know for the contemplated purpose set forth above, and shall not be used for any other purpose or disclosed to any party who is not bound by a non-disclosure agreement with the Company."
['notice on compelled disclosure'],"If the Recipient will disclose Confidential Information of the Disclosing Party pursuant to a judicial or United States governmental action, the Recipient shall make reasonable efforts to notify the Disclosing Party prior to complying with such action."
['limited use'],"Recipient shall not, at any time, make any use of the Confidential Information for any other purpose."
['no licensing'],"Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement."
['no licensing'],This Agreement is not intended to create any right in or obligation of any Participating Entity or third party other than those expressly stated herein.
"['sharing with third-parties', 'sharing with employees']","(ii) to disclose Confidential Information to only those of its directors, officers, agents, employees, corporate affiliates and third parties retained by the Receiving Party who have a need to know such information in order for the Receiving Party to accomplish the purposes set forth in Paragraph 4 hereof and who are made aware of the confidentiality provisions of this Agreement (and in the case of a third party, who have signed a binding undertaking of confidentiality and non-use substantially equivalent to this Agreement), and"
"['confidentiality of agreement', 'inclusion of verbally conveyed information']","""Confidential Information"" means any information, technical data or know-how, software, data and analysis, including without limitation information relating to or including released or unreleased products and services, product development efforts, the marketing or promotion of any product, business policies or practices, business plans and forecasts, financial results, potential transactions and business combinations, the fact the parties are in discussions with each other and any information related to those discussions, and other information relating to the business, operations and affairs of the disclosing party, whether conveyed in writing or orally, regardless of whether marked confidential or proprietary, the manner or form in which it is provided, or whether tangible or intangible, furnished by or on behalf of the disclosing party to the receiving party or its Associates following the date of this agreement in connection with the evaluation of a potential Transaction (including, without limitation, any information that the disclosing party notifies the receiving party has been made available to the disclosing party or its Associates by third parties and that the disclosing party has an obligation to such third party to keep confidential, as long as the receiving party is deemed to have been notified that the disclosing party has an obligation to keep confidential the terms of its contracts with third parties)."
['permissible development of similar information'],"(D) is independently developed by the receiving party without use of or reference to any Evaluation Material, or"
['survival of obligations'],This Section shall survive termination of this Agreement.
['inclusion of verbally conveyed information'],"• Information about ATA client accounts,"
['permissible post-agreement possession'],"(iii) your Representatives that are accounting firms, investment banks or similar organizations may, subject to the terms of this Agreement, retain copies of the Evaluation Material in accordance with policies and procedures implemented by such persons in order to comply with applicable law, regulation or professional standards (provided that such Representatives do not provide you access to any such retained Evaluation Material)."
['permissible acquirement of similar information'],"2. The aforementioned non-disclosure obligation and restriction of use laid down herein does not extend to such information which is state of the art in the public domain and to which the Recipient has access without breach of law, and also not to such information to which the Recipient already had access without breach of law before the Information was disclosed to him by the Discloser, and finally not to such information which the Recipient was eligible to obtain from a third party."
['no licensing'],"Nothing in this Agreement is intended to grant or transfer any right to Receiving Party under any patent, copyright or other intellectual property right of Disclosing Party, nor shall this Agreement grant or transfer to the Receiving Party any right in or to the Confidential Information except as expressly set forth herein."
['confidentiality of agreement'],12 Each party agrees not to circumvent this agreement through the use of subterfuge involving the use of third parties.
['confidentiality of agreement'],(ii) that discussions or negotiations are taking place between the Parties concerning a Possible Transaction or
['sharing with employees'],who have a need to know such information for the Purpose and according to the terms and conditions contained herein.
"['permissible development of similar information', 'permissible acquirement of similar information']",(b) widely used programming practices or algorithms;
"['sharing with third-parties', 'sharing with employees']","negotiating and/or implementing a Possible Transaction,"
['permissible post-agreement possession'],"Notwithstanding anything to the contrary herein,"
['survival of obligations'],The terms of this section shall survive the term of this Agreement.
['survival of obligations'],"(9), shall survive the expiration or termination of this Agreement until the expiration of the period ending five (5) years after the date first set forth above."
['permissible post-agreement possession'],possession have been delivered to the furnishing party or destroyed.
['survival of obligations'],"Notwithstanding the return or destruction of the Confidential Information, the Company and its Representatives will continue to be bound by the confidentiality and other obligations hereunder, until the expiration of three years from the date of this Agreement, unless a lesser duration is specified herein."
['no solicitation'],"You agree that, for the period ending the earlier of"
['confidentiality of agreement'],"Each Party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person (other than such party's Representative's on a need to know basis) the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a possible Transaction or any of the terms, conditions or other facts with respect to the possible Transaction (including the status thereof); provided, that a party may make such disclosure if"
"['no licensing', 'inclusion of verbally conveyed information']","4. The Confidential Information, regardless of whether it is in oral or written, or partial or complete, form, shall be and remain the property of the Company, whether provided to or copied by Recipient."
['inclusion of verbally conveyed information'],"(b) ""Evaluation Material"" means any information or data concerning the Company or any of its Affiliates, whether in oral, visual, written, electronic or other form, that is disclosed to Buyer or any of its Representatives [before the date hereof,]6 now or in the future by or on behalf of the Company or any of its Representatives, together with all notes, memoranda, forecasts, summaries, analyses, compilations and other writings relating thereto that are prepared by or on behalf of Buyer or any of its"
['no licensing'],"Nothing contained in this Agreement shall be construed as granting or conferring any rights to the Receiving Party by license or otherwise, expressly, impliedly or otherwise, for any information, discovery or improvement made, conceived, or acquired after the date of this Agreement, or for any invention, discovery, or improvement made, conceived or acquired prior to the date of this Agreement."
"['permissible development of similar information', 'permissible acquirement of similar information']",(b) is rightfully received by the Recipient from a third party that has no applicable duty of confidentiality;
['limited use'],(c) not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS;
['permissible development of similar information'],• Is independently developed; or
['inclusion of verbally conveyed information'],"(a) For purposes of this Agreement, ""Confidential Information"" means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:"
['no solicitation'],(i) any of the officers of the Disclosing Party or
['return of confidential information'],"After completion of the work, the CONTRACTOR will return all data forwarded by the PURCHASER including the copies thereof to the PURCHASER or completely delete the data including the copies thereof."
['limited use'],"1. The Parties agree to use the Confidential Information received hereunder solely for the purpose of performing the service or services for which the Company and Tompkins Cortland Community College have made an agreement (""Purpose""), and only to the extent necessary for the stated Purpose."
"['sharing with employees', 'limited use']",Each party may disclose Confidential Information received from the other party to other members of the recipient's company for use only in connection with the Business Purpose and each party shall be responsible for observance of the provisions of this Agreement by such other members of its respective group.
['no licensing'],"Disclosure of the confidential information by either Entrusting party(Party A) or Recipient (Party B )to the other party or its representatives shall not be construed to constitute an assignment or grant to the other party or its representatives of the rights and interests in relation to its trade secrets, trademarks, patents, know-how or any other intellectual property, nor shall it constitute an assignment or grant to the other party or its representatives the rights and interests in relation to the trade secrets, trademarks, patents, know-how, or any other intellectual property authorized by a third party."
['no licensing'],6. All Confidential Information shall remain the property of DISCLOSING PARTY.
['permissible acquirement of similar information'],"(d) Confidential information which is disclosed, without obligation of confidentiality, to the receiving party by a person or entity not party to this Agreement and who is entitled to disclose such information without breaching an obligation of confidentiality."
['permissible development of similar information'],"The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either Party from developing, making or marketing products or services that are or may be competitive with the products or services of the other; or providing products or services to others who compete with the other Party; as long as those results have not become from a breach of this Agreement."
['permissible copy'],"All copies shall contain, on reproduction by the Recipient, the same proprietary and confidential notices and legends which appear on the original Confidential Information, unless expressly authorized otherwise by the Discloser prior to reproduction."
['permissible development of similar information'],(d) independently known by or independently developed by the Recipient without the use of Confidential Information disclosed by the Discloser; or
['permissible development of similar information'],(c) Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or
['return of confidential information'],"Upon the Closing (as defined in the Purchase Agreement) of the transactions contemplated by the Purchase Agreement, ARC agrees that all copies and originals of all documents and other materials containing or referring to the Company's Confidential Information as may be in ARC's possession, or over which ARC may have control, shall be delivered by ARC to Belcan immediately, with no request being required."
['notice on compelled disclosure'],"4. In the event that Potential Purchaser, its Affiliated Entities, and/or its Representatives receive a request or are required to disclose any of the Evaluation Materials, pursuant to any applicable law, rule, regulation, regulatory authority, subpoena, order, summons, lawsuit, or other applicable judicial or governmental order, or any other legal process, Potential Purchaser shall provide the Company with prompt notice so that the Company may seek a protective order or other appropriate remedy at the Company’s expense."
['no licensing'],All documents or materials constituting the INFORMATION and all reproductions thereof shall at all times remain the sole property of OWNER and shall promptly be returned by RECIPIENT upon request.
"['permissible development of similar information', 'permissible acquirement of similar information']",2. Confidential Information does not include information that
['confidentiality of agreement'],"Representatives identified on Exhibit B hereto, or to the NEW RIVER Representatives identified on Exhibit C hereto."
"['return of confidential information', 'permissible post-agreement possession']","Upon termination of this agreement, all the confidential information made available by M&R shall be returned to M&R on request of M&R, all copies that were made shall be destroyed or handed over to M&R and all stored information shall be deleted."
['return of confidential information'],"The Receiving Party agrees, upon termination of the Business Purposes or upon the written request of the other Party, whichever is earlier, to promptly deliver to the other Party all records, notes, and other written, printed, or tangible materials in the possession of the Receiving Party, embodying or pertaining to the Confidential Information."
['permissible development of similar information'],"Nothing in this Agreement will be construed as a representation that a Receiving Party will not develop, communicate or use technology, information or products that, without violation of this Agreement, compete with, are the same as, or similar to the Disclosing Party’s Confidential Information."
"['permissible copy', 'sharing with employees']","2. The Receiving Party agrees to hold in confidence the AMDOCS Confidential Information, including derivatives thereof in any form (e.g., reports or analyses relating to such information, whether or not provided by AMDOCS), and to refrain from copying, distributing, disseminating or otherwise disclosing the AMDOCS Confidential Information to anyone, other than to employees of the Receiving Party who have a need to know such information for purposes of performing the Services."
['permissible acquirement of similar information'],"Further, either party shall be free to use for any purpose the residuals resulting from access to or work with Confidential Information disclosed hereunder; provided however that the Receiving Party shall maintain the confidentiality of the Confidential Information as required by this Agreement."
['limited use'],Receiving Party agrees not to use the Confidential Information disclosed to it by Submitting Party for its own use or for any purpose except to carry out evaluation of the submission according to the Contest Rules.
['permissible acquirement of similar information'],2.3 has been received from a third party who did not acquire it in confidence from the Donor or from someone owing a duty of confidence to the Donor.
['survival of obligations'],"Notwithstanding termination, the obligations of limited use and nondisclosure under this Agreement shall remain in effect until expiration of the period referred to in Section 2."
['permissible acquirement of similar information'],"2. Notwithstanding the above, Proprietary Inform on shall not include information"
['sharing with employees'],"1. Buyer agrees not to disclose or reveal any Confidential Information, including the existence of the Listing, to any persons or entities other than Buyer’s employees or representatives who are directly participating in the evaluation of the information, and only then in connection with the proposed acquisition."
['limited use'],"C. Each party hereto is willing to disclose such confidential, proprietary and trade secret information to the other party solely in order to enable it to discuss and explore the Purpose and for no other purpose, and each party hereto agrees that it shall maintain the confidentiality of the information of the other party in accordance with the terms and conditions of this Agreement."
['no solicitation'],"In consideration of the Evaluation Material being furnished by Captaris hereunder, Vector hereby agrees that, for a period of twelve months from the date hereof, it will not, and will not encourage or assist its affiliates to, solicit for employment"
['inclusion of verbally conveyed information'],"The foregoing information and materials shall be ""Confidential Information"" whether evidenced, transferred or transmitted in writing, orally, visually, electronically or by any other means, and whether disclosed before or after the date of this Agreement."
['sharing with third-parties'],"(i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for five (5) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) of this Agreement;"
['inclusion of verbally conveyed information'],"• Revenue processing equipment and processing operations,"
['no licensing'],6.1 IHiS reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited here are granted or to be implied from this Agreement.
['survival of obligations'],The confidentiality obligations under this Agreement shall remain in effect for the longer of
['no reverse engineering'],Supplier shall not decompile or reverse engineer Company Products and any information resulting from any decompiling or reverse engineering shall be deemed to be Confidential Information of Company.
"['permissible development of similar information', 'notice on compelled disclosure', 'permissible acquirement of similar information']","No confidentiality and non-disclosure obligations shall apply if, and to the extent that the Confidential Information -"
"['permissible development of similar information', 'permissible acquirement of similar information']",The Recipient shall not be precluded from disclosing the Confidential Information that is
['limited use'],(i) agrees not to use the Confidential Information for its own use or for any purposes except the Authorized Purpose expressly set forth above;
['return of confidential information'],"Recipient shall, upon accomplishing the limited purpose of evaluating the Transaction, or at any time upon the request of the Company, immediately destroy or return to the Company all Confidential Information (including notes, writings and other material developed therefrom by Recipient) and all copies thereof and retain none for its files."
"['sharing with third-parties', 'sharing with employees']","(i) any of such information may be disclosed to those of our directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other sources of financing (collectively, ""our representatives"") who we reasonably determine need to know such information for the purpose of evaluating a Possible Transaction between us and the Company (it being understood that our representatives shall be informed by us of the confidential nature of such information and shall be directed by us, and shall each agree to treat such information confidentially) and"
['notice on compelled disclosure'],The Disclosing Party shall provide the other Party with prior notice to the extent practicable.
['notice on compelled disclosure'],"Notwithstanding the foregoing, the receiving party shall be entitled to make any disclosure required by law of the other party's Confidential Information, but shall give the other party not less than two business days' notice of such disclosure and shall consult with the disclosing party prior to such disclosure with a view to avoiding such disclosure if legally possible."
['return of confidential information'],"All Documents made available hereunder, including all copies, notes, summaries, and abstracts thereof, shall be returned to the Disclosing Party or destroyed upon completion of the Agency Sales and Marketing Services with Distributor or upon written request by the Disclosing Party, and Recipient shall certify in writing that it has complied with the provisions of this Agreement."
"['survival of obligations', 'permissible post-agreement possession']","Notwithstanding this Section 4(f), the Receiving Party shall not be required to purge Confidential Information from its computer system’s historical back-up media, provided that such Confidential Information that is retained will remain subject to the terms of this Agreement."
"['sharing with third-parties', 'sharing with employees']",Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both
"['permissible development of similar information', 'permissible acquirement of similar information']","(b) personnel, business practices, business policies, the terms of any agreements between the Parties, pricing information, information relating to research and development, know-how, methodologies, inventions, specifications, software, market analyses, research strategies, projections, forecasts, proposal related documents and responses, data center and/or facility procedures and operations, data center and/or facility audit results, and compilations, summaries, analyses, copies, or other reproductions, in whole or in part, of the foregoing, except to the extent to which Recipient can establish by legally sufficient evidence that such information:"
['confidentiality of agreement'],"Both parties agree not to issue or release any articles, advertising, publicity or other matter relating to the existence of this Agreement or any Confidential Information (including the fact that a meeting or discussion has taken place between the parties) or mentioning or implying the name of the other party, except as may be required by law and then only after providing the other party with an opportunity to review and comment thereon."
['return of confidential information'],"8. Return of Confidential Information – If you determine not to pursue a Transaction, you will advise us of that fact forthwith upon such determination being made."
['limited use'],"3. Company and BUYER agree that they will not use the other party's Confidential Information for any purpose other than for the intended purposes, without the prior written permission of the other party."
['sharing with employees'],"Restrict the release, access and use of the Confidential Information to those employees and officers who must have access to the Confidential Information in order to permit the Company, in good faith, to determine whether to submit a bid based on the RFP, save and except as otherwise provided herein;"
['none-inclusion of non-technical information'],"WHEREAS, FDI has compiled and maintains certain databases pertaining to ophthalmic frame style specifications which it updates and modifies from time to time that includes textual and graphic data relating to frames manufactured by various manufacturers (the ""Data""); Developer develops optical practice management software applications (the ""Applications"") and wishes to obtain a sample of certain Data (the ""Sample Data"") for the sole purpose of assessing whether Developer can adapt the Applications to be compatible with the Sample Data (the ""Permitted Purpose""); and FDI is willing to provide Developer with a sample of Sample Data for the Permitted Purpose for a limited time (the ""Assessment Period"") on the terms and conditions set forth below;"
['inclusion of verbally conveyed information'],"Information under this Agreement is defined as any data or knowledge from Bomatec or the Business Partner that Bomatec has made or will make available to the Business Partner, or vice versa, in verbal, written or electronic form or in the form of one or several objects, irrespective of whether such data and knowledge was designated as confidential or secret."
['survival of obligations'],"The foregoing commitments in this Agreement will survive any termination of discussions between the parties, and will continue for a period of two (2) years following the date of this Agreement, except to the extent explicitly terminated in writing by both ZipRealty and Company."
['notice on compelled disclosure'],"(e) Recipient is required by law to disclose, provided the Recipient shall, where possible, so advise Provider in advance of such disclosure so as to allow Provider an opportunity to challenge such disclosure."
['sharing with employees'],"Each Receiving Party may disclose the Confidential Information of Disclosing Party to its own employees assisting in making an evaluation of the Confidential Information; provided, however, that such employees are advised of the confidentiality and non-use obligations hereunder and are legally obligated by written agreement or otherwise to maintain the confidentiality and non-use of the Confidential Information."
"['permissible development of similar information', 'permissible acquirement of similar information']","""Confidential Information"" does not include, and there shall be no obligation hereunder with respect to, information that:"
['inclusion of verbally conveyed information'],"(a) For purposes of this Agreement, ""Confidential Information"" means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by Receiving Party or its Representatives (as defined herein), whenever and however disclosed, including, but not limited to:"
['no licensing'],5. Confidential Information disclosed under this Agreement (including information in computer software or held in electronic storage media) shall be and shall remain the property of the Disclosing Party.
"['permissible development of similar information', 'permissible acquirement of similar information']","(b) As used in this Agreement, ""Confidential Information"" specifically excludes any information that:"
['permissible development of similar information'],(d) has been or is independently developed by you or your Representatives without the use of the Evaluation Material or in violation of the terms of this letter agreement.
['no licensing'],This Agreement does not transfer ownership of Confidential Information or grant a license thereto.
"['sharing with third-parties', 'sharing with employees']","The obligations of the Parties shall be to hold and maintain the Confidential Information in the strictest of confidence at all times and to their agents, employees, representatives, affiliates, and any other individual or entity that is on a ""need to know"" basis."
['no reverse engineering'],"Master Distributor further agrees not to copy, reverse engineer, disassemble, decompile or otherwise reproduce any Product or its equivalent, in whole or in part."
['no licensing'],This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.
['sharing with employees'],"""Representative"" means any officer or employee of the Recipient, or any adviser engaged by the Recipient in connection with the Due Diligence and to whom the Recipient is permitted to disclose the Confidential Information under Clause 3.1."
['no licensing'],"1. EMPLOYEE shall promptly and fully disclose to FRANKLIN any and all inventions, discoveries, writings, programs, and improvements made by him or her pertaining to or useful in the business of FRANKLIN during his or her period of employment by FRANKLIN, and any improvements to his or her invention, writings, programs, and discoveries, made, conceived or acquired by him or her no later than one year after the termination of employment, whether made or conceived solely or jointly with others, whether during regular business hours or otherwise; said Inventions, discoveries, writings, programs or improvements shall become and remain the property of FRANKLIN whether or not patent applications or copyright, trademark, or maskwork registrations are filed thereon."
['return of confidential information'],"Upon the completion or termination of the Business Purpose, each recipient shall promptly deliver up to the disclosing party all Materials supplied by the disclosing party incorporating any Confidential Information of that party and all copies thereof and destroy or erase any Confidential Information contained in any materials and documentation prepared by or on behalf of the recipient or recorded in any memory device."
['permissible acquirement of similar information'],(b) becomes rightfully known by the Receiving Party from a third-party source not under an obligation to Disclosing Party to maintain confidentiality;
['permissible post-agreement possession'],"(ii) your outside legal counsel may, subject to the terms of this Agreement, retain in its files a copy of any Evaluation Material solely for use in connection with any disputes between the parties relating to the Evaluation Material or a possible negotiated transaction involving the parties and"