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transnational law transnational law (lex mercatoria or international business law) and "Duty of confidentiality" 2016-03-01 13:58:16 https://www.trans-lex.org/img/logo_ball.png
Principle

No. IV.6.13 - Duty of confidentiality

Where information is given as confidential by one party in the course of negotiations, the other party is under a duty not to disclose that information or to use it improperly for its own purposes, whether or not a contract is subsequently concluded. Where appropriate, the remedy for breach of that duty may include compensation based on the benefit received by the other party.

Commentary
1 For the Principle to apply, one party must make it clear to the other side that information given shall remain confidential. Absent such a clear indication, a duty of confidentiality may exist if, in light of the circumstances of the case, it would be contrary to the general Principle of good faith and fair dealing to disclose information which one party has received from the other or to use it for own purposes once the negotiations are terminated or broken off.

2 It follows from this Principle that information concerning confidential (settlement) negotiations between the parties are generally considered inadmissible as evidence in subsequent arbitration or court proceedings. The same applies to oral or written declarations or statements by the parties in mediation ("mediation privilege").

Please cite as: "Commentary to Trans-Lex Principle , "
References
Principles / Restatements
Contract Clauses
1. Contractual Duty of Confidentiality
Employment Contract

(...) the Trustee will provide the Employer with the Software and the corresponding instructions for installation and use. The Software is proprietary information of the Trustee and the Employer may not sell, distribute, copy or use it for any purpose other than to process withdrawals (...)
2000
Company Information
Employee agrees at all times during the Term and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Board of Directors of the Company, any Confidential Information of the Company, except under a non- disclosure agreement duly authorized and executed by the Company. Employee understands that Confidential Information means any non-public information that relates to the actual or anticipated business or research and development of the Company, technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on whom Employee called or with whom Employee became acquainted during his entire term of his employment with the Company), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information (...)
2003
EM Plan
The Landlord shall use reasonable endeavours to ensure that its managing agent or other party responsible for the operation or  management of the Estate will (...) keep all data provided by the Tenant confidential (except where disclosure of it is required by law) and only use such data to ensure that the Estate is run in a reasonable sustainable way that minimises its environmental impact so far as reasonably practicable.
2010
Company Information
I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or disclose, except for the benefit of the Company, to any person, firm or corporation without written authorization of the Chief Executive Officer of the Company, any Confidential Information of the Company. I understand that “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the term of my employment), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering data, hardware configuration information, marketing, financial or other business information disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. I further understand that Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.
2011
Sales & Purchase Contract
Confidentiality
The Parties hereto and their employees, agents, representatives and counsels shall treat the terms and conditions under this Contract and any its supplementary agreements as business secrets, and shall not disclose the information to any third party without consent of the other party. Otherwise, the breaching party shall compensate as much as twice of the direct or indirect losses of the other party.
Software License
A Company grants to Customer a temporary, personal, non-exclusive and non-transferable license to use the Software (...) Customer may not distribute, modify, lease, sub-license, or prepare a derivative work of the Software. Customer agrees to keep confidential and use Customer's best efforts to prevent and protect the contents of the Software from unauthorized disclosure or use.
Confidentiality
Customer acknowledges that the Material and documentation provided to Customer under this Agreement represent valuable proprietary information to X and that unauthorized dissemination of this information (...) could cause irreparable harm to X (...) Customer therefore agrees to hold such Material and documentation information in confidence (...)
Confidential Information
Customer agrees that it shall not disclose to any person or entity which is not a party to this Agreement any information or data fixed in a tangible medium and defined by this Agreement as proprietary information (...)
Patents
Buyer shall hold Seller harmless from liability, loss, or expenses in connection with any infringement with regard to patent, pattern, design, copyright, trademark and the likes originated or chosen by Buyer.
Confidentiality Clause
All information disclosed to the transferee shall be considered solely owned by the transferor and is communicated in confidence. The transferee shall take reasonable precautions to prevent any of the information being made available to any party who has no need to know. Transferee shall provide security measures that meet legal standards for the protection of trade secrets - (International Contracting: Law and Practice - Larry A. DiMatteo - §3.26 - S. 105).
Information of Purchaser and Seller
Information provided by Purchaser to Seller or from Seller to Purchaser remains the property of the transferring party - (International Contracting: Law and Practice - Larry A. DiMatteo - §6.05 A - S. 206).
Confidentiality
Each Shareholder agrees to hold in strict confidence all information concerning or related to the Company ("Confidential Information") and shall not disclose any Confidential Information to third parties unless such Confidential Information is already generally publicly known through no fault of the Shareholder.
1995
Confidentiality
The terms of this Contract, including but not limited to the price paid for Gas, the identified Transporter(s), the quantities of Gas purchased or sold and all other material terms of this Contract shall be kept confidential by the Parties hereto, and shall not be disclosed to any third party except to the extent that any information must be disclosed to a third party for the purpose of effectuating transportation of the Gas delivered hereunder or as may be required by law or regulation.
2000
Confidentiality
(...) each of the Parties shall keep all Confidential Information as strictly confidential and shall not disclose it to any person, and shall use its best endeavours to ensure that such Confidential Information are protected against theft or unauthorised access by any person, during the Term hereof and during the period of three years after the termination of this Contract. For the purpose of this Contract Confidential Information means (i) all information relating to the execution, content and performance of this Contract; and (ii) all trade, legal, accounting, financial and organisational information relating to any of the Parties and/or its Affiliates which becomes known to the Parties as a result of entering into this Contract and/or its performance (...)
2002
Confidentiality
X and Y acknowledge that this Agreement contains certain pricing, adjustment and term provisions which are confidential, proprietary or of a sensitive commercial nature and which would put X or Y at a competitive disadvantage if disclosed to the public, including without limitation, Sections (...) and all of the Schedules and Exhibits hereto ("Confidential Information"). X and Y agree that all provisions of this Agreement shall be kept confidential and, without the prior written consent of the other party, shall not be disclosed to any party not a party to this Agreement except as required by law or governmental or judicial order and except that disclosure of the existence of this Agreement shall not be precluded by this Section X.
2002
Confidentiality
Each Seller Party, Agent and Purchaser will maintain and will cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential proprietary information with respect to each of the Agents and Purchasers and Falcon and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Seller Party, Agent and/or Purchaser and its officers and employees may disclose such information to such Seller Party's, such Agent's and such Purchaser's external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.
2003
Confidentiality
The Parties shall treat the terms and conditions of the New Agreement and the Coal Prices determined pursuant to the New Agreement as confidential and proprietary information. Neither Party shall disclose any such information to any third party without the other Party's prior written consent, which consent shall not be unreasonably withheld; provided, however, that no such consent shall be needed where such disclosure (i) is required by law, regulation, or regulatory agencies having jurisdiction over one of the Parties or (ii) is made in connection with a Party's assertion of a claim or defense in a legal proceeding, and that in either of these events, the Party intending to make such disclosure shall advise the other Party in advance and cooperate to minimize the disclosure of any such information (...)
2003
Duty of Confidentiality
Buyer and Seller represent and warrant that each shall keep all information and/or reports obtained from the other, or related to or connected with the Property, the other party, or this transaction, confidential and will not disclose any such information to any person or entity, with the exception of the officers, directors, employees, partners, agents, consultants or lenders of such party or as may otherwise be required by law, without obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.
2003
Title to Drawings and Specifications
(...) Seller shall use such drawings and specifications only in connection with a purchase order, and shall not disclose such drawings and specifications to any person, firm or corporation or whatsoever entity other than the Buyer or Seller's employees, subcontractors, or governmental inspectors. Seller shall, upon Buyers request, promptly return all drawings and specifications to the Buyer without retaining any copies (...)
2004
Confidentiality
The Parties shall not disclose the existence and the contents of this Agreement to third parties without prior written consent from the other Parties unless such disclosure is required by law or any applicable stock exchange regulations; or occurs in the pursuit of justified interests of the disclosing Party and the recipient of the information (...) is subject to a professional confidentiality obligation (...)
2004
Confidentiality
Buyer and its representatives shall hold in strictest confidence all data and information obtained with respect to Seller or its business, whether obtained before or after the execution and delivery of this Agreement, and shall not disclose the same to others; provided, however, that it is understood and agreed that Buyer may disclose such data and information to the employees, consultants, accountants and attorneys of Buyer provided that such persons agree in writing to treat such data and information confidentially. In the event this Agreement is terminated or Buyer fails to perform hereunder, Buyer shall promptly return to Seller any statements, documents, schedules, exhibits or other written information obtained from Seller in connection with this Agreement or the transaction contemplated herein. It is understood and agreed that, with respect to any provision of this Agreement which refers to the termination of this Agreement and the return of the Deposit to Buyer, such Deposit shall not be returned to Buyer unless and until Buyer has fulfilled its obligation to return to Seller the materials described in the preceding sentence. In the event of a breach or threatened breach by Buyer or its agents or representatives of this Section X, Seller shall be entitled to an injunction restraining Buyer or its agents or representatives from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Seller from pursuing any other available remedy at law or in equity for such breach or threatened breach. The provisions of this Section X shall survive Closing or any early termination of this Agreement.
2004
Buyer's obligations before date of possession
Buyer agrees that, from the date of executing this agreement until the Date for Possession. Buyer and its officers, directors, and other representatives will hold in strict confidence and will not use to the detriment of Seller any data or information obtained in connection with the Agreement.
2006
Confidentiality
Each Party may be given or may obtain access to non-public information (“Receiving Party”) of the other Party (“Disclosing Party”) that the Disclosing Party considers to be of a confidential, proprietary, or trade secret nature (...) the Receiving Party will: (a) maintain the confidentiality of the Confidential Information of the Disclosing Party using a level of effort that will be no less than that used by the Receiving Party to protect its own confidential information; and (b) not directly or indirectly disclose, copy, distribute, republish or allow any third party to have access to any Confidential Information of the Disclosing Party.
2006
Confidentiality
The Parties hereto and their employees, agents, representatives and counsel shall treat the terms and conditions under this Contract and any its supplementary agreements as business secrets and shall not disclose the information to any third party unless upon consent of the other party. Otherwise, the defaulting party shall compensate as much as twice of the direct or indirect losses of the other party.
2007
Confidentiality
All terms and conditions of this Contract as well as any supplement agreement shall be deemed as confidential information by both Parties and their employees, agents, representatives and consultants. Any party shall not disclose to any third party without the consent of the other party.
2008
Confidentiality
During the Confidentiality Period, Sellers and their Affiliates shall treat all trade secrets and all other proprietary, legally privileged or sensitive information related to the Transferred Entities, the Purchased Assets and/or the Assumed Liabilities (...) as confidential (...)
2009
Confidentiality
Each party (together with each Affiliate receiving Confidential Information, a "Receiving Party") understands that the other party (together with each Affiliate disclosing Confidential Information, a "Disclosing Party") may disclose to the Receiving Party, or the Receiving Party may otherwise acquire or have access to in the course of its performance under this Agreement, information and materials of a confidential nature including, without limitation, product information, data, pricing, business plans and strategies, employee lists, sales prospect lists, advertiser and partner information, contractual agreements, financial information, end user information, software, specifications, research and development and proprietary algorithms or other information and materials that are (a) clearly and conspicuously marked as "confidential" or with a similar designation; (b) identified by the Disclosing Party as confidential and/or proprietary before, during, or promptly after presentation or communication; or (c) disclosed to (or otherwise acquired by) Receiving Party in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances or from the nature of the information or data disclosed, that the information or materials should be treated as confidential, whether or not the specific designation "confidential" or any similar designation is used ("Confidential Information").
2009
Confidentiality of Agreement
Each party agrees that the terms and conditions of this Agreement are Confidential Information of the other party and will be disclosed only as set forth in this Section X (...), and that any such disclosure shall be limited to the extent possible. The parties acknowledge and agree that notwithstanding anything in this Agreement to the contrary, Y will be required to file with the Securities and Exchange Commission a Form 8-K summarizing the material terms of this Agreement and a copy of this Agreement as an exhibit to such 8-K or to its next Form 10-K or Form 10-Q, as applicable. Y will provide a draft of such Form 8-K to X a reasonable time in advance of the filing in order to allow X to review, and propose any reasonable changes to, the disclosure contained therein, and Y will consider in good faith any such proposed changes. In addition, a reasonable time prior to filing this Agreement, Y will consult in good faith with X regarding the terms of this Agreement for which either Y or X desires to request confidential treatment, will provide X a copy of any proposed confidential treatment request and will consider in good faith any proposed changes to such confidential treatment request from X.
2009
Confidentiality
Each Seller Party, Agent and Purchaser will maintain and will cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential proprietary information with respect to each of the Agents and Purchasers and X and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Seller Party, Agent and/or Purchaser and its officers and employees may disclose such information to such Seller Party’s, such Agent’s and such Purchaser’s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.
2009
Defined Terms
Confidential Information shall mean any and all data and information (i) of which the receiving party became aware as a consequence of its business dealings with the owner of such data and information, (ii) which has value to the owner of such data and information and is not generally known by its competitors, and (iii) which is treated by the owner of such data and information as proprietary and confidential. Notwithstanding the foregoing, all information shall be deemed to be proprietary and treated as confidential if it (A) has been reduced to writing and marked clearly and conspicuously with a legend identifying its proprietary or confidential nature, or (B) is such other information which the parties agree in writing is confidential and a trade secret (...)
2010
Confidentiality
After the Closing, the Company and its Affiliates shall not at any time disclose to any Person other than Buyer or the X Subsidiaries or use any Business Intellectual Property, whether or not such information is embodied in writing or other physical form, except to the extent use of such Business Intellectual Property is permitted by the License Agreement. The Company recognizes and agrees that all documents and objects containing any Business Intellectual Property (to the extent such documents or objects contain such Business Intellectual Property), whether developed by the Company or by someone else for the Company (except those that are licensed to the Company), will after the Closing Date become the exclusive property of Buyer.
2010
Confidential Information and Publicity
(...) the terms and conditions of this Agreement will be considered confidential and will not be disclosed to any third parties except to a Party's accountants, attorneys, employees with a need to know, institutional investors conducting due diligence and their attorneys, or other parties who agree are subject to a duty of confidentiality. No Party will make any public announcement regarding the existence of this Agreement without the other Parties' prior written approval and consent. X and/or Y may release a press release on or after the date this Agreement is executed, provided the Parties mutually approve of the text in writing prior to its release. Any and all publicity relating to this Agreement and performance thereunder and the method of its release will be approved in advance of the release by both Parties.
2010
Confidentiality
Each Y Noteholder agrees that it shall not disclose any Confidential Information to any Person without the prior written consent of the Administrator and X, other than (a) to their Affiliates and their officers, directors, employees, agents and advisors (including, without limitation, legal counsel and accountants) and to actual or prospective assignees and participants, and then only on a confidential basis, (b) as mandated by a court or administrative order or decree, governmental or regulatory authority or self-regulatory organization or required by any statute, law, rule or regulation or judicial process (including any subpoena or similar legal process), (c) to any Rating Agency, if any, providing a rating for the Y Notes, (d) in the course of litigation with X or the Administrator, (h) on a confidential basis, to auditors or legal or other professional advisors of any party hereto or (i) to any Person to the extent such Y Noteholder reasonably determines such disclosure is necessary or appropriate in connection with the enforcement or for the defense of the rights and remedies under the Y Notes, the Indenture or any other Related Document.
2010

Each Party hereto will hold and will cause its agents, officers, directors, attorneys, employees, consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information concerning any other Party furnished it by such other Party or its representatives in connection with the subject matter hereof (except to the extent that such information can be shown to have been (i) previously known by the Party to which it was furnished, (ii) in the public domain through no fault of such Party, or (iii) later lawfully acquired from other sources by the Party to which it was furnished), and each Party will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with this Agreement.
2011
Buyer´s Proprietary Information
(...) Seller agrees that it will keep confidential all of Seller's and its Affiliates' Information that is received from, or made available by, Buyer in the course of the transactions contemplated hereby and marked or identified at the time of disclosure as the proprietary or confidential information of Buyer, or the ownership of which or exclusive use of which is transferred to Buyer as part of the Purchased Assets (collectively, "Buyer Proprietary Information") (...)
2011
Confidential Nature of Agreements
Except to the extent that disclosure thereof is required under accounting, stock exchange or federal securities or labor relations Laws disclosure obligations or pursuant to legal process, both parties agree that the terms and conditions of this Agreement, the Collateral Agreements and all Schedules, attachments and amendments hereto and thereto shall be considered confidential or proprietary information protected under this Article X. Notwithstanding anything in this Article X to the contrary, in the event that any such Information is also subject to a limitation on disclosure or use contained in another written agreement between Buyer and Seller or either of their respective Affiliates that is more restrictive than the limitation contained in this Article X, then the limitation in such agreement shall supersede this Article X.
2011
Confidentiality
This Clause, the Technical Data, the Software Services and their content are designated as confidential. All such Technical Data and Software Services are provided to the Buyer for the sole use of the Buyer who undertakes not to disclose the contents thereof to any third party without the prior written consent of the Seller, except as permitted therein or pursuant to any government or legal requirement imposed upon the Buyer.
2011
Confidentiality
Subject to any legal or governmental requirements of disclosure, the parties (which for this purpose will include their employees and legal counsel) will maintain the terms and conditions of this Agreement and any reports or other data furnished hereunder strictly confidential, including but not limited to, the Aircraft pricing and delivery schedule (the Confidential Information). Without limiting the generality of the foregoing, each of the Buyer and the Seller will use its commercially reasonable efforts to limit the disclosure of the contents of this Agreement to the extent legally permissible in (i) any filing required to be made with any governmental agency and will make such applications as will be necessary to implement the foregoing, and (ii) any press release concerning the whole or any part of the contents and/or subject matter hereof or of any future addendum hereto. With respect to any public disclosure or filing, each of the Buyer and the Seller agrees to submit to the other party a copy of the proposed document to be filed or disclosed and will give the other party a reasonable period of time in which to review such document. The Buyer and the Seller will consult with each other prior to the making of any public disclosure or filing, permitted hereunder, of this Agreement or the terms and conditions thereof. Subject to any legal or governmental requirements of disclosure, the parties will agree in writing on any press release or other public disclosure to announce the transactions contemplated by this Agreement.
2011
Confidentiality
X agrees that all information provided by or on behalf of the Company to X and any of its affiliates or representatives in connection with this Agreement and the transactions contemplated herein shall be governed by the Mutual Confidentiality Agreement dated X by and between X and the Company (the "Confidentiality Agreement"), as modified and extended in accordance with the X Agreement.
2012
Confidentiality
Until the Closing Date or, if this Letter Agreement is terminated pursuant to Section X, the date that is two years from the date hereof, the Purchaser shall, and shall cause its affiliates and its and their respective Representatives to, keep confidential and use only for the purpose of implementing the transactions contemplated hereby, all information furnished by the Seller to the Purchaser and its Representatives relating to the Seller, the Post Subsidiaries and the Post Business, except as may be required by applicable law and except for information that (i) is generally available to the public other than as a result of a breach hereof, (ii) can be reasonably established by the Purchaser to have been known to the Purchaser or in the Purchaser's possession prior to the date of disclosure thereof by the Seller or any of its Representatives; or (iii) is received by or becomes available to the Purchaser from a source other than the Seller or any of its Representatives, so long as the source of such information was not known by the Purchaser or its Representatives, after reasonably inquiry, to be bound by any obligation of confidentiality to the Seller.
2013
Confidentiality
Sellers, X and Y shall not disclose and shall maintain the confidentiality of (and shall cause their respective Affiliates, directors, officers and employees to not disclose and to maintain the confidentiality of) any non-public information which relates to the business, legal or financial affairs of the Company (the "Confidential Information") (...)
2013
Confidential Information
"Confidential Information" means all confidential or proprietary information and data of the Disclosing Party or its Affiliates, disclosed or otherwise made available to the Recipient or its Representatives in connection with this Agreement, whether disclosed before or after the date of this Agreement and whether disclosed electronically, orally or in writing or through other methods made available to the Recipient or its Representatives. Notwithstanding the foregoing, for purposes of this Agreement, Confidential Information will not include any information which the Recipient demonstrates by clear and convincing evidence is (a) at the time of disclosure in the public domain or thereafter enters the public domain without any breach of this Agreement by the Recipient or any of its Representatives, (b) known by the Recipient before the time of disclosure, as shown by prior written or electronic records, other than as a result of a prior disclosure by the Disclosing Party or its Affiliates or the Disclosing Party's Representatives, (c) obtained from a Third Party who is in lawful possession thereof and does not thereby breach an obligation of confidence to the Disclosing Party regarding such information, or (d) developed by or for the Recipient or its Representatives through their independent efforts without use of Confidential Information; provided that, in each of the foregoing clauses (a) through (d), such information will not be deemed to be within the foregoing exceptions merely because such information is embraced by more general knowledge that is publicly known or in the Recipient's possession, and no combination of features will be deemed to be within the foregoing exceptions merely because individual features are publicly known or in the Recipient's possession, unless the particular combination itself and its principle of operations are in the public domain or in the Recipient's possession without the use of or access to Confidential Information.
2014
Confidentiality
Each party acknowledges and agrees that as of the date of this Agreement, the Confidentiality Agreement will terminate and all obligations under the Confidentiality Agreement will cease, and the treatment of Confidential Information will be governed by the terms of this Agreement. The foregoing will not be deemed to relieve any party from any liability or obligation under the Confidentiality Agreement arising out of any breach or violation of the Confidentiality Agreement occurring prior to the date of this Agreement (…) The Recipient agrees to receive all Confidential Information in strict confidence and to use the Confidential Information for the sole purpose of performing its obligations under this Agreement in accordance with this Agreement and not to use the Confidential Information for any other purpose. Without limiting the foregoing, the Recipient agrees to protect the Confidential Information against disclosure to Third Parties, using the same standard of care that the Recipient applies to protect its own most highly confidential information (which in no event will be less than a reasonable standard of care). The Recipient agrees not to disclose the Confidential Information to any Person other than: (i) its Representatives who are directly concerned, working on, advising on or consulted in connection with the Recipient's obligations hereunder and whose knowledge of the Confidential Information is reasonably considered to be necessary for such purposes, or (ii) as required by applicable Law or an order by a Governmental Authority or any requirements of stock market or exchange or other regulatory body having competent jurisdiction; provided, except where not permitted by Law, the Recipient will give the Disclosing Party reasonable advance notice of such required disclosure, and will reasonably cooperate with the Disclosing Party, in order to allow the Disclosing Party an opportunity to oppose, or limit the disclosure of the Confidential Information or otherwise secure confidential treatment of the Confidential Information required to be disclosed; provided further, that if disclosure is ultimately required, the Recipient will furnish only that portion of the Confidential Information which, based upon advice of legal counsel, the Recipient is required to disclose in compliance with any such requirement.
2014
Services Contract
Customer Data
All confidential data relating to Customer's business which is accessible by Service Company will be safeguarded by Service Company to the same extent Service Company safeguards like data relating to its own business. If this data is publicly available, is already in Service Company' possession or is rightfully obtained by Service Company from third parties, Service Company shall have no responsibility for its disclosure.
Proprietary Information
Proprietary Information means any information or data that is disclosed to the other party (Recipient) and identified as proprietary, copyrighted, confidential, or a trade secret. Both parties agree that the Proprietary Information is confidential and represents a valuable asset with a substantial investment which if disclosed in an unauthorized manner, loses its value (...) both parties further agree to protect all Proprietary Information as carefully as it would its own. The Recipient will be responsible for unauthorized use or disclosure of information by any employee, agent, contractor, or supplier (...)
Non-Disclosure Provision
Option 1: Consultant and its personnel and advisors shall preserve all confidential information provided by Company or by any other source including without limitation, technology (patended or unpatended), research design specifications, data, trade secrets, manuals, marketing and sales strategies, customers lists, financial information, and any other confidential aspects of Company's business and products or services (Confidential Informatiom) / Option 2: Consultant agrees that it shall not at any time, directly or indirectly, use, sell to others or reproduce Company's Confidential Information, without first obtaining the written consent of the Company / Option 3: Consultant shall hold in confidence any information or materials (Work Information) developed pursuant to this Consultant/Agent Contract / Option 3: Consultant shall hold in confidence any information or materials (Work Information) developed pursuant to this Consultant/Agent Contract / Option 4: All Confidential Information and other materials provided by the Company, as well as any Work Information shall be the property of the Company / Option 5: All Confidential Information and materials provided by Company, as well as all Work Information, shall be returned to the Company at the termination of this Contract - (International Contracting: Law and Practice - Larry A. DiMatteo - §8.05 - S. 282).
Consulting Agreement (Confidential Information)
The Consultant acknowledges and agrees that the Company owns and/or controls information and material which is not generally available to third parties and which the Company considers confidential (the Confidential Information) and that the Confidential Information represents a special, valuable and unique asset of the Company that has been developed at considerable expense to the Company (...) To the extent that the Consultant may know any confidential information pursuant to this Agreement, all Confidential Information shall remain the sole property of the Company. The Consultant shall not disclose or furnish to any third party any Confidential Information during or after the term of this Agreement, other than with the Company's express written consent, which may be withheld in the Company's sole discretion. The Consultant shall not at any time during or after the term of this Agreement disclose any Confidential Information for any purpose other than the specific purpose of performing the services contemplated by this Agreement. The Consultant shall not use the Confidential Information for any other business operated by it or its affiliates. The Consultant shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of the Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information. Upon termination of this Agreement or at such other times as the Company may request, the Consultant will return to the Company all Confidential Information in physical form (...) the Consultant recognizes that any violation of this Section shall cause the Company substantial and irreparable harm and shall entitle the Company to seek immediate injunctive relief, in addition to such other remedies afforded by law or equity. The obligations of this Section shall survive the expiration or termination of this Agreement - (International Contracting: Law and Practice - Larry A. DiMatteo - §8.06 - S. 286).
Information of Purchaser
Seller shall not reproduce or disclose any information, knowledge, or data of Purchaser that Seller may receive from Purchaser or have access to, including proprietary or confidentiality information of Purchaser or of others when in possession of Purchaser (hereinafter Purchaser Information), without the prior consent of Purchaser (...) Prior to commencement of Work, Seller shall have a written agreement with each of its employees performing services hereunder suffficient to enable Seller to comply with this Clause. Purchaser Information provided to Seller remains the property remains the porperty of Purchaser (...) If Seller becomes aware of any compromise of information provided by Purchaser to Seller, its officers, employees, agents, suppliers, or subcontractors (an Incident), Seller will take appropriate immediate actions to investigate and contain the Incident and any associated risks, including prompt notification to Purchaser soon after learning of the Incident. As used under this Section, Compromise means that any information provided by Purchaser has been exposed to unauthorized access, inadvertent disclosure, known misuse, loss, destruction, or alteration other than as required to perform the Work (...) The provisions set forth above are in addition to and do not alter, change or supersede any obligations contained in a proprietary information agreement between the parties - (International Contracting: Law and Practice - Larry A. DiMatteo - §8.10 - S. 293).
Confidentiality Obligations During the Agreement
Distributor agrees to safeguard and maintain the confidentiality of all Confidential Information and Trade Secrets. Distributor acknowledges it to be the property of the Company, and not to manufacture, reveal, transfer or disclose such Confidential Information, directly or indirectly, during the term of this Agreement. A breach of this obligation constitutes cause for immediate termination of this Agreement. the term Confidential Information as used in this Agreement means confidential or proprietary information that is not generally known to the public, and which the Distributor receiving the information knows or has reason to know that the Company disclosing the information considers and treats as confidential information (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §9.02 - S. 325).
Confidentiality
The licensee warrants that it will use its best efforts to maintain the confidential nature of all proprietary information and to prevent unauthorized access, reproduction use or disclosure of that information. It will restrict access to employees on a need to know basis. In furtherance of this obligation it shall: (a) maintain all copyright notice, trademark notice, and other proprietary markings, (b) not copy or reproduce the proprietary , except as authorized under this agreement, and (c) not disassemble, de-compile, or reverse engineer any of the information or products provided - (International Contracting: Law and Practice - Larry A. DiMatteo - §10.18 - S. 363).

During the Term and at all times thereafter each of X and Y agree that they shall not, and they shall cause their respective officers, directors, agents, consultants and employees not to disclose to any other person any confidential and/or proprietary information of or pertaining to the business or affairs of the other party or of any of its affiliates other than to their respective officers directors, agents, consultants or employees in the ordinary course of the fulfilment of the obligations contemplated by this Agreement (...)
2002
Confidential information & Non-Disclosure
Company Confidential Information means all information of or relating to Company (...) which X knows or reasonably should know to be confidential or proprietary (...) during the term of this Agreement and at all times thereafter, neither party shall directly or indirectly (a) use the other party's Confidential Information for any purpose other than that for which it is used or disclosed under the terms of this Agreement, (b) disclose to any person or entity any Confidential Information or in any other way publicly or privately disseminate any Confidential Information, or (c) assist, authorize or encourage anyone else to use, disclose, or disseminate any Confidential Information.
2003
Confidentiality & Obligations
The Parties acknowledge and agree that all proprietary or nonpublic information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, directly or indirectly, which information is (a) marked as "proprietary" or "confidential" or, if disclosed orally, is designated as confidential or proprietary at the time of disclosure and reduced in writing or other tangible (including electronic) form that includes a prominent confidentiality notice and delivered to the Receiving Party within thirty {X} days of disclosure, or (b) provided under circumstances reasonably indicating that it constitutes confidential and proprietary information, constitutes the confidential and proprietary information of the Disclosing Party ("Confidential Information").
2005
Confidentiality
Unless otherwise expressly provided for herein both Parties hereto undertake to keep confidential, even after termination of this Agreement, any information and data, including but not limited to any kind of business, commercial or technical information and data disclosed between the Parties in connection with this Agreement, irrespective of the medium in which such information or data is embedded, which is -when disclosed in tangible form- marked Confidential by the disclosing Parties or which is �when disclosed orally or visually- identified as such prior to disclosure and summarized in writing by the disclosing Parties and said summary is given to the receiving Parties within thirty days after such disclosure marked Confidential (Confidential Information) (...) Confidential information shall include any copies or abstracts made thereof as well as any apparatus, modules, samples, prototypes or parts thereof as well as the terms and conditions of this agreement.
2006
Confidentiality
Both parties agree to keep strictly confidential the terms and conditions of this agreement, all information in or relevant to this agreement, and all information the other party provides (hereafter as "confidential information"), and will not disclose them to any third party except where it is otherwise stipulated in this article. The confidential information can only be used for the fulfillment of this agreement. The parties both agree to request a third party that is likely to be informed of or likely to obtain the confidential information to sign a confidentiality and no-disclosure agreement identical to this article. This article will not be applicable to the following information that a party discloses: (a) information that is already public (except where a party breaches this article and makes the information public); (b) the information the party has already held and is not related to this agreement or the joint-venture corporation, or information that is not generated from this agreement; (c) information that is disclosed or used according to laws, acts, and rules and regulations from any regulatory institution for any publicly recognized securities exchange; (d) reasonably disclosed or used due to requirements of any judicial proceedings; (e) reasonably disclosed to the taxation authorities according to administrative requirements of relevant taxation institutions; and (f) disclosed to professional advisors, but those professional advisors must observe the same duty for confidentiality as the parties to this agreement.
2006
Confidentiality
In connection with the business relationship contemplated by this Agreement, each party may receive or have access to commercially valuable technical and non-technical confidential or proprietary information (...) relating to the business of such party that is not generally known or available to others (...) each party acknowledges and agrees that any Confidential Information received or obtained from the other Party will be the sole and exclusive property of the other party and may not be used, disseminated or disclose, except as may be necessary to perform the obligations required under this Agreement or as may be required by law (...)
2007
Confidentiality
(...) each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information (...) shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent necessary to exercise rights snd perform obligations under this Agreement.
2007
Confidentiality
Each of X and Y agrees to, and will cause the X Entities and the Y Entities, respectively, to, maintain and safeguard all Confidential Information (as such term is defined in the Master Transaction Agreement) pursuant to Section X of the Master Transaction Agreement, and each Party hereto agrees that Section X of the Master Transaction Agreement is hereby incorporated by reference into and made a part hereof mutatis mutandis.
2007
Confidentiality
Each party hereto (other than X and Y) agrees that it shall not disclose any Confidential Information to any Person without the prior written consent of X or Y, as the case may be, other than (a) to any Secured Party or the Collateral Agent, and then only on a confidential basis, (b) as required by any law, rule or regulation or any judicial process of which X or Y, as the case may be, has knowledge; provided that any party hereto may disclose Confidential Information as required by law, rule or regulation or any judicial process of which X or Y, as the case may be, does not have knowledge if such party is prohibited by law from disclosing such requirement to X or Y, as the case may be, and (c) in the course of litigation with X, Y, or any Secured Party.
2010
Accounts Receivable Agreement
Confidentiality
Bank will use the same degree of care handling Borrower's confidential information that it uses for its own confidential information, but may disclose information to its subsidiaries or affiliates in connection with their business with Borrower, to prospective transferees (...) as it considers appropriate exercising the remedies under this Agreement (...)
2003
Construction & O&M Contract
Details to be Confidential
The Contractor shall treat the details of the Contract as private and confidential, save insofar as may be necessary for the purposes thereof, and shall not publish or disclose the same or any particulars thereof, in any trade or technical paper or elsewhere without the prior consent in writing of the Purchaser. If any dispute arises as to the necessity of any publication or disclosure for the purpose of the Contract the same shall be referred to the Purchaser whose determination shall be final.
1997
Confidential Information, Patents, Trademark and Copyright
The Specifications and any other drawings, designs, technical data and other information (written or not) furnished by the Purchaser and/or by the Employer through the Purchaser shall be treated as confidential, shall be used exclusively for the purpose of performing the Contract, shall not be reproduced in whole or in part for any other purpose and shall be returned to the Purchaser upon completion of the Works or whenever the Purchaser so demands (...)
1997
Prohibition of Unauthorised Use
Neither party may, without the other party's consent, use or disclose to a third party any technical or commercial information originating from the other party, which that party has stated to be confidential or which is otherwise of a clearly confidential nature, unless such information has entered the public domain through no fault of the receiving party (...)
2001
Infringement of Third Parties´ Intellectual Property Rights
The Contractor shall at his own cost defend and indemnify the Purchaser against any claim for infringement of a third party's copyright, patent, registered design or other intellectual property right where the claim is based on the design or use of the Works (...)
2001
Non-Disclosure Agreement

(X) and (Y) each has developed or acquired confidential information relating to its respective business operations and technical matters related to the same (...) the Parties intend to exchange certain confidential information on a confidential basis (the Discussions) (...) either Party, from time to time, may disclose to the other feature and technical specifications (...) or other technical or business information (Information), which it considers proprietary for use by the recipient of the Information for the purpose of performing the Discussions (...). To be protected as Information pursuant to this Agreement, the disclosing Party shall clearly mark as proprietary all disclosed written Information (...)
Standard Confidentiality Clause
The Parties shall keep all know-how, data, and any other information (Information) received from the other Party under this Contract confidential with respect to any third parties and shall use the Information solely for the purpose of this Contract. Information does not include information found in the public domain at the time of disclosure or later becomes part of the public domain without any breach of the confidentiality obligations provided in this Contract; was already known by the receiving party; was provided to the receiving party by a third-party; or was independently developed by the receiving party. The receiving party shall have the burden of proving that the Information conforms to one of the above exemptions (...) The confidentiality obligation stipulated in this clause shall remain in force after the parties have been discharged from their performance obligations and if the contract is avoided due to breach - (International Contracting: Law and Practice - Larry A. DiMatteo - §12.03 - S. 404).

The Consultant shall maintain complete confidentiality regarding the principal's (Company's) business and shall only disclose knowledge pertaining to the Company or any related parties - (International Contracting: Law and Practice - Larry A. DiMatteo - §12.07 - S. 407).
Loan Contract
Confidentiality
The terms and existence of this Term Sheet are confidential to X and may not be disclosed by the Company or Y except as may be approved by X.
Confidentiality
The Borrower agrees to keep confidential all non public information, including, without limitation, the Loan Documents, and other related documents provided to it by any Person pursuant to or in connection with the Loan Documents; provided that nothing herein shall prevent the Borrower from disclosing any such information (a) to its Representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (b) upon the request or demand of any regulatory authority or quasi-regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) with the consent of the Lender or (f) to the extent such information becomes publicly available other than as a result of a breach of this Section X (...)
2008
Choice of Law, Venue and Jury Trial Waiver
(...) All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed (...)
2011
Confidentiality
In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank's Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, collectively, "Bank Entities"); (b) to prospective transferees or purchasers of any interest in the Term Loan (...); (c) as required by law, regulation, applicable stock exchange requirements, subpoena, or other order; (d) to Bank's regulators or as otherwise required in connection with Bank's examination or audit; (e) as Bank reasonably considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein (...)
2012
Confidentiality
The Lender agrees to maintain the confidentiality of the Information (as defined below) (...) for the purposes of this Section, "Information" means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Lender on a non-confidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential (...)
2012
Arbitration Agreement
Confidential Information
I agree at all times during my employment with the Company and thereafter, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the President or the Board of Directors of the Company, any Company Confidential Information. I understand that my unauthorized use or disclosure of Company Confidential Information during my employment will lead to disciplinary action, up to and including immediate termination and legal action by the Company. I understand that "Company Confidential Information" means any non-public information that relates to the actual or anticipated business, research or development of the Company, or to the Company's technical data, trade secrets or know-how (...) provided, however Company Confidential Information does not include any of the foregoing items to the extent the same have become publicly known and made generally available through no wrongful act of mine or of others.
Confidential Information
I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Board of Directors of the Company, any Confidential Information of the Company, except under a non- disclosure agreement duly authorized and executed by the Company. I understand that “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of the Company, technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the term of my employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information. I further understand that Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.
Asset Management Agreement
Confidentiality
In the absence of the advance written consent by the other party, neither party may provide or disclose to other companies, enterprises, institutes or persons any materials or information relating to the business of the other party unless the laws or relevant regulatory authorities otherwise provide, or unless such disclosure is necessary to satisfy the legal requirements in regard to information disclosure by listed companies.
2003
Confidentiality
Consultant will not, either during the Term of this Agreement or thereafter, disclose, use or make known for its or another's benefit, any confidential information, knowledge, or data of Manager in any way acquired or used by Consultant during its engagement by Manager. Confidential information, knowledge or data of Manager shall not include any information that is or becomes generally available to the public other than as a result of a disclosure by Consultant.
2003
Merger Agreement
Standstills; Confidentiality Agreement
The Company shall enforce, and shall not release or permit the release of any person from, or amend, waive, terminate or modify, and shall not permit the amendment, waiver, termination or modification of, any provision of, any confidentiality or similar agreement or provision to which the Company or any of its Subsidiaries is a party or under which the Company or any of its Subsidiaries has any rights in each case, unless the Company Board determines in good faith, after consultation with its outside legal counsel, that taking or failing to take such action, as the case may be, would be inconsistent with its fiduciary obligations under applicable Law (...)
2013
Access to Information; Confidentiality
(...) If any of the information or material furnished pursuant to this Section X includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Legal Proceedings or governmental investigations, each Party understands and agrees that the Parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the Parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrine (...)
2013
Confidential Information
(...) The Company has taken reasonable steps to protect and preserve the confidentiality of all confidential or non-public information of the Company or provided by any third party to the Company ("Confidential Information"). All current and former employees and contractors of the Company and any other third party having access to Confidential Information have executed and delivered to the Company a written legally binding agreement sufficient to protect such Confidential Information. The Company has implemented and maintains reasonable and appropriate disaster recovery and security plans, procedures and facilities and has taken other reasonable steps consistent with (or exceeding) industry practices of companies offering similar services to safeguard the Confidential Information, Private Information and Customer Data, and information technology systems utilized in the operation of the business of the Company, from unauthorized or illegal access and use. There has been no breach of security or unauthorized access by third parties to such information technology systems utilized in the operation of the business of the Company or the Confidential Information, Private Information or Customer Data.
2013
Confidentiality
The parties hereto acknowledge that the terms of the Confidentiality Agreement shall continue to govern any disclosures related to the Agreement or the transactions contemplated hereby. The Company shall not, and the Company shall cause each Company Stockholder, Key Employee, Company Subsidiary and Company representative not to, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or the transactions contemplated hereby or use Acquiror's name or refer to Acquiror directly or indirectly in connection with Acquiror's relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Acquiror, unless required by law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquiror prior to any such disclosure) and except as reasonably necessary for the Company to obtain the consents and approvals of Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything herein or in the Confidentiality Agreement, Acquiror may issue such press releases or make such other public statements regarding this Agreement or the transactions contemplated hereby as Acquiror may, in its reasonable discretion, determine.
2013
Confidentiality
Each of the parties hereto hereby agrees that the information obtained in any investigation pursuant to the negotiation and execution of this Agreement or the effectuation of the transactions contemplated hereby, shall be governed by the terms of that certain Non-Disclosure Agreement by and between Parent and the Company, dated as of {Month}, {Day}, {Year} (the Confidential Disclosure Agreement​).
2014
Joint Venture
Confidentiality
The disclosure and exchange of Confidential Information (as defined in the {Contract}) between the Parties is governed solely by the terms of the {Contract}. At the Closing, the Parties and the Joint Venture Company will sign a confidentiality agreement governing their respective confidentiality obligations with respect to the Joint Venture Company and its transactions.
2005
Confidential Treatment of Information
Each of the Members agrees, and shall cause each of its Affiliates (i) not to disclose any material information concerning the Company or its business to the press or the general public without the approval of the other Member, such approval not to be unreasonably withheld or delayed and (ii) to retain in strict confidence any proprietary confidential information and trade secrets of the other Member, whether disclosed prior to or after the date hereof, and not to use or disclose to persons other than the Member or its Affiliates ("third parties"), and to use its best efforts to cause its employees, agents and consultants not to use or disclose to third parties, such proprietary confidential information or trade secrets without the approval of the other Member (...)
2007
Confidential Information
(…) The Parties agree that the Confidentiality Agreement shall govern the confidentiality and non-disclosure obligations between the Parties respecting the information provided or disclosed pursuant to this Agreement as such information relates to the Applicable Joint Ventures, their Subsidiaries and the Facilities Companies and their activities.
2007
Confidentiality
It is expected that X and Y will disclose to each other during the term of this Agreement certain information which is confidential or proprietary and which may include technology, products, trade secrets, processes, programs, technical know- how, customers, distributors, costs, pricing, business operations and other business information, including the Pipeline Transactions (Proprietary Information). All Proprietary Information owned solely by one party, any Master Venture or any Subsidiary and disclosed to any other party shall remain solely the property of the disclosing party, and its confidentiality shall be maintained and protected by the party to whom the information was disclosed with the same degree of care used to protect its own Proprietary Information of a similar nature; provided, however, that (i) Acquisition Opportunities and Qualifying Investments that are Active shall be deemed the property of the Master Ventures or Subsidiaries as determined by X in its sole discretion unless this Agreement has been terminated, (ii) Acquisition Opportunities and Qualifying Investments that are no longer Active shall be deemed the property of Y, and (iii) client lists, financial and analytical models, processes and procedures utilized or developed by X in connection with the business of the Program, any Master Venture or any Subsidiary shall be deemed the property of Y, but only to the extent they are different than the client lists, models, processes and procedures currently used by Affiliates of X. No Proprietary Information owned solely by one party or by the Master Ventures or the Subsidiaries shall be used by the other party except in furtherance of the terms and provisions of this Agreement. Except to the extent permitted under this Agreement or as required by law or court order, the parties shall in all circumstances exercise reasonable care not to allow to be published or disclosed the other party's or the Subsidiaries' or Master Ventures' Proprietary Information to any third party. Each party shall advise its employees to whom the other party's or the Subsidiaries' or Master Ventures' Proprietary Information is disclosed of these obligations of confidentiality.
2008
2. Right to Disclose Under Certain Circumstances
Employment Contract
Company Information
(...) Employee further understands that Confidential Information does not include any of the foregoing items, which have become publicly known and made generally available through no wrongful act of Employee’s or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. The parties agree that disclosures of Confidential Information may be made by Employee, and that this paragraph shall not apply, (i) to the extent necessary to comply with governmental disclosure requirements or applicable laws, (ii) pursuant to subpoena or order of any judicial, legislative, executive, regulatory or administrative body, or for Employee to lawfully enforce Employee’s rights under this Agreement and (iii) to employees, advisors, legal counsel and financial advisors as may be necessary and appropriate in connection with the proper performance and enforcement of this Agreement.
2003
Sales & Purchase Contract
Tape Recordings
Each Party hereby consents to the recording of telephone conversations by the other in connection with this Contract or any potential Transaction, and agrees to obtain any necessary consent of, and to give notice of such recording to, its affected personnel. Any tape recordings may be submitted into evidence to any court or in any legal proceeding for the purpose of establishing any matter, whether relating to this Contract, any Transaction or otherwise.
2000
Confidentiality
(...) Notwithstanding the foregoing provisions of this paragraph X, either Party may disclose such information to a prospective purchaser of the stock or assets of that Party or to a lender in connection with a financing transaction; provided, however, that any such prospective purchaser or lender shall be bound by the provisions of this paragraph X. For purposes of this paragraph X, the term "third party" shall not include (i) a Party's parent, subsidiary, or affiliate or (ii) the Parties' respective officers, directors, employees, legal advisers, accountants, or consultants.
2003
Confidentiality
If the Seller authorizes the disclosure of this Clause or of any Technical Data or Software Services to third parties either under this Agreement or by an express prior written authorization or, specifically, where the Buyer intends to designate a maintenance and repair organization or a third party to perform the maintenance of the Aircraft or to perform data processing on its behalf (each a "Third Party"), the Buyer will notify the Seller of such intention prior to any disclosure of this Clause and/or the Technical Data and/or the Software Services to such Third Party. The Buyer hereby undertakes to cause such Third Party to agree to be bound by the conditions and restrictions set forth in this Clause X with respect to the disclosed Clause, Technical Data or Software Services and will in particular cause such Third Party to enter into a confidentiality agreement with the Seller and appropriate licensing conditions, and to commit to use the Technical Data solely for the purpose of maintaining the Buyer's Aircraft and the Software Services exclusively for processing the Buyer's data. The Seller will reasonably cooperate with the Buyer in the Buyer's efforts to fulfill its undertakings set forth in this paragraph.
2011
Services Contract
Confidentiality
The receiving Party shall disclose Confidential Information only to those ot its own employees, agents, directors, auditors and consultants, who have a reasonable need to know said Confidential Information and who are bound to confidentiality by their employment agreements or otherwise.
2006
Non-Disclosure Agreement
Agreement to share information
(...) The disclosing party is willing to disclose and the receiving party is willing to receive such information subject to the following terms and conditions: the receiving party shall hold the Information disclosed to it in confidence and shall use the same level of are to prevent any unauthorized use or disclosure of such Information as it exercises in protection its own information of a similar nature. Information disclosed shall at all times remain the property of the disclosing party. The receiving party shall not, without the prior written consent of the disclosing party, make use of the Information disclosed to it other than for the Purpose, nor disclose the Information to any third party except to such of the receiving party�s officers, employees and consultants (...) who have been made aware that the Information is confidential and are bound to treat it as such and to whom disclosure is necessary for the Purpose (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §12.04 - S. 404).
Loan Contract
Confidentiality
In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank's Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, each a "Bank Entity" and collectively, the "Bank Entities"); (b) to prospective transferees or purchasers of any interest in the Credit Extensions ; (c) as required by law, regulation, subpoena, or other order; (d) to Bank's regulators or as otherwise required in connection with Bank's examination or audit; (e) as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein. Confidential information does not include information that is: (i) either in the public domain other than as a result of Bank's breach of this Section X or is in Bank's possession when disclosed to Bank; or (ii) disclosed to Bank by a third party on a nonconfidential basis if Bank does not know that the third party is prohibited from disclosing the information (...)
2011
Confidentiality
(...) Confidential information does not include information that is either: (i) in the public domain or in Bank's possession when disclosed to Bank, or becomes part of the public domain after disclosure to Bank other than in breach by the Bank of this Agreement; or (ii) disclosed to Bank by a third party if Bank does not know that the third party is prohibited from disclosing the information.
2012
Miscellaneous
The Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its affiliates' respective directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority, (iii) to the extent required by Law or by any subpoena or similar legal process, (iv) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (v) subject to an agreement containing provisions substantially the same as those of this Paragraph X, to (x) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, or (y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (vi) with the consent of the Borrower or (vii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Paragraph X by such Person or (y) becomes available to the Lender on a non-confidential basis from a source other than the Borrower that is not to the knowledge of the Lender in violation of any confidentiality restrictions. For the purposes of this Paragraph X, Information means all information received from the Borrower or its Subsidiaries or their representatives relating to the Borrower, its Subsidiaries or their respective businesses, other than any such information that is available to the Lender on a non-confidential basis prior to disclosure by the Borrower or its representative.
2013
Novation Agreement
Confidentiality
Each of Old Licensee and New Licensee agrees to keep confidential and not disclose the existence or terms of this Novation Agreement or any agreement related hereto without the prior written consent of Licensor save that any such party shall be entitled to make such disclosure: (a) in connection with any proceedings arising out of or in connection with this Novation Agreement to the extent that either party may consider necessary to protect its interests; (b) if required to do so by an order of a court of competent jurisdiction whether in pursuance of any procedure for discovering documents or otherwise or pursuant to any law; (c) to its auditors or legal advisors or other professional advisers; (d) if required to do so by any applicable law or in order for such party to comply with its obligations under this Novation Agreement; (e) to its financiers, their agent or legal advisers; or (f) to a governmental, banking, taxation, stock exchange, securities or regulatory authority which has legal or other regulatory authority over the relevant party.
2008
Joint Venture
Confidential Treatment of Information
(…) unless in either case it can be established by the disclosing party that such information: (a) at the time of disclosure is part of the public domain and readily accessible to the public or such third party; (b) at the time of disclosure is already known by the receiving party otherwise than pursuant to a breach of an obligation of confidentiality; (c) is required by applicable law, regulation or court order to be disclosed; or (d) is required by any vendor, supplier or consultant in order to carry out the business of the Company, provided that the disclosing Member shall obtain the written agreement and obligation of such third party, in a form reasonably satisfactory to the other Member, prior to disclosing such information, that all of the provisions of this Article X shall apply with equal effect to such third party. The Company shall be a third party beneficiary of any such written agreement.
2007
3. Definition of Confidential Information
Sales & Purchase Contract
Confidentiality
Confidential Information means information that X or the Administrator furnishes to any Y Noteholder in connection with or related to the transactions contemplated by the Related Documents or otherwise pursuant to the terms thereof, but does not include (i) any such information that is or becomes generally available to the public other than as a result of a disclosure by a Y Noteholder or other Person to which any Y Noteholder, directly or indirectly, delivered such information, (ii) any such information that was in the possession of a Y Noteholder prior to its being furnished to such Y Noteholder by X or the Administrator, or (iii) that is or becomes available to a Y Noteholder from a source other than X or the Administrator or any of their respective agents known as such by such Y Noteholder, provided that, with respect to clauses (ii) and (iii) above, such source is not (1) known to such Y Noteholder to be bound by a confidentiality agreement with X or the Administrator, as the case may be, or (2) known to such Y Noteholder to be otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation.
2010
Joint Venture
Confidentiality
The parties agree that the following information shall not constitute Proprietary Information under this Agreement: (i) information available from public sources at any time before or after it is disclosed to a party hereto by the other party hereto; (ii) information obtained from a third party who obtained such information, directly or indirectly, from a party other than a party to this Agreement; and (iii) information independently developed by the party against whom enforcement of this provision is sought without the use of information provided by the party seeking such enforcement.
2008
A project of CENTRAL, University of Cologne.