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RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 0contradiction
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Confidential Information also excludes information in the public domain for a reason, other than a breach of this Confidentiality and Non-Disclosure Undertaking, with any party, or independently developed by the Vendor without reference to information provided by, Grindrod SA; | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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3. For the purposes of this Confidentiality and Non-Disclosure Undertaking, The Vendor undertakes; 3.1. to use such Confidential Information only for purposes of performing as required in terms of its obligations / promises or duties arising out of the Agreement / understanding /Request for Quotation / Contract or Purchase Order and for no other purpose whatsoever, 3.2. to hold any such Confidential Information in strict confidence and under proper and reasonable physical security, 3.3. not to disclose such Confidential Information to any person without the prior written authorization from Grindrod SA, 3.4. to, if the Vendor is in doubt concerning the confidentiality of any information or whether the Vendor is authorized to disclose it to any person, request and abide by any written ruling given by Grindrod SA, 3.5. to bring to the attention of Grindrod SA, in writing, any abuse or unauthorized disclosure of such Confidential Information of which the Vendor becomes aware, 3.6 that the provisions of this Confidentiality and Non-Disclosure Undertaking shall survive the termination or expiration of any Agreement / understanding / Request for Quotation / Contract / Purchase Order or any interaction, with Grindrod SA, of whatsoever nature. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 2neutral
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RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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Confidential Information shall also include any other information that is marked as "Confidential" or should reasonably be considered confidential Confidential Information excludes information which is already in the possession, or under the control of the Vendor otherwise than as a result of having been disclosed by Grindrod SA to the Vendor or as a result of the preparation and execution of a proposal or any other interaction with Grindrod SA. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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3. For the purposes of this Confidentiality and Non-Disclosure Undertaking, The Vendor undertakes; 3.1. to use such Confidential Information only for purposes of performing as required in terms of its obligations / promises or duties arising out of the Agreement / understanding /Request for Quotation / Contract or Purchase Order and for no other purpose whatsoever, 3.2. to hold any such Confidential Information in strict confidence and under proper and reasonable physical security, 3.3. not to disclose such Confidential Information to any person without the prior written authorization from Grindrod SA, 3.4. to, if the Vendor is in doubt concerning the confidentiality of any information or whether the Vendor is authorized to disclose it to any person, request and abide by any written ruling given by Grindrod SA, 3.5. to bring to the attention of Grindrod SA, in writing, any abuse or unauthorized disclosure of such Confidential Information of which the Vendor becomes aware, 3.6 that the provisions of this Confidentiality and Non-Disclosure Undertaking shall survive the termination or expiration of any Agreement / understanding / Request for Quotation / Contract / Purchase Order or any interaction, with Grindrod SA, of whatsoever nature. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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3. For the purposes of this Confidentiality and Non-Disclosure Undertaking, The Vendor undertakes; 3.1. to use such Confidential Information only for purposes of performing as required in terms of its obligations / promises or duties arising out of the Agreement / understanding /Request for Quotation / Contract or Purchase Order and for no other purpose whatsoever, 3.2. to hold any such Confidential Information in strict confidence and under proper and reasonable physical security, 3.3. not to disclose such Confidential Information to any person without the prior written authorization from Grindrod SA, 3.4. to, if the Vendor is in doubt concerning the confidentiality of any information or whether the Vendor is authorized to disclose it to any person, request and abide by any written ruling given by Grindrod SA, 3.5. to bring to the attention of Grindrod SA, in writing, any abuse or unauthorized disclosure of such Confidential Information of which the Vendor becomes aware, 3.6 that the provisions of this Confidentiality and Non-Disclosure Undertaking shall survive the termination or expiration of any Agreement / understanding / Request for Quotation / Contract / Purchase Order or any interaction, with Grindrod SA, of whatsoever nature. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). | Confidential Information shall only include technical information. | 0contradiction
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WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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Confidential Information also excludes information in the public domain for a reason, other than a breach of this Confidentiality and Non-Disclosure Undertaking, with any party, or independently developed by the Vendor without reference to information provided by, Grindrod SA; | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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1.1 “Confidential Information” means; all technical, commercial, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans business or personnel information disclosed or otherwise made available in any format and/or physical manner by Grindrod SA or becoming available, before, during and/or after the execution of an interaction, duty or obligation including all information that makes itself known to the Vendor or comes into being as a result of the rendering, production and/or delivery of an agreement/understanding/request for quotation/contract or Purchase Order, or any other interaction. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). | Confidential Information may include verbally conveyed information. | 1entailment
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3. For the purposes of this Confidentiality and Non-Disclosure Undertaking, The Vendor undertakes; 3.1. to use such Confidential Information only for purposes of performing as required in terms of its obligations / promises or duties arising out of the Agreement / understanding /Request for Quotation / Contract or Purchase Order and for no other purpose whatsoever, 3.2. to hold any such Confidential Information in strict confidence and under proper and reasonable physical security, 3.3. not to disclose such Confidential Information to any person without the prior written authorization from Grindrod SA, 3.4. to, if the Vendor is in doubt concerning the confidentiality of any information or whether the Vendor is authorized to disclose it to any person, request and abide by any written ruling given by Grindrod SA, 3.5. to bring to the attention of Grindrod SA, in writing, any abuse or unauthorized disclosure of such Confidential Information of which the Vendor becomes aware, 3.6 that the provisions of this Confidentiality and Non-Disclosure Undertaking shall survive the termination or expiration of any Agreement / understanding / Request for Quotation / Contract / Purchase Order or any interaction, with Grindrod SA, of whatsoever nature. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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Confidential Information also excludes information in the public domain for a reason, other than a breach of this Confidentiality and Non-Disclosure Undertaking, with any party, or independently developed by the Vendor without reference to information provided by, Grindrod SA; | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; 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; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; 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; | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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The Confidential Information may be used only for the following purposes (“Purpose”): | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. | Confidential Information shall only include technical information. | 0contradiction
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WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. | Confidential Information may include verbally conveyed information. | 2neutral
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4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 0contradiction
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WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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The Recipient may disclose Confidential Information to the extent required by law 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 Discloser as much notice of this disclosure as possible. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 2neutral
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The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law 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 Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law 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 Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law 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 Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). | Confidential Information shall only include technical information. | 2neutral
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The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law 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 Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law 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 Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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The Recipient may disclose Confidential Information to the extent required by law 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 Discloser as much notice of this disclosure as possible. | Confidential Information may include verbally conveyed information. | 2neutral
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The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law 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 Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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3. No copies will be made or retained of any written information without the permission of Manitoba Housing. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 0contradiction
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The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law 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 Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 2neutral
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The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law 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 Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law 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 Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law 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 Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. | Confidential Information shall only include technical information. | 1entailment
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1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. | All Confidential Information shall be expressly identified by the Disclosing Party. | 1entailment
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The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law 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 Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. | Confidential Information may include verbally conveyed information. | 1entailment
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5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 2neutral
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The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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1. Once the purpose of the disclosure is achieved, the HNBA will instruct the Board Member to destroy all Confidential Information supplied to the Board Member by the HNBA. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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1. The term “Confidential Information” shall include: (a) All information that is delivered by or on behalf of the HNBA to the Board Member in written, graphic or electronic form and that is marked “confidential” or “proprietary;” (a) Any information, whether in oral, written, graphic, electronic, machine readable or any other form, that is provided to the Board Member by or on behalf of the HNBA in connection with the Board Member’s performance of his or her duties as an HNBA Board Member and that is not otherwise readily available to the public, including membership lists, financial reports, personnel evaluations, program plans and reports, memoranda, e-mail and communications related to HNBA business – whether originated by an HNBA member or not, and communications that may be protected by the Attorney-Client Privilege or the Attorney Work Product Doctrine; (c) Written and spoken information provided to the Board Member in the performance of his or her duty to evaluate prospective nominees for judicial or executive office who have requested the support of the HNBA, including but not limited to (1) completed questionnaires and any other data furnished by the candidate or third parties to the HNBA; (ii) confidential information gathered by the Board Member or told to the Board Member during any investigation or evaluation of any candidate being considered for endorsement; (iii) conversation, colloquy, deliberations, evaluations, and conclusions concerning a prospective nominee expressed during the evaluation or consideration of the candidates’ qualifications or endorsement request; and | Confidential Information shall only include technical information. | 0contradiction
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1. The term “Confidential Information” shall include: (a) All information that is delivered by or on behalf of the HNBA to the Board Member in written, graphic or electronic form and that is marked “confidential” or “proprietary;” (a) Any information, whether in oral, written, graphic, electronic, machine readable or any other form, that is provided to the Board Member by or on behalf of the HNBA in connection with the Board Member’s performance of his or her duties as an HNBA Board Member and that is not otherwise readily available to the public, including membership lists, financial reports, personnel evaluations, program plans and reports, memoranda, e-mail and communications related to HNBA business – whether originated by an HNBA member or not, and communications that may be protected by the Attorney-Client Privilege or the Attorney Work Product Doctrine; (c) Written and spoken information provided to the Board Member in the performance of his or her duty to evaluate prospective nominees for judicial or executive office who have requested the support of the HNBA, including but not limited to (1) completed questionnaires and any other data furnished by the candidate or third parties to the HNBA; (ii) confidential information gathered by the Board Member or told to the Board Member during any investigation or evaluation of any candidate being considered for endorsement; (iii) conversation, colloquy, deliberations, evaluations, and conclusions concerning a prospective nominee expressed during the evaluation or consideration of the candidates’ qualifications or endorsement request; and (iv) the decision of any committee or the Board of Governors concerning whether a prospective nominee is qualified for appointment; and (b) Any personally identifiable information including, but not limited to, name, address, telephone number, date of birth, social security number, e-mail address or any combination thereof provided by or on behalf of the HNBA to the Board Member. | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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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. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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3. The HNBA agrees that the Board Member shall not be liable for any disclosure or use of any Confidential Information if: (a) Such Confidential Information is publicly available or later becomes publicly available other than through a breach by the Board Member of this Agreement; or (b) Such Confidential 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; (c) The Board Member can demonstrate by documentary evidence or otherwise that such Confidential Information was known to him or her prior to its disclosure to the Board Member by the HNBA or was independently developed by the Board Member prior to such disclosure for purposes unrelated to his or her service as a Board Member; or | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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The HNBA will keep a copy in its files for a period of two (2) years after the completion of each Candidate’s specific request. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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1. The term “Confidential Information” shall include: (a) All information that is delivered by or on behalf of the HNBA to the Board Member in written, graphic or electronic form and that is marked “confidential” or “proprietary;” (a) Any information, whether in oral, written, graphic, electronic, machine readable or any other form, that is provided to the Board Member by or on behalf of the HNBA in connection with the Board Member’s performance of his or her duties as an HNBA Board Member and that is not otherwise readily available to the public, including membership lists, financial reports, personnel evaluations, program plans and reports, memoranda, e-mail and communications related to HNBA business – whether originated by an HNBA member or not, and communications that may be protected by the Attorney-Client Privilege or the Attorney Work Product Doctrine; (c) Written and spoken information provided to the Board Member in the performance of his or her duty to evaluate prospective nominees for judicial or executive office who have requested the support of the HNBA, including but not limited to | Confidential Information may include verbally conveyed information. | 1entailment
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5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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The Board Member will not use or disclose Confidential Information to any third party for any purpose other than the performance of his or her duties as a Board Member of the HNBA unless and until the HNBA expressly authorizes the disclosure in writing. Board Member specifically agrees not to use any personally identifiable information provided by or on behalf of the HNBA, its contractors, affiliates, vendors, sponsors or employees, for any direct marketing and not to transfer such information to any third party. 2. The Board Member agrees to restrict dissemination of Confidential Information to those persons employed by the Board Member (or the Board Member’s employer) who require access to the Confidential Information so as to assist the Board Member in carrying out his or her duties to the HNBA and then only if such personnel has a clear understanding of the confidentiality obligations imposed by this agreement and also agrees to maintain the confidentiality of the Confidential Information in accordance with the terms hereof by signing this Agreement before any Confidential Information is disclosed. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 0contradiction
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5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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(d) The Board Member was legally required to disclose the Confidential Information, provided that the Board Member (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 | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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3. The HNBA agrees that the Board Member shall not be liable for any disclosure or use of any Confidential Information if: (a) Such Confidential Information is publicly available or later becomes publicly available other than through a breach by the Board Member of this Agreement; or (b) Such Confidential 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; | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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2. The Board Member agrees to restrict dissemination of Confidential Information to those persons employed by the Board Member (or the Board Member’s employer) who require access to the Confidential Information so as to assist the Board Member in carrying out his or her duties to the HNBA and then only if such personnel has a clear understanding of the confidentiality obligations imposed by this agreement and also agrees to maintain the confidentiality of the Confidential Information in accordance with the terms hereof by signing this Agreement before any Confidential Information is disclosed. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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1. The Board Member agrees that the Confidential Information he or she receives shall be used solely for the benefit of the HNBA Board Work, and that all rights to the proprietary and novel features contained in the Confidential Information are reserved by the disclosing Party. The Board Member will not use or disclose Confidential Information to any third party for any purpose other than the performance of his or her duties as a Board Member of the HNBA unless and until the HNBA expressly authorizes the disclosure in writing. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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(a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 1entailment
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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. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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(a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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3. The HNBA agrees that the Board Member shall not be liable for any disclosure or use of any Confidential Information if: (a) Such Confidential Information is publicly available or later becomes publicly available other than through a breach by the Board Member of this Agreement; or (b) Such Confidential 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; (c) The Board Member can demonstrate by documentary evidence or otherwise that such Confidential Information was known to him or her prior to its disclosure to the Board Member by the HNBA or was independently developed by the Board Member prior to such disclosure for purposes unrelated to his or her service as a Board Member; or | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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3. The HNBA agrees that the Board Member shall not be liable for any disclosure or use of any Confidential Information if: (a) Such Confidential Information is publicly available or later becomes publicly available other than through a breach by the Board Member of this Agreement; or (b) Such Confidential 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; (c) The Board Member can demonstrate by documentary evidence or otherwise that such Confidential Information was known to him or her prior to its disclosure to the Board Member by the HNBA or was independently developed by the Board Member prior to such disclosure for purposes unrelated to his or her service as a Board Member; or | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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(g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. 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. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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(e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 0contradiction
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(a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. | Confidential Information may include verbally conveyed information. | 1entailment
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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. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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