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This Agreement shall not apply to specific information if: (a) The information is or later becomes generally available to the public, except as a result of an unauthorized disclosure by the Recipient or Recipient Representatives; (b) State gives its prior written consent to the disclosure of information or the waiver of any provision of this Agreement; or (c) The information is disclosed to the Recipient by a third party (except an employee or former employee of Recipient or its affiliates) who is not under a legal restriction not to so disclose such information. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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“Confidential Information” means any information disclosed to the Contractor by the CAO or the House, including, but not limited to: (a) security practices, operational information, business plans, customer data, customer lists, customer names, designs, documents, drawings, engineering information, hardware configuration information, processes, products, product plans, research, services, specifications, software, source code and trade secrets; and | Confidential Information shall only include technical information. | 0contradiction
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“Confidential Information” means any information disclosed to the Contractor by the CAO or the House, including, but not limited to: (a) security practices, operational information, business plans, customer data, customer lists, customer names, designs, documents, drawings, engineering information, hardware configuration information, processes, products, product plans, research, services, specifications, software, source code and trade secrets; and (b) any other information designated (orally or in writing) as “confidential,” “proprietary” or of such nature that a reasonable person would understand such information to be confidential to the CAO or the House. | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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The restrictions and obligations under this Agreement shall survive any expiration, termination or cancellation of this Agreement and shall continue to bind Recipient, its successors and assigns. | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary; | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary; | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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As used in this Agreement, "Confidential Information" shall mean any and all technical and non-technical information about State, including, but not limited to data and information processed by State in connection with evaluating the Services. The term shall also include all "protected health information" (as defined by 45 C.F.R. § 160.103) and any other personally identifiable information ("PII") regarding any individual who is, or may become, eligible for the State's Plan (including, but not limited to, such Plan's travel benefit). | Confidential Information may include verbally conveyed information. | 2neutral
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All Confidential Information (a) supplied by any employee, agent, consultant, or independent contractor of State ("State Representatives") to the Recipient or any employee, agent, officer, director, shareholder, independent contractor or representative of the Recipient (collectively, the "Recipient Representatives"), (b) obtained by the Recipient or any Recipient Representatives from any documents, meetings or telephone conversations with any State Representatives or from books or records of State, (c) obtained by the Recipient or any Recipient Representatives or in any other manner including through hosting the software evaluation on Recipient's website, or (d) jointly or individually developed by State and/or Recipient shall be protected and maintained by the Recipient on a confidential basis and the Recipient shall not use any of the Confidential Information for any purposes (other than as permitted by this Agreement). The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary; (b) Advise all persons to whom Confidential Information is disclosed of the strict obligations of confidentiality hereunder; and (c) Take such steps to protect the confidentiality of the Confidential Information as may be taken to protect the Recipient's own confidential materials, but in no event shall the Recipient use less than a reasonable degree of care. In addition to the foregoing, Recipient agrees to use reasonable and appropriate administrative, physical and technological safeguards to: (i) prevent use or disclosure of the Confidential Information other than as provided for by this Agreement; and | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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The Contractor further agrees to require each of its employees and agents to sign a form that would bind them in writing to protect the confidentiality of such Confidential Information. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary; | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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Recipient shall promptly notify State if it receives a subpoena or other legal process seeking the disclosure of Confidential Information. | 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 refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary; | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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The Contractor further agrees to require each of its employees and agents to sign a form that would bind them in writing to protect the confidentiality of such Confidential Information. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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The Contractor agrees that hereafter it shall (i) treat all Confidential Information confidentially, and (ii) use the Confidential Information solely for the purpose of evaluating the possible procurement of Technology Services (and, if such procurement is made, for the purpose of performing such Technology Services). | 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 refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary; | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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6. The Contractor shall, at its own expense, return to the State all Confidential Information in its care, custody, control or possession upon request of the State or on termination of the Contract. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary; | Agreement shall not grant Receiving Party any right to Confidential Information. | 2neutral
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This Agreement shall not apply to specific information if: (a) The information is or later becomes generally available to the public, except as a result of an unauthorized disclosure by the Recipient or Recipient Representatives; (b) State gives its prior written consent to the disclosure of information or the waiver of any provision of this Agreement; or (c) The information is disclosed to the Recipient by a third party (except an employee or former employee of Recipient or its affiliates) who is not under a legal restriction not to so disclose such information. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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1. Regardless of the form, format, or media on or in which the Confidential Information is provided and regardless of whether any such Confidential Information is marked as such, “Confidential Information” means (1) any and all information provided by or made available by the State to the Contractor in connection with the Contract and (2) any and all personally identifiable information (PII) (including but not limited to personal information as defined in Md. Ann. Code, General Provisions §4-101(h) and Md. Ann. Code, State Govt. § 10-1301(c)) and protected health information (PHI) as defined in 45 CFR 160.103 that is provided by a person or entity to the Contractor in connection with this Contract. Confidential Information includes, by way of example only, information that the Contractor views, takes notes from, copies (if the State agrees in writing to permit copying), possesses or is otherwise provided access to and use of by the State in relation to the Contract. | Confidential Information shall only include technical information. | 0contradiction
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1. Regardless of the form, format, or media on or in which the Confidential Information is provided and regardless of whether any such Confidential Information is marked as such, “Confidential Information” means (1) any and all information provided by or made available by the State to the Contractor in connection with the Contract and (2) any and all personally identifiable information (PII) (including but not limited to personal information as defined in Md. Ann. Code, General Provisions §4-101(h) and Md. Ann. Code, State Govt. § 10-1301(c)) and protected health information (PHI) as defined in 45 CFR 160.103 that is provided by a person or entity to the Contractor in connection with this Contract. | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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Confidential Information includes, by way of example only, information that the Contractor views, takes notes from, copies (if the State agrees in writing to permit copying), possesses or is otherwise provided access to and use of by the State in relation to the Contract. 2. The Contractor shall not, without the State’s prior written consent, copy, disclose, publish, release, transfer, disseminate, use, or allow access for any purpose or in any form, any Confidential Information except for the sole and exclusive purpose of performing under the Contract. | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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6. The Contractor shall, at its own expense, return to the State all Confidential Information in its care, custody, control or possession upon request of the State or on termination of the Contract. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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WHEREAS, in order for the Contractor to perform the work required under the Contract, it will be necessary for the State at times to provide the Contractor and the Contractor’s employees, agents, and subcontractors (collectively the “Contractor’s Personnel”) with access to certain information the State deems confidential information (the “Confidential Information”). NOW, THEREFORE, in consideration of being given access to the Confidential Information in connection with the solicitation and the Contract, and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties do hereby agree as follows: 1. Regardless of the form, format, or media on or in which the Confidential Information is provided and regardless of whether any such Confidential Information is marked as such, “Confidential Information” means (1) any and all information provided by or made available by the State to the Contractor in connection with the Contract and (2) any and all personally identifiable information (PII) (including but not limited to personal information as defined in Md. Ann. Code, General Provisions §4-101(h) and Md. Ann. Code, State Govt. § 10-1301(c)) and protected health information (PHI) as defined in 45 CFR 160.103 that is provided by a person or entity to the Contractor in connection with this Contract. Confidential Information includes, by way of example only, information that the Contractor views, takes notes from, copies (if the State agrees in writing to permit copying), possesses or is otherwise provided access to and use of by the State in relation to the Contract. 2. The Contractor shall not, without the State’s prior written consent, copy, disclose, publish, release, transfer, disseminate, use, or allow access for any purpose or in any form, any Confidential Information except for the sole and exclusive purpose of performing under the Contract. The Contractor shall limit access to the Confidential Information to the Contractor’s Personnel who have a demonstrable need to know such Confidential Information in order to perform under the Contract and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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6. The Contractor shall, at its own expense, return to the State all Confidential Information in its care, custody, control or possession upon request of the State or on termination of the Contract. | Confidential Information may include verbally conveyed information. | 2neutral
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Confidential Information includes, by way of example only, information that the Contractor views, takes notes from, copies (if the State agrees in writing to permit copying), possesses or is otherwise provided access to and use of by the State in relation to the Contract. 2. The Contractor shall not, without the State’s prior written consent, copy, disclose, publish, release, transfer, disseminate, use, or allow access for any purpose or in any form, any Confidential Information except for the sole and exclusive purpose of performing under the Contract. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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Confidential Information includes, by way of example only, information that the Contractor views, takes notes from, copies (if the State agrees in writing to permit copying), possesses or is otherwise provided access to and use of by the State in relation to the Contract. 2. The Contractor shall not, without the State’s prior written consent, copy, disclose, publish, release, transfer, disseminate, use, or allow access for any purpose or in any form, any Confidential Information except for the sole and exclusive purpose of performing under the Contract. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 0contradiction
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2. The Contractor shall not, without the State’s prior written consent, copy, disclose, publish, release, transfer, disseminate, use, or allow access for any purpose or in any form, any Confidential Information except for the sole and exclusive purpose of performing under the Contract. | 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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WHEREAS, in order for the Contractor to perform the work required under the Contract, it will be necessary for the State at times to provide the Contractor and the Contractor’s employees, agents, and subcontractors (collectively the “Contractor’s Personnel”) with access to certain information the State deems confidential information (the “Confidential Information”). NOW, THEREFORE, in consideration of being given access to the Confidential Information in connection with the solicitation and the Contract, and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties do hereby agree as follows: 1. Regardless of the form, format, or media on or in which the Confidential Information is provided and regardless of whether any such Confidential Information is marked as such, “Confidential Information” means (1) any and all information provided by or made available by the State to the Contractor in connection with the Contract and (2) any and all personally identifiable information (PII) (including but not limited to personal information as defined in Md. Ann. Code, General Provisions §4-101(h) and Md. Ann. Code, State Govt. § 10-1301(c)) and protected health information (PHI) as defined in 45 CFR 160.103 that is provided by a person or entity to the Contractor in connection with this Contract. Confidential Information includes, by way of example only, information that the Contractor views, takes notes from, copies (if the State agrees in writing to permit copying), possesses or is otherwise provided access to and use of by the State in relation to the Contract. 2. The Contractor shall not, without the State’s prior written consent, copy, disclose, publish, release, transfer, disseminate, use, or allow access for any purpose or in any form, any Confidential Information except for the sole and exclusive purpose of performing under the Contract. The Contractor shall limit access to the Confidential Information to the Contractor’s Personnel who have a demonstrable need to know such Confidential Information in order to perform under the Contract and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement. | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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WHEREAS, in order for the Contractor to perform the work required under the Contract, it will be necessary for the State at times to provide the Contractor and the Contractor’s employees, agents, and subcontractors (collectively the “Contractor’s Personnel”) with access to certain information the State deems confidential information (the “Confidential Information”). NOW, THEREFORE, in consideration of being given access to the Confidential Information in connection with the solicitation and the Contract, and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties do hereby agree as follows: 1. Regardless of the form, format, or media on or in which the Confidential Information is provided and regardless of whether any such Confidential Information is marked as such, “Confidential Information” means (1) any and all information provided by or made available by the State to the Contractor in connection with the Contract and (2) any and all personally identifiable information (PII) (including but not limited to personal information as defined in Md. Ann. Code, General Provisions §4-101(h) and Md. Ann. Code, State Govt. § 10-1301(c)) and protected health information (PHI) as defined in 45 CFR 160.103 that is provided by a person or entity to the Contractor in connection with this Contract. Confidential Information includes, by way of example only, information that the Contractor views, takes notes from, copies (if the State agrees in writing to permit copying), possesses or is otherwise provided access to and use of by the State in relation to the Contract. 2. The Contractor shall not, without the State’s prior written consent, copy, disclose, publish, release, transfer, disseminate, use, or allow access for any purpose or in any form, any Confidential Information except for the sole and exclusive purpose of performing under the Contract. The Contractor shall limit access to the Confidential Information to the Contractor’s Personnel who have a demonstrable need to know such Confidential Information in order to perform under the Contract and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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2. The Contractor shall not, without the State’s prior written consent, copy, disclose, publish, release, transfer, disseminate, use, or allow access for any purpose or in any form, any Confidential Information except for the sole and exclusive purpose of performing under the Contract. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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a. What is included, "Confidential information" is non-public information, know-how and trade secrets in any form that: | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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A "representative" is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. Each of us may disclose the other's confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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a. What is included, "Confidential information" is non-public information, know-how and trade secrets in any form that: | Confidential Information shall only include technical information. | 0contradiction
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a. What is included, "Confidential information" is non-public information, know-how and trade secrets in any form that: Are designated as "confidential"; or A reasonable person knows or reasonably should understand to be confidential. | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use nor disclose the other's confidential information for three years after we receive it. The three-year c. time period does not apply if applicable law requires a longer period. 5. General rights, obligations and miscellaneous. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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The following types of information, however marked, are not confidential information. Information that: Is, or becomes, publicly available without a breach of this agreement; Was lawfully known to the receiver of the information without an obligation to keep it confidential; Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; Is independently developed; or | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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The following types of information, however marked, are not confidential information. Information that: Is, or becomes, publicly available without a breach of this agreement; Was lawfully known to the receiver of the information without an obligation to keep it confidential; Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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Subject to the other terms of this agreement, each of us agrees: We will not disclose the other's confidential information to third parties; and We will use and disclose the other's confidential information only for purposes of our business relationship with each other. | Confidential Information may include verbally conveyed information. | 2neutral
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During the term of the agreement and for a period of twelve (12) months thereafter, each party agrees not to solicit or recruit any employee of each other without the prior written consent of that party. Both BCG and Partner hereby agree that it will not solicit for hire, in any capacity whatsoever, any of each other’s employees, contractors or other such affiliated resources without prior written consent from the other party. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 1entailment
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A "representative" is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. Each of us may disclose the other's confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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a. What is included, "Confidential information" is non-public information, know-how and trade secrets in any form that: Are designated as "confidential"; or A reasonable person knows or reasonably should understand to be confidential. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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Each of us may disclose the other's confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. | 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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The following types of information, however marked, are not confidential information. Information that: Is, or becomes, publicly available without a breach of this agreement; Was lawfully known to the receiver of the information without an obligation to keep it confidential; Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other's affiliates, under the following terms. An "affiliate" is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. "Control" and "own" mean possessing a 50% or greater Interest in an entity or the right to direct the management of the entity. 2. Confidential information. a. What is included, "Confidential information" is non-public information, know-how and trade secrets in any form that: Are designated as "confidential"; or A reasonable person knows or reasonably should understand to be confidential. b. What is not included? The following types of information, however marked, are not confidential information. Information that: Is, or becomes, publicly available without a breach of this agreement; Was lawfully known to the receiver of the information without an obligation to keep it confidential; Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; Is independently developed; or Is a comment or suggestion one of us volunteers about the other's business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: We will not disclose the other's confidential information to third parties; and We will use and disclose the other's confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: To take reasonable steps to protect the other's confidential information. These steps must be at least as protective as those we take to protect our own confidential information; To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. A "representative" is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. Each of us may disclose the other's confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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Subject to the other terms of this agreement, each of us agrees: We will not disclose the other's confidential information to third parties; and We will use and disclose the other's confidential information only for purposes of our business relationship with each other. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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During the term of the agreement and for a period of twelve (12) months thereafter, each party agrees not to solicit or recruit any employee of each other without the prior written consent of that party. Both BCG and Partner hereby agree that it will not solicit for hire, in any capacity whatsoever, any of each other’s employees, contractors or other such affiliated resources without prior written consent from the other party. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use nor disclose the other's confidential information for three years after we receive it. The three-year c. time period does not apply if applicable law requires a longer period. 5. General rights, obligations and miscellaneous. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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All rights to confidential information are reserved by the disclosing party and no rights or obligations, other than those expressly recited herein, are granted or to be implied from this agreement. Nothing in this agreement or its operation shall preclude, impair or restrict either party from continuing to engage in its business. It is recorded that the disclosing party may well have had business dealings with the receiving party’s customers and no right of exclusivity shall be afforded to the receiving party in this regard. For example, in larger corporate entities, it may well be that the receiving party and disclosing party are dealing with separate departments or individuals or may well have done so previously. The receiving party accepts this fact and whilst the disclosing party shall not intentionally interfere with the receiving party’s marketing strategy, this may at times be inevitable. 5. RETURN OF CONFIDENTIAL INFORMATION Either party may request in writing at any time that any confidential information or any documents containing such confidential information, disclosed pursuant to the terms of this agreement and any copies thereof be returned with a written statement to the effect that upon such return the receiving party has not knowingly retained in its possession or under its control, either directly or indirectly, any such confidential information or any documents containing such confidential information or any copies thereof and the receiving party shall comply with any such request within seven days of receipt of such request. 6. TITLE All confidential information of the disclosing party is acknowledged by the receiving party to be the property of the disclosing party and the disclosure of the confidential information shall not be deemed to confer any rights to that confidential information on the receiving party. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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The following types of information, however marked, are not confidential information. Information that: Is, or becomes, publicly available without a breach of this agreement; Was lawfully known to the receiver of the information without an obligation to keep it confidential; Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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The information that is intended to be covered by this agreement shall include, without limitation, any designs, concepts, ideas, technical, scientific, commercial information, know-how, trade secrets and processes, communicated to either party (“the receiving party”) by the other party (“the disclosing party”) or acquired by the receiving party from the disclosing party, during the course of the negotiations and discussions referred to in 1 as well as during the course of any appointment of the Company as contemplated in 1. | Confidential Information shall only include technical information. | 0contradiction
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a. What is included, "Confidential information" is non-public information, know-how and trade secrets in any form that: Are designated as "confidential"; or A reasonable person knows or reasonably should understand to be confidential. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use nor disclose the other's confidential information for three years after we receive it. The three-year c. time period does not apply if applicable law requires a longer period. 5. General rights, obligations and miscellaneous. | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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The following types of information, however marked, are not confidential information. Information that: Is, or becomes, publicly available without a breach of this agreement; Was lawfully known to the receiver of the information without an obligation to keep it confidential; Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; Is independently developed; or | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use nor disclose the other's confidential information for three years after we receive it. The three-year c. time period does not apply if applicable law requires a longer period. 5. General rights, obligations and miscellaneous. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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A "representative" is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. Each of us may disclose the other's confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. | Confidential Information may include verbally conveyed information. | 2neutral
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During the term of the agreement and for a period of twelve (12) months thereafter, each party agrees not to solicit or recruit any employee of each other without the prior written consent of that party. Both BCG and Partner hereby agree that it will not solicit for hire, in any capacity whatsoever, any of each other’s employees, contractors or other such affiliated resources without prior written consent from the other party. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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In view thereof, the parties undertake that - 3.2 they will not, without the prior written consent of the disclosing party: 3.2.1 during the course of the negotiations and discussions referred to in 1 or at any time thereafter, directly or indirectly, use any of the confidential information, otherwise than for the purpose of such negotiations and discussions or for the implementation of any agreement resulting there from; 3.2.2 divulge, discuss with, disclose or reveal the confidential information of the disclosing party to any person, firm, corporation, association or any other entity for any reason or purpose whatsoever (other than its employees and agents and only to the extent that such employees and agents require such information in the implementation of any agreement concluded between the parties); | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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A "representative" is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. Each of us may disclose the other's confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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Before submitting a Measured Enterprise’s Confidential Information when requested by DTI, SANAS or required by Law, BEE Online shall notify the Measured Enterprise within 2 days of receiving the written request by email and will disclose the information within 7 days after Measured Enterprise has been notified BEE Online | 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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The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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In view thereof, the parties undertake that - 3.2 they will not, without the prior written consent of the disclosing party: 3.2.1 during the course of the negotiations and discussions referred to in 1 or at any time thereafter, directly or indirectly, use any of the confidential information, otherwise than for the purpose of such negotiations and discussions or for the implementation of any agreement resulting there from; 3.2.2 divulge, discuss with, disclose or reveal the confidential information of the disclosing party to any person, firm, corporation, association or any other entity for any reason or purpose whatsoever (other than its employees and agents and only to the extent that such employees and agents require such information in the implementation of any agreement concluded between the parties); | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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In view thereof, the parties undertake that - 3.2 they will not, without the prior written consent of the disclosing party: 3.2.1 during the course of the negotiations and discussions referred to in 1 or at any time thereafter, directly or indirectly, use any of the confidential information, otherwise than for the purpose of such negotiations and discussions or for the implementation of any agreement resulting there from; | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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The Confidential Information is and shall be considered valuable trade secrets owned exclusively by the Disclosing Party. The Disclosing Party retains all right, title and interest in the Confidential Information and any reasonably related information which may be subsequently developed, and the Receiving Party waives all rights to the intellectual property and copyright therein in favour of the Disclosing Party. 1.4 No License. No license is granted to the Receiving Party in relation to any intellectual property rights that attach to or may be embodied in any Confidential Information, or is implied by the conveying of such Confidential Information to the Receiving Party. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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When used herein, Confidential Information shall mean any information and data (in electronic form, in hard copy or given verbally) of a confidential or proprietary nature which is disclosed by the Disclosing Party to the Receiving Party, including but not limited to, group corporate strategy and initiatives, customer information, Target information, proprietary technical, financial, personnel and/or commercial information with respect to the Proposed Transaction, Transnet or the Target and any information which is disclosed pursuant to this Agreement and marked “Confidential” by the Disclosing Party. | Confidential Information shall only include technical information. | 0contradiction
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When used herein, Confidential Information shall mean any information and data (in electronic form, in hard copy or given verbally) of a confidential or proprietary nature which is disclosed by the Disclosing Party to the Receiving Party, including but not limited to, group corporate strategy and initiatives, customer information, Target information, proprietary technical, financial, personnel and/or commercial information with respect to the Proposed Transaction, Transnet or the Target and any information which is disclosed pursuant to this Agreement and marked “Confidential” by the Disclosing Party. | All Confidential Information shall be expressly identified by the Disclosing Party. | 1entailment
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Notwithstanding the return of the Confidential Information, the Receiving Party will continue to be bound by its obligations of confidentiality and other obligations hereunder. 2.4 Remedies. The Receiving Party recognises and acknowledges that the Confidential Information is of a special, unique and extraordinary character to the Disclosing Party and the Target and the disclosure, misappropriation or unauthorised use of such Confidential Information by the Receiving Party cannot be fully compensated and that, further, any such disclosure, misappropriation or unauthorised use of the Confidential Information shall cause irreparable injury to the Disclosing Party and/or the Target. The Receiving Party expressly agrees, therefore, that the Disclosing Party, in addition to any rights and remedies it may have under this Agreement or at law or in equity, shall be entitled to seek injunctive and other equitable relief to prevent the breach, or the further breach, of any of the provisions of this Agreement. The Receiving Party agrees to reimburse the Disclosing Party for any and all losses, liabilities, damages, costs, opportunity costs, and direct or indirect expenses (including reasonable attorney’s fees, profit opportunity returns foregone and any court costs) incurred by the Disclosing Party as a result of any prima facie breach of this Agreement by the Receiving Party. 3. GENERAL 3.1 Term and Termination. Notwithstanding whether or not the Proposed Transactions are concluded, the Receiving Party shall maintain the Confidential Information in confidence and in accordance with the terms of this Agreement for a period of five (5) years from the date of disclosure. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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Before submitting a Measured Enterprise’s Confidential Information when requested by DTI, SANAS or required by Law, BEE Online shall notify the Measured Enterprise within 2 days of receiving the written request by email and will disclose the information within 7 days after Measured Enterprise has been notified BEE Online | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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When used herein, Confidential Information shall mean any information and data (in electronic form, in hard copy or given verbally) of a confidential or proprietary nature which is disclosed by the Disclosing Party to the Receiving Party, including but not limited to, group corporate strategy and initiatives, customer information, Target information, proprietary technical, financial, personnel and/or commercial information with respect to the Proposed Transaction, Transnet or the Target and any information which is disclosed pursuant to this Agreement and marked “Confidential” by the Disclosing Party. | Confidential Information may include verbally conveyed information. | 1entailment
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The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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In the absence of the Disclosing Party’s prior written consent, the Receiving Party shall not produce nor disclose the Confidential Information, or any part thereof, to any third party. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 0contradiction
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The Confidential Information must not be copied, reproduced, distributed, stored digitally or by other means, or passed to others at any time other than in accordance with this Confidentiality Agreement or with the prior written consent of Transnet. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 0contradiction
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Before submitting a Measured Enterprise’s Confidential Information when requested by DTI, SANAS or required by Law, BEE Online shall notify the Measured Enterprise within 2 days of receiving the written request by email and will disclose the information within 7 days after Measured Enterprise has been notified BEE Online | 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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Confidential information specifically excludes the following: 1.1.1 information which is in the public domain or enters the public domain other than by reason of a breach of the terms of this Agreement; 1.1.2 where it becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or the individual members of the Disclosing Party, as the case may be; | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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In view thereof, the parties undertake that - 3.2 they will not, without the prior written consent of the disclosing party: 3.2.1 during the course of the negotiations and discussions referred to in 1 or at any time thereafter, directly or indirectly, use any of the confidential information, otherwise than for the purpose of such negotiations and discussions or for the implementation of any agreement resulting there from; 3.2.2 divulge, discuss with, disclose or reveal the confidential information of the disclosing party to any person, firm, corporation, association or any other entity for any reason or purpose whatsoever (other than its employees and agents and only to the extent that such employees and agents require such information in the implementation of any agreement concluded between the parties); | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 2neutral
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The Receiving Party may use the Confidential Information solely for the purposes of assessing the Target for purposes of the Proposed Transaction. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. | Agreement shall not grant Receiving Party any right to Confidential Information. | 2neutral
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The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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Before submitting a Measured Enterprise’s Confidential Information when requested by DTI, SANAS or required by Law, BEE Online shall notify the Measured Enterprise within 2 days of receiving the written request by email and will disclose the information within 7 days after Measured Enterprise has been notified BEE Online | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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In consideration of the broker, ("Broker") providing the information on businesses for sale, I/we understand and agree: 1. (a) That any information provided on any business is sensitive and confidential, and that its disclosure to others may be damaging to the businesses and their owners. (b) Not to disclose, for a period of three years from the date I/we sign this Non-Disclosure Agreement, any information regarding these businesses to any other person who has not also signed this Agreement, except to secure the advise and recommendations of my business advisors (accountants, attorneys, etc.) | Confidential Information may include verbally conveyed information. | 2neutral
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5. I/we acknowledge that we will receive confidential information about the Seller's business, operations, customers, and employees and agree not to start a business similar to the sellers listed above and not to solicit or contact Seller's employees or customers for a period of three years from the date herein. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 1entailment
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In consideration of the broker, ("Broker") providing the information on businesses for sale, I/we understand and agree: 1. (a) That any information provided on any business is sensitive and confidential, and that its disclosure to others may be damaging to the businesses and their owners. (b) Not to disclose, for a period of three years from the date I/we sign this Non-Disclosure Agreement, any information regarding these businesses to any other person who has not also signed this Agreement, except to secure the advise and recommendations of my business advisors (accountants, attorneys, etc.) | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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5. I/we acknowledge that we will receive confidential information about the Seller's business, operations, customers, and employees and agree not to start a business similar to the sellers listed above and not to solicit or contact Seller's employees or customers for a period of three years from the date herein. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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In consideration of the broker, ("Broker") providing the information on businesses for sale, I/we understand and agree: 1. (a) That any information provided on any business is sensitive and confidential, and that its disclosure to others may be damaging to the businesses and their owners. (b) Not to disclose, for a period of three years from the date I/we sign this Non-Disclosure Agreement, any information regarding these businesses to any other person who has not also signed this Agreement, except to secure the advise and recommendations of my business advisors (accountants, attorneys, etc.) | 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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5. I/we acknowledge that we will receive confidential information about the Seller's business, operations, customers, and employees and agree not to start a business similar to the sellers listed above and not to solicit or contact Seller's employees or customers for a period of three years from the date herein. | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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In consideration of the broker, ("Broker") providing the information on businesses for sale, I/we understand and agree: 1. (a) That any information provided on any business is sensitive and confidential, and that its disclosure to others may be damaging to the businesses and their owners. (b) Not to disclose, for a period of three years from the date I/we sign this Non-Disclosure Agreement, any information regarding these businesses to any other person who has not also signed this Agreement, except to secure the advise and recommendations of my business advisors (accountants, attorneys, etc.) | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 2neutral
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In consideration of the broker, ("Broker") providing the information on businesses for sale, I/we understand and agree: 1. (a) That any information provided on any business is sensitive and confidential, and that its disclosure to others may be damaging to the businesses and their owners. (b) Not to disclose, for a period of three years from the date I/we sign this Non-Disclosure Agreement, any information regarding these businesses to any other person who has not also signed this Agreement, except to secure the advise and recommendations of my business advisors (accountants, attorneys, etc.) | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 2neutral
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Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or | Agreement shall not grant Receiving Party any right to Confidential Information. | 2neutral
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