Confidentiality provision clause samples

7.Confidentiality. Except as otherwise required by law, the Parties shall treat this Agreement as strictly confidential and will not disclose it or its terms to any person other than attorneys and financial advisor(s) who have a need to know and who acknowledge that they will maintain this Agreement as strictly confidential. Schwartz may also disclose this Agreement to his spouse provided she first assures Schwartz that she is bound by and will honor this confidentiality provision. Ferrellgas may disclose this Agreement to its lawyers, financial advisors, officers, directors, and others with a need to know the terms of this Agreement provided they first acknowledge they will honor this confidentiality provision. The parties may disclose the terms of this Agreement to the extent reasonably necessary to comply with securities laws or to lawyers, accountants, auditors, bankers or tax advisors of any of the parties that might require confidential access to this Agreement for the purpose of properly advising thatparty in the ordinary course of its business, provided, however, that such persons shall be advised of and agree to the confidentiality provisions of this Agreement; to the extent necessary to comply with any court process or governmental or legal requirements; to the extent necessary to enforce this Agreement; or to the extent necessary to comply with the reporting requirements of federal, state or local tax laws and regulations. Nothing herein shall preclude Ferrellgas from disclosing this Agreement as may be required by law or regulation, and Schwartz acknowledges that Ferrellgas may have to disclose this Agreement in a public SEC filing. Neither party shall be required to treat as confidential any terms of this Agreement disclosed to the public by Ferrellgas in a public SEC filing or otherwise.

8. Terms and Conditions Confidential. Each party agrees to hold the terms and conditions of this Agreement in strict confidence. Employee shall not disclose the terms and conditions of this Agreement to any past or present employee of Employer or to any other individual except Employee’s attorneys, accountants, tax consultants, state or federal authorities, or as may be required by law. Any person to whom disclosure of the terms and conditions of this Agreement is made in accordance with this Paragraph 7 shall be instructed that the terms and conditions of this Agreement are confidential. In the event that an inquiry is made to any of the parties by any individual, other than the individuals described in this Paragraph 7, to whom the parties are bound or required to disclose such information, regarding the status of the dispute between the parties, the parties may comment only that this dispute was “resolved.” No party shall disparage any other party, nor shall any party make any public statement nor do any act that is calculated or likely to result in an inquiry by any member of the public as to any aspect of the dispute between the parties or any of the information covered by this confidentiality provision. All parties shall make their best efforts in all respects and in good faith to keep all information concerning the dispute between the parties or any of the information covered by this confidentiality provision confidential and secret from any person except the individuals described in this Paragraph 7 to whom the parties are legally bound or otherwise required or permitted to disclose such information.

I agree that I will not disclose, disseminate, or publicize, or cause or permit to be disclosed, disseminated, or publicized, any of the terms of this Release or the fact that I have entered into this Release, to any person, corporation, association, government agency, or other entity, other than my spouse, legal counsel, and tax advisor, except (1)to the extent necessary to report income to appropriate taxing authorities, or (2)in response to an order or subpoena of a court or government agency of competent jurisdiction. However, notice of receipt of such order or subpoena shall be immediately communicated to 4Front telephonically and in writing, so that 4Front shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to my response to such order or subpoena. I agree that my spouse, legal counsel, and tax advisor shall be bound by this confidentiality provision. Any violation of this section is considered a material breach of this Release, subjecting me to a claim for damages resulting from such breach. If I violate this confidentiality provision before 4Front makes the payment specified in paragraph 1 above, then 4Front’s obligation to make such payment shall be extinguished; however, all other terms of this Release shall remain in effect.

8. Confidentiality. The terms of the Agreement shall be confidential, subject to the exceptions stated in Section13. Accordingly, Employee agrees to not make any public statement about, not disclose to any third party, the fact of, or contents or terms of this Agreement, unless necessary to implement or enforce its terms, or to seek tax or legal advice regarding this Agreement. Employee will not disclose information about this Agreement to Employee’s spouse or Employee’s financial, tax and legal advisors, until they have first been advised of this confidentiality provision. Specifically, Employee will not disclose any information about this Agreement, or the Separation Package made pursuant to this Agreement, to any former employee of the Company or to any current employee of the Company that is not already in possession of such information. In the event that Employee’s attorney, financial or tax advisor, or spouse engages in conduct that would breach this paragraph, such conduct shall constitute a breach of this paragraph just as if Employee had engaged in such conduct. Employee understands and agrees that any disclosures in violation of this section shall constitute and be treated as a material breach of this Agreement.

We enter into cooperation agreements with each of the individual service providers and service stores that provide our installation and maintenance services. Under our standard cooperation agreement, we agree to recommend customers to the service provider and assist it in conducting its business, and the service provider agrees to provide the services. Under the cooperation agreement, we receive 40% of the fees for the services and the service provider receives 60% of the fees. The term of our standard cooperation agreement is for five years and may be terminated by either party if (i) such party’s business is ordered by governmental authorities to terminate; (ii) the parties have material disputes in the course of operation and fail to settle through friendly consultation; or (iii) parties fail to reach a renewal agreement before the contract expires. In addition, the service provider may terminate the cooperation agreement if our company is facing serious business operation difficulties, or committed fraud against customers and other serious illegal activities, and we may terminate the cooperation agreement if the service provider is facing serious operation difficulties, or committed fraud against customers, misappropriation of customer funds, or other serious illegal activities, or the internal management of the service provider has material issues that may have a material adverse impact on its ordinary course of business. Our standard cooperation agreement also contains a customary confidentiality provision. We have partnerships with more than 2,600 individuals and service stores in China.

We enter into cooperation agreements with each of the individual service providers and service stores that provide our installation and maintenance services. Under our standard cooperation agreement, we agree to recommend customers to the service provider and assist it in conducting its business, and the service provider agrees to provide the services. The term of our standard cooperation agreement is for five years and may be terminated by either party if (i) such party’s business is ordered by governmental authorities to terminate; (ii) the parties have material disputes in the course of operation and fail to settle through friendly consultation; or (iii) parties fail to reach a renewal agreement before the contract expires. In addition, the service provider may terminate the cooperation agreement if our company is facing serious business operation difficulties, or committed fraud against customers and other serious illegal activities, and we may terminate the cooperation agreement if the service provider is facing serious operation difficulties, or committed fraud against customers, misappropriation of customer funds, or other serious illegal activities, or the internal management of the service provider has material issues that may have a material adverse impact on its ordinary course of business. Our standard cooperation agreement also contains a customary confidentiality provision. We have partnerships with more than 2,600 individuals and service stores in China. We normally receive approximately 40% of the fees for the services and the service provider receives approximately 60% of the fees, although terms will vary.

6.1 The parties hereto acknowledge and determine that any oral or written information exchanged between them in connection with this Agreement is confidential. The parties hereto shall keep all such information confidential and shall not disclose any of such information to any third party without the prior written consent of the other party, except that: (a)the general public is, or is to be, aware of the information (which is not attributable to disclosure by a receiver of the information to the general public without permission; (b)the information is required by applicable laws or regulations to be disclosed; or (c)the information needs to be disclosed by a party to its board of directors or legal or financial advisors for the purpose of the transaction under this Agreement, provided that the directors and legal or financial advisors are also held obligated to keep confidentiality in a way similar to this confidentiality provision. The leak of the information, by a staff member or a recruited agency of a party hereto, shall be deemed as a leak by this party, in which case this party shall be liable for breach of contract in accordance with this Agreement. This provision shall survive regardless of the termination of this Agreement by any reason .

6. Except as required by law, the Employee will not disclose the existence or terms of this Release to anyone except the Employee’s attorney, accountant, and immediate family, whom the Employee shall ensure will comply with the terms of this confidentiality provision. Nothing in this Release is intended to or shall be construed as an admission by any of the Released Parties that any of them violated any law, breached any obligation or otherwise engaged in any improper or illegal conduct with respect to the Employee or otherwise. The Released Parties expressly deny any such illegal or wrongful conduct. This Release, the Agreement and any other agreements specified in Paragraph 9 of the Agreement are the entire agreement of the parties regarding the matters described in such agreements and supersede any and all prior and/or contemporaneous agreements, oral or written, between the parties regarding such matters. This Release is governed by New York law, may be signed in counterparts, and may be modified only by a writing signed by all parties.

6.3 Confidentiality and Non-Solicitation. The Parties agree that the fact of and the terms and conditions of this Agreement and any and all information disclosed, whether orally or in writing, by a party (the “Disclosing Party”) to the other party (“Receiving Party”) pursuant hereto or the letter agreement dated June5, 2020 (the “Confidential Information”) are confidential and will not be disclosed to any individual or entity without the express written consent of the Disclosing Party, except to the extent that (i)such disclosure may be required by law. In which event, the party compelled to disclose will seek to notify the other party in advance thereof; or (ii)such Confidential Information is or becomes available in the public domain except through the breach of this confidentiality provision. Any Confidential Information will only be used to evaluate this contemplated transaction, may not be used by the Receiving Party for the benefit of its own business and may not be used to the detriment of the Disclosing Party. Upon termination of this Agreement for any reason, the parties will destroy and shred all other Confidential Information of the other party. A Receiving Party may disclose Confidential Information to its officers, directors, employees, attorneys, agents, consultants, accountants, and/or other advisors (“Representatives”) who have a reasonable need to know the Confidential Information in connection with the matters contained herein and who agree to maintain the Confidential Information according to the terms of this Agreement. Each party agrees to be responsible for any breach of this confidentiality provision by its Representatives. If this Agreement is terminated, for a period of one year from the date of this Agreement, neither party will directly or indirectly solicit for employment any salaried management employee of the other, except for such employee who (i)initiates discussions regarding such employment without any direct or indirect solicitation by the hiring party, (ii)responds to any public advertisement in a publication of general circulation or (iii)has been terminated by the other party prior to the commencement of employment discussions with the hiring party.

5.Confidentiality. Unless otherwise agreed to by the parties or required by law, order of a court of competent jurisdiction or the rules and regulations of any governmental authority, each party hereto agrees that the terms of this Alliance, or any information or documentation related to the negotiations of this Alliance or the resulting final agreements, are strictly confidential and should not be disclosed in whole or in part to any party other than Ross Aviation's and BLADE's legal counsel, financial and other advisors (i) who need to know such information in connection with the transactions contemplated hereby, (ii) who are informed by the relevant party of the confidential nature of such information, and (iii) who agree to be bound by the terms of this confidentiality provision. The term of this paragraph shall survive the expiration or termination of this Alliance.