A breach of confidentiality clause stipulates the obligations and responsibilities of parties to protect sensitive information from unauthorized disclosure or misuse. It outlines the repercussions and potential legal ramifications should any party fail to uphold these confidentiality commitments.
• No Special Damages. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR FRAUD, WILFUL MISCONDUCT, DEATH, BODILY INJURY, TANGIBLE PROPERTY DAMAGE, INFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY, A PARTY’S INDEMNIFICATION OBLIGATIONS, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, AND DIRECTORS BE LIABLE FOR ANY AMOUNTS FOR (i) LOSS OF INCOME, GOODWILL, PROFIT, REVENUE, OR ANTICIPATED SAVINGS OF THE OTHER PARTY OR ITS RESPECTIVE AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, AND DIRECTORS, OR( ii) INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY LOSS OR DAMAGE SUFFERED BY THE OTHER PARTY OR ITS RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS, AND DIRECTORS ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
• Maximum Aggregate Liability. EXCEPT FOR FRAUD, WILFUL MISCONDUCT, DEATH, BODILY INJURY, TANGIBLE PROPERTY DAMAGE, INFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY, A PARTY’S INDEMNIFICATION OBLIGATIONS, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED ONE TIMES (1X) THE AGGREGATE AMOUNT PAID OR PAYABLE UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
7. Maximum Aggregate Liability. EXCEPT FOR FRAUD, WILFUL MISCONDUCT, DEATH, BODILY INJURY, TANGIBLE PROPERTY DAMAGE, INFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY, A PARTY’S INDEMNIFICATION OBLIGATIONS, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED ONE TIMES (1X) THE AGGREGATE AMOUNT PAID OR PAYABLE UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
Leave of Absence, Breach of Confidentiality: If the Retention Bonus is not earned due to breach of Confidentiality or because Employee takes a prolonged leave of absence longer than 12 weeks, Employee agrees to forfeit any future unpaid Installment Payments as set forth in Section 4 above. Employee shall retain and not be required to repay any previous Installment Payments that were already made.
A breach of confidentiality by any Party’s shareholders, directors, employees, or institutions it hired shall be deemed to be a breach of confidentiality by that Party, and that Party shall be held liable for the breach pursuant to this Agreement.
7.4 party B shall have the responsibility and obligation to inform and require its employees to keep confidential any confidential information provided by party a during the term of this contract, as well as any confidential information that party B has come to know at work. Any breach of confidentiality by any employee of party B shall be deemed to be a breach of confidentiality by party B and party B shall be liable for breach of confidentiality under this contract.
The Contractor acknowledges any breach or threatened breach of confidentiality that this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to Client's rights and remedies otherwise available at law.
Consequential Damages. EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 6 (LIABILITY FOR BREACH OF CONFIDENTIALITY) AND SECTION 9 (LIABILITY FOR INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOSS PROFITS OR REVENUES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT A PARTY WAS ADVISED FOR THE POSSIBILITY OF SUCH DAMAGES AND (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
4. Liability for breach of confidentiality obligation: If Party B breaches the confidentiality obligation and causes losses to Party A, Party B shall compensate Party A for all losses suffered thereby.
The Board of Supervisors believes that: The preparation and review procedures of 2020 Third Quarter Report are in conformity with provisions under relevant laws, regulations, the AOA and internal management regulations of the Company; the content and form of 2020 Third Quarter Report meet the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange; the information contained in the report reflects the operational, management and financial performance of the Company during the reporting period; no breach of confidentiality by any staff members who worked on the preparation and review of the 2020 Third Quarter Report was detected before this opinion was issued.
As disclosed March 8, 2022, ZEN received a statement of claim from GC on January 29, 2021, for breach of confidentiality. The Company maintains that this claim is frivolous based on the fact the information shared by GC was already in the public domain. This position is supported by the public examiner's response to Graphene Composites patent application #3,097,636 on April 27, 2021, where the examiner rejected 107 out of 108 claims made by Graphene Composites.
Any breach of confidentiality by the shareholders, director, employees of or agencies engaged by either Party shall be deemed as a breach of confidentiality by such Party, in which case such Party shall be held liable for breach in accordance with this Agreement.
a) If, during the period of the Participant’s employment or service with the Company or its Affiliates (the “Employment Period”) and within 2 (two) years thereafter, the Participant has committed or engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, trade secrets or other confidential information of the Company or any of its Affiliates or otherwise has breached any employee invention and secrecy agreement or similar agreement with the Company or any of its Affiliates;
Alector’s press release omitted the fact that the arbitrator specifically found that there was no breach of confidentiality and no misappropriation of trade secrets, which were Alector’s original key claims (as stated in public filings), and therefore there was no harm to Alector. For this reason, Alector’s recovery was limited to a portion of Alector’s out-of-pocket arbitration expenses, which makes this proceeding a net financial loss to Alector.
NVIDIA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO SUCH NVIDIA PRODUCTS, TECHNOLOGY AND RELATED DOCUMENTATION AND ANY OTHER NVIDIA CONFIDENTIAL INFORMATION, AS WELL AS THE BENEFITS, TRAINING AND/OR SERVICES OR THEIR USE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS OR IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS OR ANY OTHER INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES UNDER, ARISING FROM, OR CONNECTED WITH A PROGRAM OR THIS AGREEMENT EVEN IF ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS OR IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED FIFTY THOUSAND US DOLLARS (US$50,000). THESE LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER SUCH CLAIMS OR CAUSES OF ACTION ARISE FROM BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF THE LOSS OR DAMAGE OR IF THE LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN.
On July 1, 2020 we learned that Steep Hill’s former CEO, J Michaele Keller, had made this potential transaction public via press release. This breach of confidentiality was aided by his attorneys, Pryor Cashman LLP. EVIO regards this as a serious breach and is reviewing any potential implications on the proposed transaction and possible causes of action against Pryor Cashman.
Neither party has liability for consequential, indirect, incidental, or similar damages, subject to a specific carve-out for breach of confidentiality obligations
Each party’s aggregate liability under the Supply Agreement is limited to: [***]. This does not apply to liability for breach of confidentiality obligations.
EXCEPT IN THE CASE OF BREACH OF CONFIDENTIALITY OR INFRINGEMENT, IN NO EVENT SHALL ADL OR COMPANY OR THEIR RESPECTIVE EMPLOYEES, AGENTS, OWNERS OR OFFICERS BE LIABLE TO THE OTHER PARTY FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AMOUNTS PAYABLE BY COMPANY TO ADL FOR SERVICES OR REIMBURSEMENT OF EXPENSES, AND EXCEPT IN THE CASE OF BREACH OF CONFIDENTIALITY OR INFRINGEMENT, THE LIABILITY OF ADL AND COMPANY AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OWNERS AND OFFICERS SHALL BE LIMITED TO THE AMOUNT RECEIVED BY ADL FROM COMPANY UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD PRECEDING THE CLAIM. The passage of thirty (30) days from the delivery of Services or deliverables to Company without written notice of non-acceptance from Company or Company’s use of the Services or deliverables shall constitute final acceptance of the Services or deliverables.
Section 11 of each Management Agreement also provides for indemnification of NTI as it relates to administration services and duties, against all claims except those resulting from the willful misfeasance, bad faith, negligence or reckless disregard of NTI, or NTI’s breach of confidentiality. The Management Agreements are incorporated by reference herein.
Notwithstanding the foregoing, nothing in this Agreement shall purport or attempt or serve to exclude or restrict any liability for (i) gross negligence or intentional misconduct; (ii) any fraud or fraudulent misrepresentation; (iii) amounts owing by a Party under Clause 7 (subject to Clause 14.4); (iv) claims subject to Customer’s indemnification obligations under Clause 12.1(a); (v) breach of confidentiality; or (vi) loss or damage to AGC Materials, Customer Materials, Raw Materials or Product (for the avoidance of doubt, including all safety stocks of such items) that are in AGC’s possession and that have not been Delivered to Customer and that AGC is responsible for insuring pursuant to Clause 12.6(ii).
A breach of confidentiality refers to the unauthorized disclosure or use of sensitive information that was meant to be kept private. This can occur in various settings, including legal, medical, business, and personal relationships, where maintaining privacy is essential. A breach can happen intentionally or accidentally, leading to potential legal consequences and loss of trust.
Understanding and addressing breaches of confidentiality are crucial in scenarios where:
Writing about a breach of confidentiality typically involves:
Defining the Scope: Clearly identify what information is considered confidential and the context in which the confidentiality applies.
Example: “The confidentiality agreement applies to all client data, including names, contact information, and project details.”
Stipulating Obligations: Outline the duties of parties involved in maintaining confidentiality.
Example: “Each party agrees not to disclose any confidential information to third parties without prior consent.”
Consequences of Breach: Clearly state what constitutes a breach and the associated consequences.
Example: “Any unauthorized disclosure may result in legal action and liability for damages incurred.”
Remedies: Provide solutions or remedies in the event of a breach.
Example: “In the event of a breach of confidentiality, the violating party must compensate all losses and take immediate remedial action.”
Breach of confidentiality clauses are typically found in contracts and agreements such as:
It’s essential that these contracts are carefully crafted to clearly delineate what constitutes confidential information and the repercussions for breaches.
Try our AI contract analysis and extract important clauses and information from existing contracts.
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A breakup fee is a financial penalty imposed on a party, often used in mergers and acquisitions, to compensate the other party if the deal is terminated under certain circumstances. This clause is intended to protect the interests of the party impacted by a failed agreement, covering costs and potential losses incurred during the negotiation process.
A bring down certificate is a document provided at specific intervals during a transaction, reaffirming that the representations and warranties made earlier in the agreement remain true and accurate as of the current date. This certificate is commonly used in merger and acquisition deals to ensure that no material changes have occurred since the initial signing of the contract.
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