Confidential Information 15 Sample Clauses

Confidential Information 15. 7.1.2 Limited Disclosure of Confidential Information 15
Sample 1
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Confidential Information 15. 1. The Purchaser agrees: (a) to only use Xxxxxxx’x Confidential Information to exercise its rights and perform its obligations under or in connection with the Contract; and (b) that any information disclosed by or on behalf of Sandvik is, and remains, Xxxxxxx’x property at all times. 15.2. Each party undertakes to the other that it shall: (a) not, at any time and except as permitted by Clause 15.3, disclose any Confidential Information belonging to the other to a third party (including information concerning technical solutions or problems or the results of testing, which information shall be construed as Xxxxxxx’x Confidential Information); and (b) hold the other party’s Confidential Information in confidence using at least the same degree of care (but not less than a reasonable degree of care) to safeguard and prevent disclosure to third parties as it applies to its own information of a similar nature. 15.3. Subject to Clause 19 (Sanctions, Export Laws, End-User assurance etc.), each party may disclose the other party's Confidential Information: (a) to its Affiliates or Representatives who need to know the Confidential Information for the purposes of exercising that party's rights or carrying out that party’s obligations under or in connection with the Contract, provided that: (i) an Affiliate or Representative receiving Xxxxxxx’x Confidential Information may not be a direct competitor of Sandvik without Xxxxxxx’x express prior written consent; and (ii) the party making the onward disclosure: (A) takes all steps necessary to ensure that its Affiliates or Representatives are aware of, and comply with, the confidentiality obligations contained in this Clause 15 as though they were a party to the Contract; and (B) shall be responsible for its Affiliates’ or Representatives' acts or omissions and compliance with the confidentiality obligations set out in this Clause 15; and (b) as may be required by Law, a court of competent jurisdiction, or any governmental or regulatory authority. 15.4. The obligations imposed by this Clause 15 shall not apply to any Confidential Information which is or becomes: (a) in the public domain other than as a result of the breach of an obligation under the Contract; (b) lawfully acquired from a third party who owes no obligation of confidence in respect of the information; (c) independently developed by the recipient without reference to the Confidential Information; (d) in the recipient’s lawful possession prior to receipt; or (...
Sample 1
Confidential Information 15. 4.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or, if applicable, of any member of the group of companies to which the other party belongs, except as permitted by clause 15.4.2. 15.4.2 Each party may disclose the other party's Confidential Information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 15.4; and
Sample 1
Confidential Information 15. 1 The Vendor shall:
Sample 1
Confidential Information 15. 1 The Seller and the Customer shall each preserve the secrecy of all confidential information received from the other and shall each ensure that such obligation is observed by each of its employees, officers, agents and contractors. 15.2 The obligations imposed by this Clause 15 shall survive the variation, renewal or termination of the Contract but shall not apply to information which is already in or subsequently comes into the public domain through no fault of the recipient, its employees, officers, agents or contractors. 16.
Sample 1
Confidential Information 15. 4.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or, if applicable, of any member of the group of companies to which the other party belongs, except as permitted by clause 15.4.2. 15.4.2 Each party may disclose the other party's Confidential Information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 15.4; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. If a party is subject to any such disclosure provision, the other will reasonably co-operate with any relevant notified obligation, subject to any contrary obligation of confidentiality upon that party.
Sample 1

Related to Confidential Information 15

  • Confidential Information Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materials.

  • Use of Confidential Information The parties agree that during the term of this Agreement and thereafter, Confidential Information is to be used solely in connection with satisfying their obligations pursuant to this Agreement, and that a party shall neither disclose Confidential Information to any third party, nor use Confidential Information for its own benefit, except as may be necessary to perform its obligations pursuant to this Agreement or as expressly authorized in writing by the other party, as the case may be. Neither party shall disclose any Confidential Information to any other persons or entities, except on a “need to know” basis and then only: (i) to their own employees and Agents (as defined below); (ii) to their own accountants and legal representatives, provided that any such representatives shall be subject to subsection (d) below; (iii) to their own affiliates, provided that such affiliates shall be restricted in use and redisclosure of the Confidential Information to the same extent as the parties hereto. “Agents”, for purposes of this Section, mean each of the parties’ advisors, directors, officers, employees, contractors, consultants affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), or other agents. If and to the extent any Agent of the recipient receive Confidential Information, such recipient party shall be responsible for such Agent’s full compliance with the terms and conditions of this Agreement and shall be liable for any such Agent’s non-compliance.

  • Return of Confidential Information Upon termination or expiration of this Agreement, the Receiving Party shall return all copies of the Disclosing Party’s confidential information (with the exception of 1 archival copy for the purpose of compliance with these obligations) or remove same from all media and destroy same.

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