Confidential Information and Non-Solicitation. 9.1. Each Party (the “Receiving Party") shall treat and hold as confidential, all information which it may receive from the other Party (the “Disclosing Party") or which becomes known to it during the currency of this Agreement. 9.2. The confidential information of the Disclosing Party shall include, but is not limited to – 9.2.1. any information of a confidential and/or commercially sensitive nature, howsoever obtained or received and whether or not marked confidential; 9.2.2. all software and associated material and documentation, including the information contained therein; 9.2.3. all information relating to: 9.2.3.1. the Disclosing Party's past, present and future research and development; 9.2.3.2. the Disclosing Party's business activities, pricing, products, services, customers, as well as the Disclosing Party’s technical knowledge, policies, operations, modus operandi and trade secrets; and/or 9.2.3.3. the terms of this Agreement, whether in written, oral, magnetic, machine-readable or any other format. 9.3. The Receiving Party agrees that in order to protect the proprietary interests of the Disclosing Party in the Disclosing Party’s confidential information – 9.3.1. it shall only use the confidential information for the purposes of complying with its obligations under this Agreement; 9.3.2. it shall only make the confidential information available to those of the Receiving Party’s Personnel who are actively involved in the execution of the Receiving Party’s obligations under this Agreement and then only on a “need to know” basis; 9.3.3. it shall initiate internal security procedures reasonably acceptable to the Disclosing Party to prevent unauthorised disclosure of the Disclosing Party’s confidential information and obtain binding confidentiality undertakings from those Personnel who need to be given access to such confidential information; 9.3.4. subject to the right to make the confidential information available to its Personnel under the possession of the Receiving Party and/or its Personnel, shall be and shall at all times remain the sole and absolute property of the Disclosing Party and shall promptly be handed over to the Disclosing Party when no longer required for the purposes of this Agreement. 9.4. On termination or expiry of this Agreement, the Parties will deliver to each other or, at the other Party’s option, destroy, all originals and any copies in existence, of any and all of the confidential information in their possession, unless retention of such confidential information is required by Law, in which case the applicable provisions of this clause 9 shall continue to apply to such retained confidential information until such time as it may be destroyed or delivered to the other Party.
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
Confidential Information and Non-Solicitation. 9.1. Each Party (the “Receiving Party") shall treat and hold as confidential, all information which it may receive from the other Party (the “Disclosing Party") or which becomes known to it during the currency of this Agreement.
9.214.1. The confidential information Receiving Party will:
14.1.1. not use Confidential Information of the Disclosing Party shall include, but is not limited to –
9.2.1. for any information purpose other than the performance of a confidential and/or commercially sensitive nature, howsoever obtained or received and whether or not marked confidential;
9.2.2. all software and associated material and documentation, including the information contained therein;
9.2.3. all information relating to:
9.2.3.1. the Disclosing Party's past, present and future research and development;
9.2.3.2. the Disclosing Party's business activities, pricing, products, services, customers, as well as the Disclosing Party’s technical knowledge, policies, operations, modus operandi and trade secrets; and/or
9.2.3.3. the terms of this Agreement, whether in written, oral, magnetic, machine-readable or any other format.
9.3. The Receiving Party agrees that in order to protect the proprietary interests of the Disclosing Party in the Disclosing Party’s confidential information –
9.3.1. it shall only use the confidential information for the purposes of complying with its obligations under this Agreement;; and
9.3.214.1.2. it shall only make the confidential information available to those not disclose Confidential Information of the Receiving Party’s Personnel who are actively involved in the execution of the Receiving Party’s obligations under this Agreement and then only on a “need to know” basis;
9.3.3. it shall initiate internal security procedures reasonably acceptable to the Disclosing Party to prevent unauthorised disclosure of a person except with the Disclosing Party’s confidential information and obtain binding confidentiality undertakings from those Personnel who need to be given access to such confidential information;
9.3.4. subject to the right to make the confidential information available to its Personnel under the possession of the Receiving Party and/or its Personnel, shall be and shall at all times remain the sole and absolute property prior written consent of the Disclosing Party or in accordance with Clauses [14.3] and [14.5.3].
14.2. The Receiving Party shall promptly be handed over to establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing Party when no longer required from time to time) to safeguard the Confidential Information from unauthorised access or use.
14.3. The Receiving Party may disclose Confidential Information to any of its Affiliates, directors, other officers, employees, professional advisors and contractors (a "Recipient") solely to the extent that disclosure is strictly necessary for the purposes of this Agreement.
9.414.4. On The Receiving Party will ensure that each Recipient is made aware of and complies with the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement and shall indemnify the Disclosing Party for all loss and damage incurred as a result of the Recipient's breach of confidentiality.
14.5. Clauses [14.1 - 14.4] do not apply to Confidential Information:
14.5.1. which is at the date of this Agreement, or at any time after that date becomes general public knowledge other than by the Receiving Party's or a Recipient's breach of this Agreement;
14.5.2. which can be shown by the Receiving Party to the Disclosing Party's reasonable satisfaction to have been known by the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party to the Receiving Party; or
14.5.3. the disclosure of which is required by law or regulation, order of court or the rules of any stock exchange provided that the Disclosing Party has taken all reasonable steps to minimise such disclosure and (a) to the extent permissible and practical in the circumstances, gives the Disclosing Party written notice of any application for any such order or such order as soon as practicable; (b) provides the Disclosing Party with a reasonable opportunity to make representations to the relevant court, authority or exchange to oppose the disclosure; and (c) co- operates with the Disclosing Party in order to oppose such disclosure or (where disclosure cannot be prevented) in order to secure the maximum possible continuing protection for the Confidential Information so disclosed, provided that nothing in this Clause 14 shall require the Receiving Party to take, omit to take or refrain for taking any action as a result of which the Receiving Party would be in breach of any Applicable Law, regulation, order of court or the rules of any stock exchange.
14.6. Xxxxxx shall not make use of the Confidential Information for the purposes of dealing or encouraging another person to deal in the Securities and agrees that no behaviour amounting to market abuse under MAR should be based on any Confidential Information.
14.7. Obligations of confidentiality under this Clause [14] shall continue and survive for a period of [2] years, notwithstanding termination or of this Agreement.
14.8. The Customer shall not, and shall procure that no member of the Customer’s Group shall, during the term of this Agreement and for a period of 12 months after termination of expiry of this Agreement, the Parties will deliver to each other orwithout Xxxxxx’ prior written consent, at the other Party’s optiondirectly or indirectly:
14.8.1. initiate, destroy, all originals and accept or engage in any copies in existence, discussions or contacts of any kind with an employee or officer of Xxxxxx or its Group, except in relation to the Services or otherwise in the ordinary course of business between the parties; or
14.8.2. subject to clause 14.9, employ or otherwise engage any Restricted Employee or solicit, entice away and all encourage any Restricted Employee to leave the employment of Xxxxxx or any member of Xxxxxx’ Group, whether or not such termination would be a breach of his contract of employment.
14.9. The placing of any general advertisement which is not specifically directed at any Restricted Employee, or the recruitment of any person through an employment agency where such agency has not been specifically instructed to solicit any Restricted Employee, shall not constitute a breach of clause 14.8.
14.10. The Customer agrees that, having regard to the facts and matters set out above and having taken professional advice, the restrictions contained in clauses 14.8 and 14.9 are reasonable and necessary for the protection of the confidential information in their possession, unless retention legitimate business interests of such confidential information is required by Law, in which case the applicable provisions of this clause 9 shall continue to apply to such retained confidential information until such time as it may be destroyed or delivered to the other PartyXxxxxx.
Appears in 1 contract
Samples: Master Services Agreement
Confidential Information and Non-Solicitation. 9.1. Each Party (the “Receiving Party") shall treat and hold as confidential, all information which it may receive from the other Party (the “Disclosing Party") or which becomes known to it during the currency of this Agreement.
9.2. The confidential information of the Disclosing Party shall include, but is not limited to –
9.2.1. any information of a confidential and/or commercially sensitive nature, howsoever obtained or received and whether or not marked confidential;
9.2.2. all software and associated material and documentation, including the information contained therein;
9.2.3. all information relating to:
9.2.3.1. the Disclosing Party's past, present and future research and development;
9.2.3.2. the Disclosing Party's business activities, pricing, products, services, customers, as well as the Disclosing Party’s technical knowledge, policies, operations, modus operandi and trade secrets; and/or
9.2.3.3. the terms of this Agreement, whether in written, oral, magnetic, machine-readable or any other format.
9.3. The Receiving Party agrees that in order to protect the proprietary interests of the Disclosing Party in the Disclosing Party’s confidential information –,
9.3.1. it shall only use the confidential information for the purposes of complying with its obligations under this Agreement;
9.3.2. it shall only make the confidential information available to those of the Receiving Party’s Personnel who are actively involved in the execution of the Receiving Party’s obligations under this Agreement and then only on a “need to know” basis;
9.3.3. it shall initiate internal security procedures reasonably acceptable to the Disclosing Party to prevent unauthorised disclosure of the Disclosing Party’s confidential information and obtain binding confidentiality undertakings from those Personnel who need to be given access to such confidential information;
9.3.4. subject to the right to make the confidential information available to its Personnel under clause 9.3.2 above, it shall not at any time use any confidential information of the Disclosing Party for its own benefit, outside of the parameters of this Agreement, or directly or indirectly disclose any confidential information of the Disclosing Party to any third party;
9.3.5. all written instructions, drawings, notes, memoranda and records of whatever nature relating to the confidential information of the Disclosing Party which have or shall come into the possession of the Receiving Party and/or its Personnel, shall be and shall at all times remain the sole and absolute property of the Disclosing Party and shall promptly be handed over to the Disclosing Party when no longer required for the purposes of this Agreement.
9.4. On termination or expiry of this Agreement, the Parties will deliver to each other or, at the other Party’s option, destroy, all originals and any copies in existence, of any and all of the confidential information in their possession, unless retention of such confidential information is required by Law, in which case the applicable provisions of this clause 9 shall continue to apply to such retained confidential information until such time as it may be destroyed or delivered to the other Party.
Appears in 1 contract
Samples: Terms and Conditions
Confidential Information and Non-Solicitation. 9.1. Each Party (the “Receiving Party") shall treat and hold as confidential, all information which it may receive from the other Party (the “Disclosing Party") or which becomes known to it during the currency of this Agreement.
9.2. The confidential information of the Disclosing Party shall include, but is not limited to –
9.2.1. any information of a confidential and/or commercially sensitive nature, howsoever obtained or received and whether or not marked confidential;
9.2.2. all software and associated material and documentation, including the information contained therein;
9.2.3. all information relating to:
9.2.3.1. the Disclosing Party's past, present and future research and development;
9.2.3.2. the Disclosing Party's business activities, pricing, products, services, customers, as well as the Disclosing Party’s technical knowledge, policies, operations, modus operandi and trade secrets; and/or
9.2.3.3. the terms of this Agreement, whether in written, oral, magnetic, machine-readable or any other format.
9.3. The Receiving Party agrees that in order to protect the proprietary interests of the Disclosing Party in the Disclosing Party’s confidential information –– \ Page 11 of 20 | TechTribe Terms and Conditions
9.3.1. it shall only use the confidential information for the purposes of complying with its obligations under this Agreement;
9.3.2. it shall only make the confidential information available to those of the Receiving Party’s Personnel who are actively involved in the execution of the Receiving Party’s obligations under this Agreement and then only on a “need to know” basis;
9.3.3. it shall initiate internal security procedures reasonably acceptable to the Disclosing Party to prevent unauthorised disclosure of the Disclosing Party’s confidential information and obtain binding confidentiality undertakings from those Personnel who need to be given access to such confidential information;
9.3.4. subject to the right to make the confidential information available to its Personnel under clause 9.3.2 above, it shall not at any time use any confidential information of the Disclosing Party for its own benefit, outside of the parameters of this Agreement, or directly or indirectly disclose any confidential information of the Disclosing Party to any third party;
9.3.5. all written instructions, drawings, notes, memoranda and records of whatever nature relating to the confidential information of the Disclosing Party which have or shall come into the possession of the Receiving Party and/or its Personnel, shall be and shall at all times remain the sole and absolute property of the Disclosing Party and shall promptly be handed over to the Disclosing Party when no longer required for the purposes of this Agreement.
9.4. On termination or expiry of this Agreement, the Parties will deliver to each other or, at the other Party’s option, destroy, all originals and any copies in existence, of any and all of the confidential information in their possession, unless retention of such confidential information is required by Law, in which case the applicable provisions of this clause 9 shall continue to apply to such retained confidential information until such time as it may be destroyed or delivered to the other Party.
Appears in 1 contract
Samples: Terms and Conditions
