Common use of Confidentiality and Intellectual Property Rights Clause in Contracts

Confidentiality and Intellectual Property Rights. 9.1. The provisions of this clause shall not apply to any information which becomes available to the public (other than as a result of either party or its representatives due to a breach of this clause 9) or which the parties agree, prior to the disclosure, is not Confidential Information and may be disclosed. 9.2. Subject to clauses 7.2 and 9.4, each party shall keep the Confidential Information of the other party confidential and shall not: 9.2.1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement; or, 9.2.2. disclose such Confidential Information in whole or in part to any third party except as expressly permitted by this clause 9 as far as applicable. 9.3. We may disclose Your Confidential Information to: 9.3.1. Brangaene Limited in connection with the matters set out in clause 6.4; and, 9.3.2. Our employees, officers, representatives or advisers who need to know such information for the purposes of exercising Our rights or carrying out Our obligations under or in connection with this agreement. We shall ensure that those employees, officers, representatives or advisers, which Your Confidential Information is disclosed to, comply with the provisions of this clause 9. 9.4. In addition to Your obligations in clause 9.2, You agree that You will not disclose any Confidential Information to any third party (and in particular, but without prejudice to the generality of this clause 9.4, will not disclose any Confidential Information to any other claims management company) without Our prior written consent. 9.5. Before considering a request for consent pursuant to clause 9.4 We can request from You reasonably sufficient information to enable Us to determine who the Confidential Information will be disclosed to, used by and why it is being disclosed. 9.6. A party may disclose Confidential Information of the other party to the extent that such Confidential Information is required to be disclosed by law, by any government or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of, and information relating to, that disclosure as reasonably possible. 9.7. All intellectual property rights relating to or in connection with a Claim or the Claims Management Services (including Our intellectual property rights in documents provided by Us for Your benefit) shall remain vested in Us at all times and shall not transfer to You. 9.8. The provisions of this clause 9 shall continue to apply after termination of this agreement.

Confidentiality and Intellectual Property Rights. 9.1. The provisions 7.1 A party (the “Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of this clause shall not apply to any information which becomes available a confidential nature and have been disclosed to the public (other than as a result of either party or its representatives due to a breach of this clause 9) or which the parties agree, prior to the disclosure, is not Confidential Information and may be disclosed. 9.2. Subject to clauses 7.2 and 9.4, each party shall keep the Confidential Information of Receiving Party by the other party (the “Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business, its products and services which the Receiving Party may obtain. The Receiving Party shall not: 9.2.1. use only disclose such Confidential Information except confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of exercising or performing its rights and discharging the Receiving Party's obligations under or in connection with this agreement; or, 9.2.2. disclose the Agreement, and shall ensure that such Confidential Information in whole or in part to any third party except as expressly permitted by this clause 9 as far as applicable. 9.3. We may disclose Your Confidential Information to: 9.3.1. Brangaene Limited in connection employees, agents and subcontractors comply with the matters obligations set out in clause 6.4; and, 9.3.2. Our employees, officers, representatives or advisers who need to know such information for the purposes of exercising Our rights or carrying out Our obligations under or in connection with this agreement. We shall ensure that those employees, officers, representatives or advisers, which Your Confidential Information is disclosed to, comply with the provisions of this clause 9. 9.4. In addition to Your obligations in clause 9.2, You agree that You will not disclose any Confidential Information to any third party (and in particular, but without prejudice to the generality of this clause 9.4, will not disclose any Confidential Information to any other claims management company) without Our prior written consent. 9.5. Before considering 7 as though they were a request for consent pursuant to clause 9.4 We can request from You reasonably sufficient information to enable Us to determine who the Confidential Information will be disclosed to, used by and why it is being disclosed. 9.6. A party may disclose Confidential Information of the other party to the extent that Agreement. The Receiving Party may also disclose such Confidential Information of the Disclosing Party's confidential information as is required to be disclosed by law, by any government governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided thatjurisdiction. 7.2 The restrictions contained in clause 7.1 shall not apply to any information, know how or material: (a) in the public domain without breach of this Agreement; (b) which, was already in the possession of the Receiving Party (other than from the Disclosing Party) prior to the extent commencement of this Agreement; (c) that the Receiving Party develops independently of any information and material that is disclosed to it is legally permitted to do so, it gives under the other party as much notice of, and information relating to, that disclosure as reasonably possible. 9.7. All intellectual property rights relating to or in connection with a Claim or the Claims Management Services (including Our intellectual property rights in documents provided by Us for Your benefit) shall remain vested in Us at all times and shall not transfer to You. 9.8. The provisions of this Agreement; (d) which is subsequently disclosed to the recipient by a third party not in breach of any obligation of confidence to the Disclosing Party or its affiliates; or (e) is approved in writing for release by the Disclosing Party. 7.3 All Intellectual Property Rights in the Goods are the exclusive property of the Supplier. The Customer has no right to reproduce, amend or otherwise use any Intellectual Property Rights in the Goods or otherwise belonging to the Supplier. 7.4 All Intellectual Property Rights in the Deliverables are the exclusive property of the Supplier. The Customer has no right to reproduce, amend or otherwise publish any of the Deliverables except as required to make use of the Goods and on condition that such Deliverables are not disseminated or distributed to persons outside of the Customer’s business. 7.5 All Intellectual Property Rights in any work arising from or created or produced or developed by the Supplier (whether alone or jointly with others) under or in the course of this Agreement, including those arising from the performance of the Support and Maintenance Services or any Other Services, shall immediately upon creation or performance vest absolutely in and shall be and remain the sole and exclusive property of the Supplier and the Customer shall acquire no right, title or interest in and to the same, except for the limited rights expressly granted in this Agreement. 7.6 Except for the licence rights under clause 9 3.4, neither party will own or acquire any right, title, or interest to the other party’s pre-existing Intellectual Property Rights under this Agreement. 7.7 This clause 7 shall continue to apply after survive termination of this agreementthe Agreement.

Confidentiality and Intellectual Property Rights. 9.1. The provisions 20.1 To the full extent reasonably possible, each Party agrees and undertakes to and in favour of the other: 20.1.1 not to disclose any of the terms and conditions contained in this clause shall not apply Agreement to any information which becomes available third party; and 20.1.2 not to the public (other than as a result of either party utilise or its representatives due to a breach of this clause 9) or which the parties agree, prior to the disclosure, is not Confidential Information and may be disclosed. 9.2. Subject to clauses 7.2 and 9.4, each party shall keep the Confidential Information of the other party confidential and shall not: 9.2.1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement; or, 9.2.2. disclose such Confidential Information in whole or in part to any third party except any trade secrets or confidential information of the other of them, which trade secrets or confidential information is not in the public domain, disclosed or made available to it under and by virtue of this Agreement and/or during the course of the implementation thereof, other than as expressly permitted by may be necessary for the fulfilment of its duties, functions and obligations under this clause 9 as far as applicableAgreement. 9.3. We may disclose Your Confidential Information to: 9.3.1. Brangaene Limited in connection 20.2 The Parties acknowledge their respective obligations to comply with the matters set out substantive provisions of the Protection of Personal Information Act, 4 of 2013 (“POPI”). 20.3 Where any Party receives any personal information as defined in clause 6.4; and, 9.3.2. Our employees, officers, representatives or advisers who need to know such information for the purposes of exercising Our rights or carrying out Our obligations under or in connection with this agreement. We POPI it shall ensure that those employees, officers, representatives or advisers, which Your Confidential Information is disclosed to, comply it fully complies with the provisions of the Act and only deal with the personal information to fulfil its obligations under this clause 9Agreement. The personal information received shall not be further processed or disclosed without the consent of the disclosing party. 9.4. In addition 20.4 Each Party therefore understands and agrees, notwithstanding any contrary provision in any other agreement between the Parties, that each Party retains its full rights to Your obligations pursue legal or equitable remedies in clause 9.2the event of any breach or threatened breach of the provisions dealing with XXXX, You agree that You will not disclose and may prevent the other Party, any Confidential Information to of its agents or subcontractors, or any third party (and in particularwho has received records from that Party from violating this Agreement by any legal means available. Each Party further understands that violation of the provisions dealing with POPI may subject that Party to applicable legal penalties, but without prejudice including those provided under POPI. 20.5 All Intellectual Property rights belonging to a Party prior to the generality commencement date of this clause 9.4, will not disclose Agreement shall remain vested in that Party. 20.6 None of the Intellectual Property Rights in the Company’s trademarks and brands shall be used by the Carrier for any Confidential Information to any other claims management company) purpose without Our the Company’s prior written consent. 9.5. Before considering a request for consent pursuant 20.7 Where there are modifications to clause 9.4 We can request pre-existing material which are inseparable from You reasonably sufficient information to enable Us to determine who the Confidential Information pre- existing material, then the Party which owns the pre-existing material will be disclosed to, used by and why it is being disclosedown the modifications. 9.6. A party may disclose Confidential Information of the other party to the extent that such Confidential Information is required to be disclosed by law, by any government or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of, and information relating to, that disclosure as reasonably possible. 9.7. All intellectual property rights relating to or in connection with a Claim or the Claims Management Services (including Our intellectual property rights in documents provided by Us for Your benefit) shall remain vested in Us at all times and shall not transfer to You. 9.8. The provisions of this clause 9 shall continue to apply after termination of this agreement.

Confidentiality and Intellectual Property Rights. 9.1. The provisions of this clause shall not apply to any information which becomes available to the public (other than as a result of either party or its representatives due to a breach of this clause 9) or which the parties agree, prior to the disclosure, is not Confidential Information and may be disclosed. 9.2. Subject to clauses 7.2 and 9.4, each party shall keep the Confidential Information of the other party confidential and shall not: 9.2.1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement; or, 9.2.2. disclose such Confidential Information in whole or in part to any third party except as expressly permitted by this clause 9 as far as applicable9. 9.3. We may disclose Your Confidential Information to: 9.3.1. Brangaene Limited in connection with the matters set out in clause 6.4; and, 9.3.2. Our employees, officers, representatives or advisers who need to know such information for the purposes of exercising Our rights or carrying out Our obligations under or in connection with this agreement. We shall ensure that those employees, officers, representatives or advisers, which Your Confidential Information is disclosed to, comply with the provisions of this clause 9. 9.4. In addition to Your obligations in clause 9.2, You agree that You will not disclose any Confidential Information to any third party (and in particular, but without prejudice to the generality of this clause 9.4, will not disclose any Confidential Information to any other claims management company) without Our prior written consent. 9.5. Before considering a request for consent pursuant to clause 9.4 We can request from You reasonably sufficient information to enable Us to determine who the Confidential Information will be disclosed to, used by and why it is being disclosed. 9.6. A party may disclose Confidential Information of the other party to the extent that such Confidential Information is required to be disclosed by law, by any government or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of, and information relating to, that disclosure as reasonably possible. 9.7. All intellectual property rights Our Intellectual Property Rights relating to or in connection with a Claim or the Claims Management Services (including Our intellectual property rights Intellectual Property Rights in documents provided by Us for Your benefit) shall remain vested in Us at all times and shall not transfer to You. 9.8. The provisions of this clause 9 shall continue to apply after termination of this agreement.