Common use of Confidentiality and Publicity Clause in Contracts

Confidentiality and Publicity. 7.1 Each party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this MSA and each Order Form (Permitted Purposes). 7.2 In relation to the Customer's Confidential Information: 7.2.1 the Supplier shall treat as confidential all Confidential Information of the Customer supplied under this MSA. The Supplier shall not divulge any such Confidential Information to any person except to its own employees, and then only to those employees who need to know it for the Permitted Purposes. The Supplier shall ensure that its employees are aware of, and comply with, this clause 7; and 7.2.2 the Supplier may provide any agent, representative or subcontractor with such of the Customer's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor has first entered into a written obligation of confidentiality owed to the Supplier in terms similar to clause 7.2.1 (which the Supplier shall ensure is adhered to). 7.3 In relation to the Supplier's Confidential Information: 7.3.1 the Customer shall treat as confidential all Confidential Information of the Supplier contained or embodied in the Services or otherwise made available or supplied to the Customer during the performance of this MSA; 7.3.2 the Customer shall not, without the prior written consent of the Supplier, divulge any part of the Supplier's Confidential Information to any person other than: (a) the Customer Representative; and (b) other employees of the Customer who need to know it for the Permitted Purposes; and 7.3.3 the Customer undertakes to ensure that the persons mentioned in clause 7.3.2 are made aware, before the disclosure of any part of the Supplier's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier in terms similar to clause 7.3.1 (which the Customer shall ensure is adhered to). 7.4 The restrictions imposed by clause 7.1, clause 7.2 and clause 7.3 shall not apply to the disclosure of any Confidential Information which: 7.4.1 is now in, or hereafter comes into, the public domain otherwise than as a result of a breach of this clause 7; 7.4.2 before any negotiations or discussions leading to this MSA was already known by the receiving party and was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation; or 7.4.3 is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall offer reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person. 7.6 Nothing in this MSA shall prevent either party from using any knowledge of which is contained in the unaided memory of such party’s personnel developed or disclosed under this Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 or breach any Intellectual Property Rights of the other party. An individual's memory is only "unaided" with respect to any information if the individual has not retained a copy of the information and has not intentionally memorised that information other than is required to perform the Services. 7.7 This clause 7 shall remain in full force and effect in the event of any termination of this MSA.

Appears in 3 contracts

Samples: Master Service Agreement, Master Service Agreement, Master Service Agreement

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Confidentiality and Publicity. 7.1 Each party 9.1 The Receiving Party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this MSA and each Order Form (Permitted Purposes). 7.2 In relation to the Customer's Confidential Information: 7.2.1 the Supplier shall treat as confidential all Confidential Information of the Customer supplied under this MSA. Disclosing Party: 9.1.1 to maintain it in confidence and to use it only for the purposes of The Supplier shall Agreement and for no other purpose; 9.1.2 not divulge to make any commercial use of Confidential Information or use it for the benefit of itself or any third party other than pursuant to The Agreement; 9.1.3 not to copy, reproduce or reduce to writing any part of any Confidential Information except as may be reasonably necessary for the purposes of The Agreement, provided that any such Confidential Information copies, reproductions or reductions to any person except writing shall be the property of the Disclosing Party; 9.1.4 not to disclose it to its own employees or to third parties except: 9.1.4.1 where disclosure is required to comply with a court order or a request or requirement of a competent statutory or regulatory authority or otherwise by Law, or pursuant to the terms of 9.1.4.2 in confidence to such of its employees, and then only to those employees agents, sub- contractors or directors who need to know it for the Permitted Purposes. purposes of The Supplier Agreement and provided that such employees, agents, sub-contractors and directors are obliged not to disclose the same and the Receiving Party shall ensure enforce such obligations at its expense and at the request of the Disclosing Party; or 9.1.4.3 in our case, to other members of Lloyds Banking Group. 9.1.5 to be responsible for the performance of clauses 9.1.1, 9.1.3 and 9.1.4 on the part of any employees, agents, sub-contractors or directors to whom the Confidential Information is disclosed pursuant to clause 9.1.4; 9.1.6 to notify the Disclosing Party immediately upon becoming aware that its employees are aware ofConfidential Information has been disclosed by any employee, and comply withagent, subcontractor or director in breach of the provisions of this clause 79, giving full details; and 7.2.2 the Supplier may provide any agent, representative or subcontractor with 9.1.7 to apply to such of the Customer's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor has first entered into a written obligation no lesser security measures and degree of confidentiality owed to the Supplier in terms similar to clause 7.2.1 (care than those which the Supplier shall ensure is adhered to)Receiving Party applies to its own confidential or proprietary information and which the Receiving Party warrants as providing adequate protection of such information from unauthorised disclosure, copying or use. 7.3 In relation 9.2 Neither party shall issue press statements relating to the Supplier's Confidential Information: 7.3.1 the Customer shall treat as confidential all Confidential Information of the Supplier contained or embodied in the any matter governed by these Product & Services or otherwise made available or supplied to the Customer during the performance of this MSA; 7.3.2 the Customer shall not, Terms & Conditions without the prior written consent of the Supplier, divulge any part of the Supplier's Confidential Information to any person other than: (a) the Customer Representative; and (b) other employees of the Customer who need to know it for the Permitted Purposes; and 7.3.3 the Customer undertakes to ensure that the persons mentioned in clause 7.3.2 are made aware, before the disclosure of any part of the Supplier's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier in terms similar to clause 7.3.1 (which the Customer shall ensure is adhered to). 7.4 The restrictions imposed by clause 7.1, clause 7.2 and clause 7.3 shall not apply to the disclosure of any Confidential Information which: 7.4.1 is now in, or hereafter comes into, the public domain otherwise than as a result of a breach of this clause 7; 7.4.2 before any negotiations or discussions leading to this MSA was already known by the receiving party and was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation; or 7.4.3 is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall offer reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person. 7.6 Nothing in this MSA shall prevent either party from using any knowledge of which is contained in the unaided memory of such party’s personnel developed or disclosed under this Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 or breach any Intellectual Property Rights of the other party. An individual's memory is only "unaided" with respect to any information if the individual has not retained a copy of the information and has not intentionally memorised that information other than is required to perform the Services. 7.7 This clause 7 shall remain in full force and effect in the event of any termination of this MSA.

Appears in 2 contracts

Samples: Core Banking Agreement, Core Banking Agreement

Confidentiality and Publicity. 7.1 ‌‌‌ 9.1 Each party undertakes not to use the other party’s 's Confidential Information otherwise than in the exercise and performance of its rights and obligations under this MSA and each Order Form Agreement (Permitted Purposes). 7.2 9.2 In relation to the CustomerClient's Confidential Information:Information:‌ 7.2.1 the Supplier (a) Spanish Point shall treat as confidential all Confidential Information of the Customer Client supplied under this MSAAgreement. The Supplier Spanish Point shall not divulge any such Confidential Information to any person except to its own employees, and then only to those employees who need to know it for the Permitted Purposes. The Supplier Spanish Point shall ensure that its employees are aware of, and comply with, this clause 79; andand‌ 7.2.2 the Supplier (b) Spanish Point may provide any agent, representative or subcontractor with such of the CustomerClient's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor sub-contractor has first entered into a written obligation of confidentiality owed to the Supplier Spanish Point in terms similar to clause 7.2.1 9.2(a) (which the Supplier Spanish Point shall ensure is adhered to). 7.3 9.3 In relation to the SupplierSpanish Point's Confidential Information:Information:‌ 7.3.1 (a) the Customer Client shall treat as confidential all Confidential Information of the Supplier Spanish Point contained or embodied in the Services Services, or otherwise made available or supplied to the Customer Client during the performance of this MSA;Agreement;‌ 7.3.2 (b) the Customer Client shall not, without the prior written consent of the SupplierSpanish Point, divulge any part of the SupplierSpanish Point's Confidential Information to any person other than:than:‌ (ai) the Customer Client's Representative; and (bii) other employees of the Customer Client or, if permitted to use the Services in the Order Form, any of its Affiliates who need to know it for the Permitted Purposes; and 7.3.3 (c) the Customer Client undertakes to ensure that the persons mentioned in clause 7.3.2 9.3(b) are made aware, before the disclosure of any part of the SupplierSpanish Point's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier Client in terms similar to clause 7.3.1 9.3(a) (which the Customer Client shall ensure is adhered to). 7.4 9.4 The restrictions imposed by clause 7.19.1, clause 7.2 9.2 and clause 7.3 9.3 shall not apply to the disclosure of any Confidential Information which: 7.4.1 (a) is now in, or hereafter comes into, the public domain otherwise than as a result of a breach of this clause 79; 7.4.2 (b) before any negotiations or discussions leading to this MSA Agreement was already known by the receiving party (or, in the case of the Client, any of its Affiliates) and was obtained or acquired in circumstances under which the receiving party was (or, in the case of the Client, the Client and its Affiliates were) not bound by any form of confidentiality obligation; or 7.4.3 (c) is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 9.5 Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall offer reasonable assistance to the other party, at that other party’s 's reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person. 7.6 Nothing in this MSA shall prevent either party from using any knowledge of which is contained in the unaided memory of such party’s personnel developed or disclosed under this Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 or breach any Intellectual Property Rights of the other party. An individual's memory is only "unaided" with respect to any information if the individual has not retained a copy of the information and has not intentionally memorised that information other than is required to perform the Services. 7.7 9.6 This clause 7 9 shall remain in full force and effect in the event of any termination of the Licence or this MSAAgreement.

Appears in 1 contract

Samples: CSP Reseller Agreement

Confidentiality and Publicity. 7.1 18.1 Each party undertakes not to use the other party’s 's Confidential Information otherwise than in the exercise and performance of its rights and obligations under this MSA and each Order Form Agreement (Permitted Purposes). 7.2 18.2 In relation to the Customer's Confidential Information: 7.2.1 (a) the Supplier shall treat as confidential all Confidential Information of the Customer supplied under this MSAagreement. The Supplier shall not divulge any such Confidential Information to any person except to its own employees, and then only to those employees who need to know it for the Permitted Purposes. The Supplier shall ensure that its employees are aware of, and comply with, this clause 718; and 7.2.2 (b) the Supplier may provide any agent, representative or subcontractor authorised under clause 26 with such of the Customer's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor sub•contractor has first entered into a written obligation of confidentiality owed to the Supplier in terms similar to clause 7.2.1 18.2(a) (which the Supplier shall ensure is adhered to). 7.3 18.3 In relation to the Supplier's Confidential Information: 7.3.1 (a) the Customer shall treat as confidential all Confidential Information of the Supplier contained or embodied in the Services System or Documentation, or otherwise made available or supplied to the Customer during the performance of this MSAagreement; 7.3.2 (b) the Customer shall not, without the prior written consent of the Supplier, divulge any part of the Supplier's Confidential Information to any person other than: (ai) the Customer Customer's Representative; and (bii) other employees of the Customer who need to know it for the Permitted Purposes; and 7.3.3 (c) the Customer undertakes to ensure that the persons mentioned in clause 7.3.2 18.3(b) are made aware, before the disclosure of any part of the Supplier's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier Customer in terms similar to clause 7.3.1 18.3(a) (which the Customer shall ensure is adhered to). 7.4 18.4 The restrictions imposed by clause 7.118.1, clause 7.2 18.2 and clause 7.3 18.3 shall not apply to the disclosure of any Confidential Information which: 7.4.1 (a) is now in, or hereafter comes into, the public domain otherwise than as a result of a breach of this clause 718; 7.4.2 (b) before any negotiations or discussions leading to this MSA agreement was already known by the receiving party (or, in the case of the Customer, any of its Affiliates) and was obtained or acquired in circumstances under which the receiving party was (or, in the case of the Customer, the Customer and its Affiliates were) not bound by any form of confidentiality obligation; or 7.4.3 (c) is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 18.5 Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall offer reasonable assistance to the other party, at that other party’s 's reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person. 7.6 Nothing in 18.6 No party shall make, or permit any person to make, any public announcement concerning this MSA shall prevent either party from using any knowledge of which is contained in agreement without the unaided memory of such party’s personnel developed or disclosed under this Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 or breach any Intellectual Property Rights prior written consent of the other party. An individual's memory is only "unaided" with respect parties (such consent not to be unreasonably withheld or delayed), except as required by law, any information if the individual has not retained a copy governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of the information and has not intentionally memorised that information other than is required to perform the Servicescompetent jurisdiction. 7.7 18.7 This clause 7 18 shall remain in full force and effect in the event of any termination of the Licence or this MSAagreement.

Appears in 1 contract

Samples: Telecommunications

Confidentiality and Publicity. 7.1 14.1 Each party Party undertakes not to use the other party’s Party's Confidential Information otherwise than in the exercise and performance of its rights and obligations under this MSA and each Order Form Contract (Permitted Purposes). 7.2 14.2 In relation to the Customer's Confidential Information: 7.2.1 the Supplier 14.2.1 Pinnacle shall treat as confidential all Confidential Information of the Customer supplied under this MSAContract. The Supplier Pinnacle shall not divulge any such Confidential Information to any person except to its own employees, and then only to those employees who need to know it for the Permitted Purposes. The Supplier Pinnacle shall ensure that its employees are aware of, and comply with, this clause 714; and 7.2.2 the Supplier 14.2.2 Pinnacle may provide any agent, representative or subcontractor authorised under clause 18 with such of the Customer's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor sub•contractor has first entered into a written obligation of confidentiality owed to the Supplier Pinnacle in terms similar to clause 7.2.1 14.2.1 (which the Supplier Pinnacle shall use reasonable endeavours to ensure is adhered to). 7.3 14.3 In relation to the SupplierXxxxxxxx's Confidential Information: 7.3.1 14.3.1 the Customer shall treat as confidential all Confidential Information of the Supplier Pinnacle contained or embodied in the Services Software orDocumentation, or otherwise made available or supplied to the Customer during the performance of this MSAContract; 7.3.2 14.3.2 the Customer shall not, without the prior written consent of the SupplierXxxxxxxx, divulge any part of the SupplierXxxxxxxx's Confidential Information to any person anyperson other than: (a) 14.3.2.1 the Customer Representative; and (b) 14.3.2.2 other employees of the Customer who need to know it for the Permitted Purposes; and 7.3.3 14.3.3 the Customer undertakes to ensure that the persons mentioned in clause 7.3.2 14.3.2 are made aware, before the disclosure of any part of the SupplierPinnacle's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier Customer in terms similar to clause 7.3.1 14.3.1 (which the Customer shall ensure is adhered to). 7.4 14.4 The restrictions imposed by clause 7.114.1, clause 7.2 14.2 and clause 7.3 14.3 shall not apply to the disclosure of any Confidential Information which:Confidential 7.4.1 14.4.1 is now in, or hereafter comes into, the public domain otherwise than as a result of a breach of this clause 714; 7.4.2 14.4.2 before any negotiations or discussions leading to the formation of this MSA Contract was already known by the receiving party (or, inthe case of the Customer, any of its Affiliates) and was obtained or acquired in circumstances under which the receiving party was (or, in the case of the Customer, the Customer and its Affiliates were) not bound by any form of confidentiality obligation; or 7.4.3 14.4.3 is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultationafterconsultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 14.5 Each party Party shall notify the other party Party if any of its staff connected with the provision or receipt of the Services becomes aware of any ofany unauthorised disclosure of any Confidential Information and shall offer reasonable assistance to the other partyParty, at that other party’s Party's reasonable cost, in connection with any enforcement proceedings which that other party Party may elect to bring against any 14.6 No Party shall make, or permit any person. 7.6 Nothing in person to make, any public announcement concerning this MSA shall prevent either party from using any knowledge of which is contained in Contract without the unaided memory of such party’s personnel developed or disclosed under this Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 or breach any Intellectual Property Rights prior written consent of the other party. An individual's memory is only "unaided" with respect Party (such consent not to be unreasonably withheld or delayed), except as required by law, any information if the individual has not retained a copy of the information and has not intentionally memorised that information governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other than is required to perform the Services.authority 7.7 14.7 This clause 7 14 shall remain in full force and effect in the event of any termination of this MSAContract.

Appears in 1 contract

Samples: Terms and Conditions

Confidentiality and Publicity. 7.1 ‌ 7.1. Each party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this MSA and each Order Form the Agreement (Permitted Purposes).Purposes).‌ 7.2 7.2. In relation to the CustomerClient's Confidential Information: 7.2.1 the Supplier : (a) Mythbound shall treat as confidential all Confidential Information of the Customer Client supplied under this MSAthe Agreement. The Supplier Mythbound shall not divulge any such Confidential Information to any person person, except to its own employees, employees and then only to those employees who need to know it for the Permitted Purposes. The Supplier Mythbound shall ensure that its employees are aware of, and comply with, this clause 7; and 7.2.2 the Supplier and (b) Mythbound may provide any agent, representative or subcontractor authorised under clause 12 with such of the CustomerClient's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor has first entered into a written obligation of confidentiality owed to the Supplier in terms similar to clause 7.2.1 (which the Supplier shall ensure is adhered to).Purposes.‌ 7.3 7.3. In relation to the SupplierMythbound's Confidential Information: 7.3.1 Information the Customer Client: (a) shall treat as confidential all Confidential Information of the Supplier contained or embodied in the Services or otherwise made available or supplied to the Customer during the performance of this MSA; 7.3.2 the Customer Mythbound; (b) shall not, without the prior written consent of the SupplierMythbound, divulge any part of the SupplierMythbound's Confidential Information to any person other than:than:‌‌ (ai) the Customer Client's Representative; and and (bii) other employees of the Customer Client or any of its Affiliates who need to know it for the Permitted Purposes; and 7.3.3 the Customer and (c) undertakes to ensure that the persons mentioned in clause 7.3.2 7.3 are made aware, before the disclosure of any part of the SupplierMythbound's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier Client in terms similar to clause 7.3.1 7.3 (which the Customer Client shall ensure is adhered to). 7.4 7.4. The confidentiality restrictions imposed by this clause 7.1, clause 7.2 and clause 7.3 7 shall not apply to the disclosure of any Confidential Information which: 7.4.1 : (a) is now in, in or hereafter comes into, into the public domain otherwise than as a result of a breach of this clause 7; 7.4.2 ; (b) before any negotiations or discussions leading to this MSA the Agreement was already known by the receiving party (or, in the case of the Client, any of its Affiliates) and was obtained or acquired in circumstances under which the receiving party was (or, in the case of the Client, the Client and its Affiliates were) not bound by any form of confidentiality obligation; or 7.4.3 or (c) is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 Each party shall notify 7.5. The provisions of clause 7.2 notwithstanding, Mythbound reserves the other party if any right to publicise the fact of its staff connected with this Agreement, the provision or receipt identity of the Services becomes aware Client, and details concerning the nature of the Works provided for, inter alia, marketing and promotional purposes. 7.6. The Client also agrees to allow Mythbound to place a small credit on the Final Works or printed materials, and/or a link to Mythbound’s own website on any unauthorised disclosure project if desired. This will usually be in the form of a small logo or line of text placed towards the bottom of the page. 7.7. For clarity, the Final Works (and any previous Works) shall constitute the Confidential Information and of Mythbound, provided that the Client shall offer reasonable assistance be entitled to the other party, at that other party’s reasonable cost, Licensed Rights in and to the Final Works and to share the Final Works with friends on a non-commercial basis in connection with any enforcement proceedings which that other party may elect to bring against any person. 7.6 Nothing in this MSA shall prevent either party from using any knowledge of which is contained in the unaided memory of such party’s personnel developed or disclosed under this Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 or breach any Intellectual Property Rights permitted use and enjoyment of the other party. An individual's memory is only "unaided" with respect to any information if the individual has not retained a copy of the information and has not intentionally memorised that information other than is required to perform the ServicesLicensed Rights. 7.7 This clause 7 shall remain in full force and effect in the event of any termination of this MSA.

Appears in 1 contract

Samples: General Terms and Conditions

Confidentiality and Publicity. 7.1 ‌ 20.1 Each party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this MSA and each Order Form Agreement (Permitted Purposes). 7.2 20.2 In relation to the CustomerClient's Confidential Information: 7.2.1 the Supplier 20.2.1 ABP Consultancy shall treat as confidential all Confidential Information of the Customer Client supplied under this MSAAgreement. The Supplier ABP Consultancy shall not divulge any such Confidential Information to any person person, except to its own employees, employees and then only to those employees who need to know it for the Permitted Purposes. The Supplier ABP Consultancy shall ensure that its employees are aware of, and comply with, this clause 720; andand ABP Consultancy: Master Services Agreement. 7.2.2 the Supplier 20.2.2 ABP Consultancy may provide any agent, representative or subcontractor authorised under clause 27 with such of the CustomerClient's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor sub-contractor has first entered into a written obligation of confidentiality owed to the Supplier ABP Consultancy in terms similar to clause 7.2.1 20.2.1 (which the Supplier ABP Consultancy shall ensure is adhered to). 7.3 20.3 In relation to the SupplierABP Consultancy's Confidential Information: 7.3.1 20.3.1 the Customer Client shall treat as confidential all Confidential Information of the Supplier ABP Consultancy contained or embodied in the Services Software or Documentation, or otherwise made available or supplied to the Customer Client during the performance of this MSAAgreement; 7.3.2 20.3.2 the Customer Client shall not, without the prior written consent of the SupplierABP Consultancy, divulge any part of the SupplierABP Consultancy's Confidential Information to any person other than: (a) the Customer Client's Representative; and (b) other employees of the Customer Client [or any of its Affiliates] who need to know it for the Permitted Purposes; and 7.3.3 20.3.3 the Customer Client undertakes to ensure that the persons mentioned in clause 7.3.2 are made aware, before the disclosure of any part of the Supplier's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier in terms similar to clause 7.3.1 (which the Customer shall ensure is adhered to). 7.4 The restrictions imposed by clause 7.1, clause 7.2 and clause 7.3 shall not apply to the disclosure of any Confidential Information which: 7.4.1 is now in, or hereafter comes into, the public domain otherwise than as a result of a breach of this clause 7; 7.4.2 before any negotiations or discussions leading to this MSA was already known by the receiving party and was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation; or 7.4.3 is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall offer reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person. 7.6 Nothing in this MSA shall prevent either party from using any knowledge of which is contained in the unaided memory of such party’s personnel developed or disclosed under this Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 or breach any Intellectual Property Rights of the other party. An individual's memory is only "unaided" with respect to any information if the individual has not retained a copy of the information and has not intentionally memorised that information other than is required to perform the Services. 7.7 This clause 7 shall remain in full force and effect in the event of any termination of this MSA.clause

Appears in 1 contract

Samples: Master Services Agreement

Confidentiality and Publicity. 7.1 16.1 Each party Party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this MSA and each Order Form Agreement (Permitted Purposes). 7.2 16.2 In relation to the Customer's Confidential Information: 7.2.1 the Supplier (a) Atlas shall treat as confidential all Confidential Information of the Customer supplied under this MSAAgreement. The Supplier Atlas shall not divulge any such Confidential Information to any person person, except to its own employees, employees and then only to those employees who need to know it for the Permitted Purposes. The Supplier Atlas shall ensure that its employees are aware of, and comply with, this clause 716; and 7.2.2 the Supplier (b) Atlas may provide any agent, representative or subcontractor with such of the Customer's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor sub- contractor has first entered into a written obligation of confidentiality owed to the Supplier Atlas in terms similar to this clause 7.2.1 (which the Supplier shall ensure is adhered to)16. 7.3 16.3 In relation to the SupplierXxxxx's Confidential Information: 7.3.1 (a) the Customer shall treat as confidential all Confidential Information of the Supplier Atlas contained or embodied in the Services Customised Products, the Atlas Content or the Documentation, or otherwise made available or supplied to the Customer during the performance of this MSAAgreement; 7.3.2 (b) the Customer shall not, without the prior written consent of the SupplierAtlas, divulge any part of the SupplierAtlas's Confidential Information to any person other than: (ai) the Customer Customer's Representative; and (bii) other employees of the Customer who need to know it for the Permitted Purposes; and 7.3.3 (c) the Customer undertakes to ensure that the persons mentioned in this clause 7.3.2 16.3 are made aware, before the disclosure of any part of the SupplierAtlas's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier Customer in terms similar to this clause 7.3.1 16 (which the Customer shall ensure is adhered to).. LEG-LD-001 Software Agreement - Complete LT GB IM 20/03/18 8 7.4 16.4 The restrictions imposed by within this clause 7.1, clause 7.2 and clause 7.3 16 shall not apply to the disclosure of any Confidential Information which: 7.4.1 (a) is now in, in or hereafter comes into, into the public domain otherwise than as a result of a breach of this clause 716; 7.4.2 (b) before any negotiations or discussions leading to this MSA Agreement was already known by the receiving party (or, in the case of the Customer, any of its Affiliates) (c) and was obtained or acquired in circumstances under which the receiving party was (or, in the case of the Customer, the Customer and its Affiliates were) not bound by any form of confidentiality obligation; or 7.4.3 (d) is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 16.5 Each party Party shall notify the other party Party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall offer afford reasonable assistance to the other partyParty, at that other party’s Party's reasonable cost, in connection with any enforcement proceedings which that other party Party may elect to bring against any person. 7.6 Nothing in this MSA shall prevent either party from using any knowledge of which is contained in the unaided memory of such party’s personnel developed or disclosed under this Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 or breach any Intellectual Property Rights of the other party. An individual's memory is only "unaided" with respect to any information if the individual has not retained a copy of the information and has not intentionally memorised that information other than is required to perform the Services. 7.7 16.6 This clause 7 16 shall remain in full force and effect in the event of any effect, despite termination of this MSAAgreement.

Appears in 1 contract

Samples: Custom Software Development Agreement

Confidentiality and Publicity. 7.1 19.1 Each party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this MSA and each Order Form Agreement (Permitted Purposes). 7.2 19.2 In relation to the Customer's Confidential Information: 7.2.1 the Supplier 19.2.1 Tmware shall treat as confidential all Confidential Information of the Customer supplied under this MSAagreement. The Supplier Tmware shall not divulge any such Confidential Information to any person person, except to its own employees, employees and then only to those employees who need to know it for the Permitted Purposes. The Supplier Tmware shall ensure that its employees are aware of, and comply with, this clause 719; and 7.2.2 the Supplier 19.2.2 Tmware may provide any agent, representative or subcontractor authorised under clause 5 with such of the Customer's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor sub- contractor has first entered into a written obligation of confidentiality owed to the Supplier Tmware in terms similar to clause 7.2.1 19.2.1 (which the Supplier Tmware shall ensure is adhered to). 7.3 19.3 In relation to the Supplier's Tmware’s Confidential Information: 7.3.1 19.3.1 the Customer shall treat as confidential all Confidential Information of the Supplier Tmware contained or embodied in the Services System or Documentation, or otherwise made available or supplied to the Customer during the performance of this MSAagreement; 7.3.2 19.3.2 the Customer shall not, without the prior written consent of the SupplierTmware, divulge any part of the Supplier's Tmware’s Confidential Information to any person other than: (a) the Customer Customer's Representative; and (b) other employees of the Customer or any of its Affiliates who need to know it for the Permitted Purposes; and 7.3.3 19.3.3 the Customer undertakes to ensure that the persons mentioned in clause 7.3.2 19.3.2 are made aware, before the disclosure of any part of the Supplier's Tmware’s Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier Customer in terms similar to clause 7.3.1 19.3.1 (which the Customer shall ensure is adhered to). 7.4 19.4 The restrictions imposed by clause 7.119.1, clause 7.2 19.2 and clause 7.3 19.3 shall not apply to the disclosure of any Confidential Information which: 7.4.1 19.4.1 is now in, in or hereafter comes into, into the public domain otherwise than as a result of a breach of this clause 720; 7.4.2 19.4.2 before any negotiations or discussions leading to this MSA agreement was already known by the receiving party (or, in the case of the Customer, any of its Affiliates) and was obtained or acquired in circumstances under which the receiving party was (or, in the case of the Customer, the Customer and its Affiliates were) not bound by any form of confidentiality obligation; or 7.4.3 19.4.3 is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 19.5 Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall offer afford reasonable assistance to the other party, at that other party’s 's reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person. 7.6 Nothing in 19.6 No party shall make, or permit any person to make, any public announcement concerning this MSA shall prevent either party from using any knowledge of which is contained in agreement without the unaided memory of such party’s personnel developed or disclosed under this Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 or breach any Intellectual Property Rights prior written consent of the other party. An individual's memory is only "unaided" with respect parties (such consent not to be unreasonably withheld or delayed), except as required by law, any information if the individual has not retained a copy governmental or regulatory authority (including any relevant securities exchange), any court or other authority of the information and has not intentionally memorised that information other than is required to perform the Servicescompetent jurisdiction. 7.7 19.7 This clause 7 19 shall remain in full force and effect in the event of effect, despite any termination of the Licence or this MSAagreement.

Appears in 1 contract

Samples: Terms and Conditions

Confidentiality and Publicity. 7.1 21.1 Each party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this MSA and each Order Form Agreement (Permitted Purposes). 7.2 21.2 In relation to the Customer's Confidential Information: 7.2.1 (a) the Supplier shall treat as confidential all Confidential Information of the Customer supplied under this MSAagreement. The Supplier shall not divulge any such Confidential Information to any person person, except to its own employees, employees and then only to those employees who need to know it for the Permitted Purposes. The Supplier shall ensure that its employees are aware of, and comply with, this clause 721; and 7.2.2 (b) the Supplier may provide any agent, representative or subcontractor authorised under clause 27 with such of the Customer's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor sub-contractor has first entered into a written obligation of confidentiality owed to the Supplier in terms similar to clause 7.2.1 21.2(a) (which the Supplier shall ensure is adhered to). 7.3 21.3 In relation to the Supplier's Confidential Information: 7.3.1 (a) the Customer shall treat as confidential all Confidential Information of the Supplier contained or embodied in the Services Supplier Software or Documentation, or otherwise made available or supplied to the Customer during the performance of this MSAagreement; 7.3.2 (b) the Customer shall not, without the prior written consent of the Supplier, divulge any part of the Supplier's Confidential Information to any person other than: (ai) the Customer Customer's Representative; and (bii) other employees of the Customer or any of its Affiliates who need to know it for the Permitted Purposes; and 7.3.3 (c) the Customer undertakes to ensure that the persons mentioned in clause 7.3.2 21.3(b) are made aware, before the disclosure of any part of the Supplier's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier Customer in terms similar to clause 7.3.1 21.3(a) (which the Customer shall ensure is adhered to). 7.4 21.4 The restrictions imposed by clause 7.121.1, clause 7.2 21.2 and clause 7.3 21.3 shall not apply to the disclosure of any Confidential Information which: 7.4.1 (a) is now in, in or hereafter comes into, into the public domain otherwise than as a result of a breach of this clause 721; 7.4.2 (b) before any negotiations or discussions leading to this MSA agreement was already known by the receiving party (or, in the case of the Customer, any of its Affiliates) and was obtained or acquired in circumstances under which the receiving party was (or, in the case of the Customer, the Customer and its Affiliates were) not bound by any form of confidentiality obligation; or 7.4.3 (c) is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 21.5 Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall offer afford reasonable assistance to the other party, at that other party’s 's reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person. 7.6 21.6 Nothing in this MSA agreement shall prevent either party from using any Tools, knowledge of which is contained in the unaided memory of such party’s 's personnel or those of its Affiliates developed or disclosed under this Agreementagreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 21 or breach any Intellectual Property Rights of the other partyparty or any of its Affiliates. An individual's memory is only "unaided" with respect to any information if the individual has not retained a copy of the information and has not intentionally memorised that information other than is required to perform the Services. 7.7 21.7 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction. 21.8 This clause 7 21 shall remain in full force and effect in the event of effect, despite any termination of the Licence or this MSAagreement.

Appears in 1 contract

Samples: Software Development Agreement

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Confidentiality and Publicity. 7.1 11.1 Each party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this MSA and each Order Form (Permitted Purposes)agreement. 7.2 In relation to the Customer's Confidential Information: 7.2.1 the 11.2 The Supplier shall treat as confidential all Confidential Information of the Customer supplied under this MSAagreement. The Supplier shall not divulge any such Confidential Information to any person person, except to its own employees, employees and then only subcontractors (provided that such sub-contractor has first entered into a written obligation of confidentiality owed to those employees the Supplier in terms similar to this clause 11) who need to know it for the Permitted Purposespurposes of this agreement. The Supplier shall ensure that its employees are aware of, and comply with, this clause 7; and 7.2.2 the Supplier may provide any agent, representative or subcontractor with such of the Customer's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor has first entered into a written obligation of confidentiality owed to the Supplier in terms similar to clause 7.2.1 (which the Supplier shall ensure is adhered to)11. 7.3 In relation to the Supplier's Confidential Information: 7.3.1 the 11.3 The Customer shall treat as confidential all Confidential Information of the Supplier contained or embodied in the Services Supplier Software or Documentation, or otherwise made available or supplied to the Customer during the performance of this MSA; 7.3.2 the agreement. The Customer shall not, without the prior written consent of the Supplier, divulge any part of the Supplier's Confidential Information to any person other than: (a) than the Customer Representative; and (b) Customer's Representative and other employees of the Customer who need to know it for the Permitted Purposes; and 7.3.3 the Customer undertakes to ensure that the persons mentioned in clause 7.3.2 are made aware, before the disclosure purposes of any part of the Supplier's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier in terms similar to clause 7.3.1 (which the this agreement. The Customer shall ensure is adhered to)that its employees are aware of, and comply with, this clause 11. 7.4 11.4 The restrictions imposed by clause 7.111.1, clause 7.2 11.2 and clause 7.3 11.3 shall not apply to the disclosure of any Confidential Information which: 7.4.1 11.4.1 is now in, in or hereafter comes into, into the public domain otherwise than as a result of a breach of this clause 711; 7.4.2 11.4.2 before any negotiations or discussions leading to this MSA agreement was already known by the receiving party and was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation; or 7.4.3 11.4.3 is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 11.5 Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall offer reasonable assistance to Information. 11.6 Each party agrees that the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any personuse its name and logo in promotional and marketing materials, provided always that the use of such name and logo is in accordance with the owner’s reasonable requests in that regard. 7.6 Nothing in this MSA shall prevent either party from using any knowledge of which is contained in the unaided memory of such party’s personnel developed or disclosed under this Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 or breach any Intellectual Property Rights of the other party. An individual's memory is only "unaided" with respect to any information if the individual has not retained a copy of the information and has not intentionally memorised that information other than is required to perform the Services. 7.7 11.7 This clause 7 11 shall remain in full force and effect in the event of effect, despite any termination of this MSAagreement.

Appears in 1 contract

Samples: Software Development and License Agreement

Confidentiality and Publicity. 7.1 Each party undertakes not to use the other party’s 's Confidential Information otherwise than in the exercise and performance of its rights and obligations under this MSA and each Order Form Agreement (Permitted Purposes). 7.2 In relation to the Customer's Confidential Information: 7.2.1 (a) the Supplier shall treat as confidential all Confidential Information of the Customer supplied under this MSAAgreement. The Supplier shall not divulge any such Confidential Information to any person except to its own employees, and then only to those employees who need to know it for the Permitted Purposes. The Supplier shall ensure that its employees are aware of, and comply with, this clause 7; and 7.2.2 (b) the Supplier may provide any agent, representative agent or subcontractor with such of the Customer's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor has first entered into a written obligation of confidentiality owed to the Supplier in terms similar to clause 7.2.1 7.2(a) (which the Supplier shall ensure is adhered to). 7.3 In relation to the Supplier's Confidential Information: 7.3.1 (a) the Customer shall treat as confidential all Confidential Information of the Supplier contained or embodied in the Services Services, , or otherwise made available or supplied to the Customer during the performance of this MSAAgreement; 7.3.2 (b) the Customer shall not, without the prior written consent of the Supplier, divulge any part of the Supplier's Confidential Information to any person other than: (ai) the Customer Customer's Representative; and (bii) other employees of the Customer who need to know it for the Permitted Purposes; and 7.3.3 (c) the Customer undertakes to ensure that the persons mentioned in clause 7.3.2 7.3(b) are made aware, before the disclosure of any part of the Supplier's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier in terms similar to clause 7.3.1 7.3(a) (which the Customer shall ensure is adhered to). 7.4 The restrictions imposed by clause 7.1, clause 7.2 and clause 7.3 shall not apply to the disclosure of any Confidential Information which: 7.4.1 (a) is now in, or hereafter comes into, the public domain otherwise than as a result of a breach of this clause 7; 7.4.2 (b) before any negotiations or discussions leading to this MSA Agreement was already known by the receiving party and was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation; or 7.4.3 (c) is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall offer reasonable assistance to the other party, at that other party’s 's reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person. 7.6 Nothing in this MSA Agreement shall prevent either party from using any knowledge of which is contained in the unaided memory of such party’s 's personnel developed or disclosed under this Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 or breach any Intellectual Property Rights of the other party. An individual's memory is only "unaided" with respect to any information if the individual has not retained a copy of the information and has not intentionally memorised that information other than is required to perform the Services. 7.7 This clause 7 shall remain in full force and effect in the event of any termination of this MSAAgreement.

Appears in 1 contract

Samples: Master Services Agreement

Confidentiality and Publicity. 7.1 ‌ 7.1. Each party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this MSA and each Order Form the Agreement (Permitted Purposes).Purposes).‌ 7.2 7.2. In relation to the CustomerClient's Confidential Information: 7.2.1 the Supplier : (a) Asylum shall treat as confidential all Confidential Information of the Customer Client supplied under this MSAthe Agreement. The Supplier Asylum shall not divulge any such Confidential Information to any person person, except to its own employees, employees and then only to those employees who need to know it for the Permitted Purposes. The Supplier Asylum shall ensure that its employees are aware of, and comply with, this clause 7; and 7.2.2 the Supplier and (b) Asylum may provide any agent, representative or subcontractor authorised under clause 12 with such of the CustomerClient's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor has first entered into a written obligation of confidentiality owed to the Supplier in terms similar to clause 7.2.1 (which the Supplier shall ensure is adhered to).Purposes.‌ 7.3 7.3. In relation to the SupplierAsylum's Confidential Information: 7.3.1 Information the Customer Client: (a) shall treat as confidential all Confidential Information of the Supplier contained or embodied in the Services or otherwise made available or supplied to the Customer during the performance of this MSA; 7.3.2 the Customer Asylum; (b) shall not, without the prior written consent of the SupplierAsylum, divulge any part of the SupplierAsylum's Confidential Information to any person other than: : (ai) the Customer Client's Representative; and and (bii) other employees of the Customer Client or any of its Affiliates who need to know it for the Permitted Purposes; and 7.3.3 the Customer and (c) undertakes to ensure that the persons mentioned in clause 7.3.2 7.3 are made aware, before the disclosure of any part of the SupplierAsylum's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier Client in terms similar to clause 7.3.1 7.3 (which the Customer Client shall ensure is adhered to).to).‌‌ 7.4 7.4. The confidentiality restrictions imposed by this clause 7.1, clause 7.2 and clause 7.3 7 shall not apply to the disclosure of any Confidential Information which: 7.4.1 : (a) is now in, in or hereafter comes into, into the public domain otherwise than as a result of a breach of this clause 7; 7.4.2 ; (b) before any negotiations or discussions leading to this MSA the Agreement was already known by the receiving party (or, in the case of the Client, any of its Affiliates) and was obtained or acquired in circumstances under which the receiving party was (or, in the case of the Client, the Client and its Affiliates were) not bound by any form of confidentiality obligation; or 7.4.3 or (c) is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 Each party shall notify 7.5. The provisions of clause 7.2 notwithstanding, Asylum reserves the other party if any right to publicise the fact of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall offer reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person. 7.6 Nothing in this MSA shall prevent either party from using any knowledge of which is contained in the unaided memory of such party’s personnel developed or disclosed under this Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 or breach any Intellectual Property Rights the identity of the other party. An individual's memory is only "unaided" with respect to any information if Client, and details concerning the individual has not retained a copy nature of the information Works provided for, inter alia, marketing and has not intentionally memorised that information other than is required to perform the Servicespromotional purposes. 7.7 7.6. The Client also agrees to allow Asylum to place a small credit on printed material, exhibition displays, advertisements and/or a link to Asylum’s own website on any project if desired. This clause 7 shall remain in full force and effect will usually be in the event form of any termination a small logo or line of this MSAtext placed towards the bottom of the page.

Appears in 1 contract

Samples: General Terms and Conditions

Confidentiality and Publicity. 7.1 13.1 Each party Party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this MSA and each Order Form Agreement (Permitted Purposes). 7.2 . LEG-LD-002 Component Agreement - Component LT GB IM 20/03/18 6 13.2 In relation to the Customer's Confidential Information: 7.2.1 the Supplier (a) Atlas shall treat as confidential all Confidential Information of the Customer supplied under this MSAAgreement. The Supplier Atlas shall not divulge any such Confidential Information to any person person, except to its own employees, employees and then only to those employees who need to know it for the Permitted Purposes. The Supplier Atlas shall ensure that its employees are aware of, and comply with, this clause 713; and 7.2.2 the Supplier (b) Atlas may provide any agent, representative or subcontractor with such of the Customer's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor sub- contractor has first entered into a written obligation of confidentiality owed to the Supplier Atlas in terms similar to this clause 7.2.1 (which the Supplier shall ensure is adhered to)13. 7.3 13.3 In relation to the SupplierXxxxx's Confidential Information: 7.3.1 (a) the Customer shall treat as confidential all Confidential Information of the Supplier Atlas contained or embodied in the Services Customised Products, the Atlas Content or the Documentation, or otherwise made available or supplied to the Customer during the performance of this MSAAgreement; 7.3.2 (b) the Customer shall not, without the prior written consent of the SupplierAtlas, divulge any part of the SupplierAtlas's Confidential Information to any person other than: (ai) the Customer Customer's Representative; and (bii) other employees of the Customer who need to know it for the Permitted Purposes; and 7.3.3 (c) the Customer undertakes to ensure that the persons mentioned in this clause 7.3.2 13.3 are made aware, before the disclosure of any part of the SupplierAtlas's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier Customer in terms similar to this clause 7.3.1 13 (which the Customer shall ensure is adhered to). 7.4 13.4 The restrictions imposed by within this clause 7.1, clause 7.2 and clause 7.3 13 shall not apply to the disclosure of any Confidential Information which: 7.4.1 (a) is now in, in or hereafter comes into, into the public domain otherwise than as a result of a breach of this clause 713; 7.4.2 (b) before any negotiations or discussions leading to this MSA Agreement was already known by the receiving party (or, in the case of the Customer, any of its Affiliates) and was obtained or acquired in circumstances under which the receiving party was (or, in the case of the Customer, the Customer and its Affiliates were) not bound by any form of confidentiality obligation; or 7.4.3 (c) is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 . LEG-LD-002 Component Agreement - Component LT GB IM 20/03/18 7 13.5 Each party Party shall notify the other party Party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall offer afford reasonable assistance to the other partyParty, at that other party’s Party's reasonable cost, in connection with any enforcement proceedings which that other party Party may elect to bring against any person. 7.6 Nothing in this MSA shall prevent either party from using any knowledge of which is contained in the unaided memory of such party’s personnel developed or disclosed under this Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 or breach any Intellectual Property Rights of the other party. An individual's memory is only "unaided" with respect to any information if the individual has not retained a copy of the information and has not intentionally memorised that information other than is required to perform the Services. 7.7 13.6 This clause 7 13 shall remain in full force and effect in the event of any effect, despite termination of this MSAAgreement.

Appears in 1 contract

Samples: Definitions and Interpretation Agreement

Confidentiality and Publicity. 7.1 21.1 Each party Party undertakes not to use the other party’s Party's Confidential Information otherwise than in the exercise and performance of its rights and obligations under this MSA and each Order Form Agreement (Permitted Purposes). 7.2 21.2 In relation to the Customer's Confidential Information: 7.2.1 the Supplier 21.2.1 Pinnacle shall treat as confidential all Confidential Information of the Customer supplied under this MSAAgreement. The Supplier Pinnacle shall not divulge any such Confidential Information to any person except to its own employees, and then only to those employees who need to know it for the Permitted Purposes. The Supplier Pinnacle shall ensure that its employees are aware of, and comply with, this clause 721; and 7.2.2 the Supplier 21.2.2 Pinnacle may provide any agent, representative or subcontractor authorised under clause 25 with such of the Customer's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor sub-contractor has first entered into a written obligation of confidentiality owed to the Supplier Pinnacle in terms similar to clause 7.2.1 21.2.1 (which the Supplier Pinnacle shall use reasonable endeavours to ensure is adhered to). 7.3 21.3 In relation to the SupplierXxxxxxxx's Confidential Information: 7.3.1 21.3.1 the Customer shall treat as confidential all Confidential Information of the Supplier Pinnacle contained or embodied in the Services Software or Documentation, or otherwise made available or supplied to the Customer during the performance of this MSAAgreement; 7.3.2 21.3.2 the Customer shall not, without the prior written consent of the SupplierXxxxxxxx, divulge any part of the SupplierPinnacle's Confidential Information to any person other than: (a) 21.3.2.1 the Customer Representative; and; (b) 21.3.2.2 other employees of the Customer who need to know it for the Permitted Purposes; and; 7.3.3 21.3.3 the Customer undertakes to ensure that the persons mentioned in clause 7.3.2 21.3.2 are made aware, before the disclosure of any part of the SupplierXxxxxxxx's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier Pinnacle in terms similar to clause 7.3.1 21.3.1 (which the Customer shall ensure is adhered to). 7.4 21.4 The restrictions imposed by clause 7.121.1, clause 7.2 21.2 and clause 7.3 21.3 shall not apply to the disclosure of any Confidential Information which: 7.4.1 21.4.1 is now in, or hereafter comes into, the public domain otherwise than as a result of a breach of this clause 721; 7.4.2 21.4.2 before any negotiations or discussions leading to the formation of this MSA Agreement was already known by the receiving party (or, in the case of the Customer, any of its Affiliates) and was obtained or acquired in circumstances under which the receiving party was (or, in the case of the Customer, the Customer and its Affiliates were) not bound by any form of confidentiality obligation; or 7.4.3 21.4.3 is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 21.5 Each party Party shall notify the other party Party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall offer reasonable assistance to the other partyParty, at that other party’s Party's reasonable cost, in connection with any enforcement proceedings which that other party Party may elect to bring against any person. 7.6 Nothing in 21.6 No Party shall make, or permit any person to make, any public announcement concerning this MSA shall prevent either party from using any knowledge of which is contained in Agreement without the unaided memory of such party’s personnel developed or disclosed under this Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 or breach any Intellectual Property Rights prior written consent of the other party. An individual's memory is only "unaided" with respect Party (such consent not to be unreasonably withheld or delayed), except as required by law, any information if the individual has not retained a copy governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of the information and has not intentionally memorised that information other than is required to perform the Servicescompetent jurisdiction. 7.7 21.7 This clause 7 21 shall remain in full force and effect in the event of any termination of this MSAAgreement.

Appears in 1 contract

Samples: Terms and Conditions

Confidentiality and Publicity. 7.1 10.1 Each party Party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and the performance of its rights and obligations under this MSA and each Order Form Agreement (Permitted Purposes). 7.2 10.2 In relation to the Customer's Confidential Information: 7.2.1 the Supplier (a) Atlas shall treat as confidential all Confidential Information of the Customer supplied under this MSAAgreement. The Supplier Atlas shall not divulge any such Confidential Information to any person person, except to its own employees, employees and then only to those employees who need to know it for the Permitted Purposes. The Supplier Atlas shall ensure that its employees are aware of, and comply with, this clause 7; 10 and 7.2.2 the Supplier (b) Atlas may provide any agent, representative or subcontractor with such of the Customer's Confidential Information as it needs to know for the Permitted Purposes, provided that such agent , representative or subcontractor has first entered into a written obligation of confidentiality owed to the Supplier Atlas in terms similar to this clause 7.2.1 (which the Supplier shall ensure is adhered to)10. 7.3 10.3 In relation to the SupplierXxxxx's Confidential Information: 7.3.1 (a) the Customer shall treat as confidential all Confidential Information of the Supplier contained or embodied in the Services or otherwise made available or Atlas which may be supplied to the Customer during the performance of this MSAAgreement; 7.3.2 (b) the Customer shall not, without the prior written consent of the SupplierAtlas, divulge any part of the SupplierAtlas's Confidential Information to any person other than: (ai) the Customer Customer's Representative; and (bii) other employees of the Customer who need to know it for the Permitted Purposes; and 7.3.3 (c) the Customer undertakes to ensure that the persons mentioned in this clause 7.3.2 10.3 are made aware, before the disclosure of any part of the SupplierAtlas's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier Customer in terms similar to this clause 7.3.1 10 (which the Customer shall ensure is adhered to). 7.4 10.4 The restrictions imposed by within this clause 7.1, clause 7.2 and clause 7.3 10 shall not apply to the disclosure of any Confidential Information which: 7.4.1 (a) is now in, in or hereafter comes into, into the public domain otherwise than as a result of a breach of this clause 7; 7.4.2 10; (b) before any negotiations or discussions leading to this MSA Agreement was already known by the receiving party (or, in the case of the Customer, any of its Affiliates) and was obtained or acquired in circumstances under which the receiving party was (or, in the case of the Customer, the Customer and its Affiliates were) not bound by any form of confidentiality obligation; or 7.4.3 is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). 7.5 Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall offer reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person. 7.6 Nothing in this MSA shall prevent either party from using any knowledge of which is contained in the unaided memory of such party’s personnel developed or disclosed under this Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 7 or breach any Intellectual Property Rights of the other party. An individual's memory is only "unaided" with respect to any information if the individual has not retained a copy of the information and has not intentionally memorised that information other than is required to perform the Services. 7.7 This clause 7 shall remain in full force and effect in the event of any termination of this MSA.

Appears in 1 contract

Samples: Confidentiality Agreement

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