Confidentiality and Publicity. 8.1. Each Party undertakes that it shall not at any time disclose the other Party’s Confidential Information to any third party except as permitted by clauses 8.3, 8.4 and 8.5 or to the extent necessary for the proper performance of the Agreement. 8.2. Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information. 8.3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement. 8.4. Each Party may disclose the other Party’s Confidential Information: (a) to its or its Group Companies’ employees, officers, representatives, advisers and third party suppliers who need to know such information to perform its obligations under the Agreement. Each Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s Confidential Information comply with this clause 8; and (b) as may be required by law, court order or any governmental or regulatory authority. 8.5. For the purposes of clause8, Confidential Information shall not include information which: (a) is or becomes generally available to the public (other than through a breach of the Agreement); (b) is lawfully in the possession of the other Party before the disclosure under the Agreement took place; (c) is obtained from a third party who is free to disclose it; or (d) the Parties agree in writing is not confidential or may be disclosed. 8.6. Notwithstanding the terms of this clause 8, once the Account Section has been signed by both Parties, GBG may, with the Customer’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into the Agreement.
Appears in 1 contract
Samples: General Terms and Conditions
Confidentiality and Publicity. 8.1. Each 19.1 Any information obtained by any Party undertakes that it in terms, or arising from the implementation of this Agreement shall be treated as confidential by the Parties and shall not at be used, divulged or permitted to be divulged to any time disclose person not being a Party to this Agreement, without the prior written consent of the other Party’s Confidential Information Parties save that:
19.1.1 each Party shall be entitled to disclose such information to its employees, and to its directors, shareholders, professional advisors and funders who have a need to know and who have been directed by the disclosing Party to keep such information confidential and have undertaken to keep such information confidential;
19.1.2 Platmin and/or any of its Subsidiaries and/or its or their advisors shall be entitled to disclose such information (as well as any other information) to the Industrial Development Corporation of South Africa Limited and/or their advisors as well as any persons who require such information for purposes of:
19.1.2.1 fulfilling any of the conditions to the IDC Subscription Agreement; and/or
19.1.2.2 an initial public offering by Platmin of Platmin Shares and/or the listing of Platmin Shares on any recognised stock exchange, provided that before revealing such information to any third party except such persons, Platmin and/or any of its Subsidiaries and/or its or their advisors undertake to procure that the persons are aware of the confidential nature of the information being made available to them;
19.1.3 each Party shall be entitled to disclose any information which is required to be furnished by law or regulation or by existing contract as permitted at the Signature Date or by clauses 8.3any stock exchange; and
19.1.4 no Party shall be precluded from using or divulging such information in order to pursue any legal remedy available to it
19.2 In the event that a Party is required to disclose information as contemplated in clause 19.1.3, 8.4 such Party will:
19.2.1 advise any Party/ies in respect of whom such information relates (the “Relevant Party/ies”) in writing prior to disclosure, if possible;
19.2.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and 8.5 or to the extent necessary for that it lawfully and reasonably can;
19.2.3 afford the proper performance of Relevant Party/ies a reasonable opportunity, if possible, to intervene in the Agreement.proceedings;
8.2. Each Party warrants 19.2.4 comply with the Relevant Party/ies’ reasonable requests as to the other that it shall apply the same security measures manner and degree terms of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
8.4. Each Party may disclose the other Party’s Confidential Information:
(a) to its or its Group Companies’ employees, officers, representatives, advisers and third party suppliers who need to know such information to perform its obligations under the Agreement. Each Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s Confidential Information comply with this clause 8disclosure; and
(b) as may be required by law19.2.5 notify the Relevant Party/ies of the recipient of, court order and the form and extent of, any such disclosure or any governmental or regulatory authorityannouncement immediately after it was made.
8.5. For 19.3 The Parties and the Escrow Agent hereby agree that for purposes of clause8, Confidential Information shall not include information which:
(a) is or becomes generally available to the public (other than through a breach of the Agreement);
(b) is lawfully in the possession of the other Party before the disclosure under the Agreement took place;
(c) is obtained from a third party who is free to disclose it; or
(d) the Parties agree in writing is not confidential or may be disclosed.
8.6. Notwithstanding the terms of this clause 8, once 19 a reference to “Party” or “Parties” includes the Account Section has been signed by both Parties, GBG may, with the Customer’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into the AgreementEscrow Agent.
Appears in 1 contract
Samples: Subscription Agreement (Sedibelo Platinum Mines LTD)
Confidentiality and Publicity. 8.1
14.1. Each This clause 14 applies to Confidential Information disclosed by one Party (“the Disclosing Party”) to the other (“the Receiving Party”) under or in connection with this Agreement.
14.2. The Receiving Party shall only use the Confidential Information solely for the purposes of performing its obligations in accordance with the terms of this Agreement.
14.3. The Receiving Party will exercise in relation to the Disclosing Party’s Confidential Information a reasonable and appropriate degree of care and protection.
14.4. The Receiving Party undertakes that it shall not at to disclose any time disclose of the other Disclosing Party’s Confidential Information to any third party except as permitted by clauses 8.3that it may disclose such Confidential Information to its employees, 8.4 and 8.5 professional advisors, agents or sub-contractors but only to the extent necessary for the proper performance of the Agreement.
8.2. Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
8.4. Each Party may disclose the other Party’s Confidential Information:
(a) to its or its Group Companies’ employees, officers, representatives, advisers and third party suppliers who need to know such information to perform its obligations under the this Agreement. Each The Receiving Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and any third party suppliers to whom it discloses the other Party’s Confidential Information comply with this clause 8; and
(b) as may be required by law, court order or any governmental or regulatory authority.
8.5. For the purposes of clause8, Confidential Information shall be informed of the confidential nature of the information and be bound by obligations of confidentiality on terms no less onerous than those set out in this Agreement.
14.5. The Receiving Party undertakes to destroy or return (at the Disclosing Party’s discretion) to the Disclosing Party all Confidential Information in its possession, custody or control on receipt of a request to that effect and, in any event, upon termination or expiry of this Agreement.
14.6. Without prejudice to any other rights or remedies that either Party may be entitled to, the Parties acknowledge that damages may not include information whichbe an adequate remedy for breach of these confidentiality obligations and agree that both Parties will be entitled to seek the remedies of injunction, specific performance and any other available equitable relief for any threatened or actual breach.
14.7. The provisions of this clause 14 are of indefinite duration but shall not apply to any Confidential Information:
(a) 14.7.1. to the extent that it is or becomes generally available to comes into the public (other domain otherwise than through as a result of a breach of this Agreement by the Agreement)Receiving Party;
(b) is lawfully 14.7.2. which the Receiving Party can show by its written records was in its possession prior to receiving it from the possession of the other Disclosing Party before the disclosure under the Agreement took place;
(c) is and which it had not previously obtained from the Disclosing Party or a third party who is free to disclose iton its behalf under an obligation of confidence; or
14.7.3. has been independently developed by the Receiving Party without use of the Confidential Information; or
14.7.4. which is required to be disclosed by law.
14.8. No publicity or advertising shall be released by the Contractor in connection with the subject matter of this Agreement without the prior written approval of DCC, which shall not unreasonably be withheld or delayed.
14.9. Notwithstanding anything else to the contrary in the Agreement, if the DCC receives a request for information from a Regulatory Body or the Secretary of State (das applicable) under condition 29 of the Parties agree in writing is not confidential or DCC Licence (each, an "Information Request"), the Contractor acknowledges that the DCC may be disclosedobliged to disclose Contractor's Confidential Information under the requirements of the relevant Information Request provided that if and to the extent that it is practicable and lawful for it to do so, DCC shall give prompt notice to the Contractor prior to the required disclosure and shall cooperate with the Contractor regarding the form, nature, content and purpose of such disclosure or any action which Contractor may reasonably take to challenge the validity or extent of such disclosure obligation. The DCC shall be responsible for determining in its absolute discretion whether any Contractor's Confidential Information is required to be disclosed to a Regulatory Body and/or the Secretary of State in accordance with the relevant Information Request. The Contractor shall cooperate with each and every Information Request.
8.614.10. Notwithstanding the The terms of this clause 8, once 14 shall supersede and replace any non-disclosure agreement entered into between the Account Section has been signed by both Parties, GBG may, with the Customer’s parties prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into the date of this Agreement.
Appears in 1 contract
Confidentiality and Publicity. 8.1. Each 28.1 Any information obtained by any Party undertakes that it in terms, or arising from the implementation of this Agreement shall be treated as confidential by the Parties and shall not at be used, divulged or permitted to be divulged to any time disclose person not being a Party to this Agreement, without the prior written consent of the other Party’s Confidential Information Parties save that;
28.1.1. each Party shall be entitled to disclose such information to its employees, its directors, shareholders, professional advisors and funders who have a need to know and who have been directed by the disclosing Party to keep such information confidential and have undertaken to keep such information confidential;
28.1.2. each Party shall be entitled to disclose this Agreement to RPM;
28.1.3. Platmin and/or any of its Subsidiaries and/or its or their advisors shall be entitled to disclose such information (as well as any other information) to the Industrial Development Corporation of South Africa Limited and/or their advisors as well as any persons who require such information for purposes of:
28.1.3.1. the IDC Subscription Agreement; and/or
28.1.3.2. an initial public offering by Platmin of Platmin Shares and/or the listing of Platmin Shares on any Recognised Exchange, provided that before revealing such information to any third party except such persons, Platmin and/or any of its Subsidiaries and/or its or their advisors undertake to procure that the persons are aware of the confidential nature of the information being made available to them;
28.1.4. each Party shall be entitled to disclose any information which is required to be furnished by law or regulation or by existing contract as permitted at the Signature Date or by clauses 8.3any stock exchange; and
28.1.5. no Party shall be precluded from using or divulging such information in order to pursue any legal remedy available to it.
28.2 In the event that a Party is required to disclose information as contemplated in clause 28.1.4, 8.4 such Party will:
28.2.1. advise any Party/ies in respect of whom such information relates (the “Relevant Party/ies”) in writing prior to disclosure, if possible;
28.2.2. lake such steps to limit the disclosure to the minimum extent required to satisfy such requirement and 8.5 or to the extent necessary for that it lawfully and reasonably can;
28.2.3. afford the proper performance of Relevant Party/ies a reasonable opportunity, if possible, to intervene in the Agreement.proceedings;
8.228.2.4. Each Party warrants comply with the Relevant Party/ies’ reasonable requests as to the other that it shall apply the same security measures manner and degree terms of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
8.4. Each Party may disclose the other Party’s Confidential Information:
(a) to its or its Group Companies’ employees, officers, representatives, advisers and third party suppliers who need to know such information to perform its obligations under the Agreement. Each Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s Confidential Information comply with this clause 8disclosure; and
(b) as may be required by law, court order or any governmental or regulatory authority.
8.528.2.5. For notify the purposes of clause8, Confidential Information shall not include information which:
(a) is or becomes generally available to the public (other than through a breach Relevant Party/ies of the Agreement);
(b) is lawfully in recipient of, and the possession of the other Party before the form and extent of, any such disclosure under the Agreement took place;
(c) is obtained from a third party who is free to disclose it; or
(d) the Parties agree in writing is not confidential or may be disclosedannouncement immediately after it was made.
8.6. Notwithstanding the terms of this clause 8, once the Account Section has been signed by both Parties, GBG may, with the Customer’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into the Agreement.
Appears in 1 contract
Confidentiality and Publicity. 8.1. Each 16.1 With respect to any confidential information received from the other Party ("Confidential Information"), each Party undertakes and agrees to:
16.1.1 only use the Confidential Information for the purposes envisaged under this Agreement and not to use the same for any other purpose whatsoever;
16.1.2 ensure that it only those of its officers and employees who are directly concerned with the carrying of this Agreement have access to the Confidential Information on a strictly "need to know" basis and are informed of the secret and confidential nature of it;
16.1.3 keep the Confidential Information secret, confidential, safe and secure and shall not at directly or indirectly disclose or permit to be disclosed the same to any time disclose Third Party, including any consultants or other advisors, without the other Party’s prior written consent of the disclosing party except to the extent disclosure is necessary in connection with its use as envisaged under this Agreement;
16.1.4 ensure that the Confidential Information to will not be covered by any third party lien or other encumbrance in any way; and
16.1.5 not copy, reproduce or otherwise replicate for any purpose or in any manner whatsoever any documents containing the Confidential Information except as permitted by clauses 8.3, 8.4 and 8.5 or to the extent necessary for the proper performance of the in connection with its use as envisaged under this Agreement.
8.2. Each Party warrants 16.2 The obligations referred to the other that it in Clause 16.1 above shall apply the same security measures and degree of care not extend to any Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
8.4. Each Party may disclose the other Party’s Confidential Information:
(a) to its or its Group Companies’ employees, officers, representatives, advisers and third party suppliers who need to know such information to perform its obligations under the Agreement. Each Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s Confidential Information comply with this clause 8; and
(b) as may be required by law, court order or any governmental or regulatory authority.
8.5. For the purposes of clause8, Confidential Information shall not include information which:
(a) 16.2.1 is or becomes generally available to the public (other otherwise than through be reason of breach by a breach recipient Party of the Agreement)provision of Clause 16.1;
16.2.2 is known to the recipient Party and is at its free disposal (bhaving been generated independently by the recipient Party or a Third Party in circumstances where it has not been derived directly or indirectly from the disclosing Party's Confidential Information prior to its receipt from the disclosing Party), provided that evidence of such knowledge is furnished by the recipient Party to the disclosing Party within twenty eight (28) days of recipient of that Confidential Information;
16.2.3 is lawfully subsequently disclosed to the recipient Party without obligations of confidence by a Third Party owing no such obligations to the disclosing Party in respect of that Confidential Information;
16.2.4 is required by law to be disclosed (including as part of any regulatory submission or approval process) and then only when prompt written notice of this requirement has been given to the possession disclosing Party so that it may, if so advised, seek appropriate relief to prevent such disclosure, provided always that in such circumstances such disclosure shall be only to the extent so required and shall be subject to prior consultation with the disclosing Party with a view to agreeing on the timing and content of such disclosure.
16.3 No public announcement or other disclosures to Third Parties concerning the terms of this Agreement shall be made, whether directly or indirectly, by any Party to this Agreement (except confidential disclosures to professional advisors) without first obtaining the approval of the other Party before and agreement upon the nature and text of such announcement or disclosure under the Agreement took place;provided that:
(c) 16.3.1 a Party may disclose those terms which it is obtained from a third party who is free required by regulation or law to disclose it; or
(d) the Parties agree in writing is not disclose, provided that it takes advantage of all provisions to keep confidential or may be disclosed.
8.6. Notwithstanding the as many terms of this clause 8Agreement as possible; and
16.3.2 the Party desiring to make any such public announcement or other disclosure shall inform the other Party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, once and shall provide the Account Section has been signed by both Partiesother Party with a written copy thereof, GBG mayin order to allow such Party to comment upon such announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other Party with a written copy thereof, in order to allow such Party to comment upon such announcement or disclosure. Each Party agrees that it shall cooperate fully with the Customer’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating other with respect to all disclosures regarding this Agreement to the Parties’ entry into US Securities Exchange Commission, the AgreementUK Stock Exchange and any other comparable body including requests for confidential information or proprietary information of either party included in any such disclosure. The Parties agree that each shall be entitled from time to time to include the name of other within a list of licensees under the respective Patent Rights in a public announcement.
Appears in 1 contract
Samples: License Agreement (Dyax Corp)
Confidentiality and Publicity. 8.116.1. Each Party undertakes that it shall not at any time during the Agreement and shall not for a period of five (5) years after termination of the Agreement, disclose to any person any Confidential Information of the other Party’s Confidential Information to any third party , except as permitted by clauses 8.3, 8.4 and 8.5 or to the extent necessary for the proper performance of the Agreementthis clause.
8.216.2. Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.PD\ GLVFORVH WKH RWKHU 3DUW\¶V &RQILGHQWLDO
8.316.2.1. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
8.4. Each Party may disclose the other Party’s Confidential Information:
(a) to its or its Group Companies’ employees, officers, representatives, representatives or advisers and third party suppliers who need to know such information to perform its obligations under the IRU WKH SXUSRVHV RI FDUU\LQJ RtheXW WKH Agreement. Each Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s Confidential Information comply with this clause 8representatives or DGYLVHUV WR ZKRP LW GLVFORVHV WKH RWKHU 3DUW\¶ clause; and
(b) 16.2.2. as may be required by law, court order of competent jurisdiction or any governmental or regulatory authority.
8.516.3. For +XXXXXX XX\ GLVFOCoRnfVideHn tialWInKfoHrm at3ionDtUo WitsQAHfflUiat¶esVw ho need to know VXFK LQIRUPDWLRQ IRU WKH SXUSRVHV RtheIA gFreeDmUenUt.\LQJ RXW
16.4. 1R 3DUW\ VKDOO XVH WKH RWKHU 3DUW\¶V &RQILGHQWLD perform its obligations under the purposes Agreement.
16.5. The provisions of clause8, this clause shall not apply to any Confidential Information shall not include information whichthat:
(a) 16.5.1. is or becomes generally available to the public (other than through as a result of its disclosure by the receiving party or its representatives in breach of this clause);
16.5.2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; or
16.5.3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party.
16.6. On expiry or earlier termination of the Agreement each Party shall return to the other Party all GRFXPHQWV DQG PDWHULDOV FRQWDLQLQJ WKH RWKHU¶V &R RWKHU¶V &RQILGHQWLDO ,QIRUPDWLRQ IURP LWV FRPSXWHU provided that the receiving Party may retain materials containing Confidential Information to the extent required by law or any applicable governmental, administrative or regulatory authority or by an order of any court or other authority of competent jurisdiction.
16.7. Each Party reserves all rights in its Confidential Information. No rights or obligations in respect RI D 3DUW\¶V &RQILGHQWLDO ,QIRUPDWLRQ DUHth e JUDQWHG Agreement.
16.8. The provisions of this clause shall survive expiry or earlier termination of the Agreement);
(b) is lawfully in the possession of the other Party before the disclosure under the Agreement took place;
(c) is obtained from a third party who is free to disclose it; or
(d) the Parties agree in writing is not confidential or may be disclosed.
8.6. Notwithstanding the terms of this clause 8, once the Account Section has been signed by both Parties, GBG may, with the Customer’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into the Agreement.
Appears in 1 contract
Confidentiality and Publicity. 8.113.1. Each Party undertakes that it shall not at any time disclose the other Party’s Confidential Information to any third party except as permitted by clauses 8.313.3, 8.4 13.4 and 8.5 13.5 or to the extent necessary for the proper performance of the this Agreement.
8.213.2. Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.313.3. Neither Party shall use the other Party’s 's Confidential Information for any purpose other than to perform its obligations under the this Agreement.
8.413.4. Each Party may disclose the other Party’s 's Confidential Information:
(a) to its or its Group Companies’ Affiliates' employees, officers, representatives, advisers and third party suppliers who need to know such information to perform its obligations under the this Agreement. Each Party shall ensure that its and its Group Companies’ Affiliates' employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s 's Confidential Information comply with this clause 813; and
(b) as may be required by law, court order or any governmental or regulatory authority.
8.513.5. For the purposes of clause8clause 13.1, Confidential Information shall not include information which:
(a) is or becomes generally available to the public (other than through a breach of the this Agreement);
(b) is lawfully in the possession of the other Party before the disclosure under the this Agreement took place;
(c) is obtained from a third party who is free to disclose it; or
(d) the Parties agree in writing is not confidential or may be disclosed.
8.613.6. Notwithstanding the terms of this clause 813, once the Account Section Order Form has been signed by both Parties, GBG may, with the CustomerReseller’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into the this Agreement.
Appears in 1 contract
Samples: Reseller Agreement
Confidentiality and Publicity. 8.117.1. Each This clause 17 applies to Confidential Information disclosed by one Party (“the Disclosing Party”) to the other (“the Receiving Party”) under or in connection with this Agreement.
17.2. The Receiving Party shall only use the Confidential Information solely for the purposes of performing its obligations in accordance with the terms of this Agreement.
17.3. The Receiving Party will exercise in relation to the Disclosing Party’s Confidential Information a reasonable and appropriate degree of care and protection.
17.4. The Receiving Party undertakes that it shall not at to disclose any time disclose of the other Disclosing Party’s Confidential Information to any third party except as permitted by clauses 8.3that it may disclose such Confidential Information to its employees, 8.4 and 8.5 professional advisors, agents or sub-contractors but only to the extent necessary for the proper performance of the Agreement.
8.2. Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
8.4. Each Party may disclose the other Party’s Confidential Information:
(a) to its or its Group Companies’ employees, officers, representatives, advisers and third party suppliers who need to know such information to perform its obligations under the this Agreement. Each The Receiving Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and any third party suppliers to whom it discloses the other Party’s Confidential Information comply with this clause 8; and
(b) as may be required by law, court order or any governmental or regulatory authority.
8.5. For the purposes of clause8, Confidential Information shall be informed of the confidential nature of the information and be bound by obligations of confidentiality on terms no less onerous than those set out in this Agreement.
17.5. The Receiving Party undertakes to destroy or return (at the Disclosing Party’s discretion) to the Disclosing Party all Confidential Information in its possession, custody or control on receipt of a request to that effect and, in any event, upon termination or expiry of this Agreement.
17.6. Without prejudice to any other rights or remedies that either Party may be entitled to, the Parties acknowledge that damages may not include information whichbe an adequate remedy for breach of these confidentiality obligations and agree that both Parties will be entitled to seek the remedies of injunction, specific performance and any other available equitable relief for any threatened or actual breach.
17.7. The provisions of this clause 17 are of indefinite duration but shall not apply to any Confidential Information:
(a) 17.7.1. to the extent that it is or becomes generally available to comes into the public (other domain otherwise than through as a result of a breach of this Agreement by the Agreement)Receiving Party;
(b) is lawfully in the possession of the other Party before the disclosure under the Agreement took place;
(c) is obtained from a third party who is free to disclose it; or
(d) the Parties agree in writing is not confidential or may be disclosed.
8.6. Notwithstanding the terms of this clause 8, once the Account Section has been signed by both Parties, GBG may, with the Customer’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into the Agreement.
Appears in 1 contract
Samples: Integrated Design Agreement
Confidentiality and Publicity. 8.113.1. Each Party undertakes that it shall not at any time disclose the other Party’s Confidential Information to any third party except as permitted by clauses 8.313.3, 8.4 13.4 and 8.5 13.5 or to the extent necessary for the proper performance of the this Agreement.
8.213.2. Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.313.3. Neither Party shall use the other Party’s 's Confidential Information for any purpose other than to perform its obligations under the this Agreement.
8.413.4. Each Party may disclose the other Party’s 's Confidential Information:
(a) to its or its Group Companies’ ' employees, officers, representatives, advisers and third party suppliers who need to know such information to perform its obligations under the this Agreement. Each Party shall ensure that its and its Group Companies’ ' employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s 's Confidential Information comply with this clause 813; and
(b) as may be required by law, court order or any governmental or regulatory authority.
8.513.5. For the purposes of clause8clause 13.1, Confidential Information shall not include information which:
(a) is or becomes generally available to the public (other than through a breach of the this Agreement);
(b) is lawfully in the possession of the other Party before the disclosure under the this Agreement took place;
(c) is obtained from a third party who is free to disclose it; or
(d) the Parties agree in writing is not confidential or may be disclosed.
8.613.6. Notwithstanding the terms of this clause 813, once the Account Section Order Form has been signed by both Parties, GBG may, with the CustomerReseller’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into the this Agreement.
Appears in 1 contract
Samples: Reseller Agreement
Confidentiality and Publicity. 8.1. 8.1 Each Party undertakes that it shall not at any time disclose the other Party’s Confidential Information to any third party except as permitted by clauses 8.3, 8.4 and 8.5 or to the extent necessary for the proper performance of the this Agreement.
8.2. 8.2 Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.3. 8.3 Neither Party shall use the other Party’s 's Confidential Information for any purpose other than to perform its obligations under the this Agreement.
8.4. 8.4 Each Party may disclose the other Party’s 's Confidential Information:
(a) to its or its Group Companies’ ' employees, officers, representatives, advisers and third party suppliers who need to know such information to perform its obligations under the this Agreement. Each Party shall ensure that its and its Group Companies’ ' employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s Confidential Information 's confidential information comply with this clause 8; and
(b) as may be required by law, court order or any governmental or regulatory authority.;
8.5. 8.5 For the purposes of clause8clause 8.1, Confidential Information shall not include information which:
(a) is or becomes generally available to the public (other than through a breach of the this Agreement);
(b) is lawfully in the possession of the other Party before the disclosure under the this Agreement took place;
(c) is obtained from a third party who is free to disclose it; or
(d) the Parties agree in writing is not confidential or may be disclosed.
8.6. 8.6 Notwithstanding the terms of this clause 8, once the Account Section Order Form has been signed by both Parties, GBG may, with the Customer’s prior written consent, may issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into the this Agreement.
Appears in 1 contract
Samples: Web Services Agreement
Confidentiality and Publicity. 8.1. Each 13.1 Any information obtained by either Party undertakes that it in terms, or arising from the implementation of this Agreement shall be treated as confidential by the Parties and shall not at be used, divulged or permitted to be divulged to any time disclose person not being a party to this Agreement, without the prior written consent of the other Party’s Confidential Information , save that:
13.1.1 both Parties shall be entitled to disclose such information to any third party except as permitted by clauses 8.3, 8.4 and 8.5 to this Agreement or to the extent necessary for the proper performance of the Agreement.
8.2. Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which Consolidation Agreements who has a reasonable person or business would take in protecting its own Confidential Information.
8.3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
8.4. Each Party may disclose the other Party’s Confidential Information:
(a) to its or its Group Companies’ employees, officers, representatives, advisers and third party suppliers who need to know such information and who has been directed by the disclosing party to perform keep such information confidential and has undertaken to keep such information confidential;
13.1.2 both Parties shall be entitled to disclose such information to its obligations under employees, directors, shareholders, professional advisors and funders who have a need to know such information. Before revealing such information to any such persons, it undertakes to procure that the Agreement. Each persons are aware of the confidential nature of the information being made available to them and undertake to keep such information confidential;
13.1.3 the Offeree and/or any of its Holding Companies and/or any of its Subsidiaries and/or its or their advisors shall be entitled to disclose such information to any other person who require such information for purposes of an initial public offering by Platmin of any shares in its capital, provided that before revealing such information to any such persons, the Offeree and/or any of its Holding Companies and/or any of its Subsidiaries and/or its or their advisors shall procure that such persons are aware of the confidential nature of the information being made available to them;
13.1.4 each Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and third party suppliers be entitled to whom it discloses disclose any information which is required to be furnished by law or regulation or by existing contract as at the other Party’s Confidential Information comply with this clause 8Signature Date or by any stock exchange; and
(b) as may 13.1.5 neither Party shall be required by law, court precluded from using or divulging such information in order or to pursue any governmental or regulatory authoritylegal remedy available to it.
8.5. For 13.2 In the purposes of clause8event that either Party is required to disclose information as contemplated in clause 13.1.4, Confidential Information shall not include information whichsuch Party will:
13.2.1 advise the Party in respect of whom such information relates (athe “Relevant Party”) is or becomes generally available in writing prior to disclosure, if possible;
13.2.2 take such steps to limit the disclosure to the public (other than through minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;
13.2.3 afford the Relevant Party a breach reasonable opportunity, if possible, to intervene in the proceedings;
13.2.4 comply with the Relevant Party’s reasonable requests as to the manner and terms of such disclosure; and
13.2.5 notify the Relevant Party of the Agreement);
(b) is lawfully in receipt of, and the possession of the other Party before the form and extent of, any such disclosure under the Agreement took place;
(c) is obtained from a third party who is free to disclose it; or
(d) the Parties agree in writing is not confidential or may be disclosedannouncement immediately after it was made.
8.6. Notwithstanding the terms of this clause 8, once the Account Section has been signed by both Parties, GBG may, with the Customer’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into the Agreement.
Appears in 1 contract
Confidentiality and Publicity. 8.1. Each Party undertakes that it shall not at any time disclose the other Party’s Confidential Information to any third 6.1 All information disclosed by one party except as permitted by clauses 8.3, 8.4 and 8.5 or to the extent necessary other(s) or developed by the parties pursuant to the terms of this Agreement shall be maintained confidential and used only for the proper performance purposes of the Agreement.
8.2. Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes this Agreement in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
8.4accordance with this Article 6 (“Purposes”). Each Party may also disclose the other's information to an Affiliate, agent or consultant, who is under a written obligation of confidentiality and non-use at least substantially equivalent to the obligations of this Article 6, with the exception that PPC may disclose such information to its Affiliates who agree to maintain such information in confidence and to use such information only for the Purposes. Each Party shall guard any confidential information of the other Party’s Confidential Informationparty with the same level of diligence as it normally guards any of its own internal confidential, proprietary information. Each Party shall be responsible for the breach of any of the provisions of this Article 6 by a person or entity to whom such Party discloses information contemplated hereby. Notwithstanding the foregoing, each party shall be relieved of the confidentiality and limited use obligations of this Agreement if:
(a) the information was previously known to its or its Group Companies’ employees, officers, representatives, advisers and third the receiving party suppliers who need to know as evidenced by the prior written records of such information to perform its obligations under party without disclosure by the Agreement. Each Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s Confidential Information comply with this clause 8; anddisclosing party;
(b) as may be required by law, court order or any governmental or regulatory authority.
8.5. For the purposes of clause8, Confidential Information shall not include information which:
(a) is or becomes generally available to the public (other than through a breach no fault of the Agreement);
(b) is lawfully in the possession of the other Party before the disclosure under the Agreement took placereceiving party;
(c) the information is obtained acquired in good faith in the future by the receiving party from a third party who is free not under an obligation of confidence to disclose itthe disclosing party with respect to such information; or
(d) the Parties agree in writing information is not confidential independently developed by the receiving party without reliance on, reference to, or may be disclosedknowledge of, the information disclosed by the disclosing party.
8.66.2 Notwithstanding the above obligations of confidentiality and non-use a party may:
(a) disclose information to a regulatory agency that is necessary to obtain regulatory approval in a particular jurisdiction; or
(b) disclose information to a government agency if the disclosure is necessary to protect the health and safety of the party's workers or the public or as required by law; or
(c) disclose information as and to the extent required to comply with applicable laws and regulations, including, without limitation, the rules and regulations of the U.S. Securities and Exchange Commission. Notwithstanding In making such disclosures as set forth in this Section 6.2, the disclosing party shall use reasonable efforts to promptly first notify the owner of the confidential information so as to allow the owner of the confidential information an opportunity to seek a protective order or otherwise limit any such disclosure. In any event, the disclosing party shall use reasonable efforts to only disclose such information as is required to be disclosed pursuant to the law, regulation, rule or order, and shall use its reasonable efforts to obligate the recipient to secrecy on the same terms as set forth herein. Each party shall restrict the disclosure of confidential information of the other so that only the persons that need to know it shall be informed and the disclosure be limited to only such portions as necessary for the purposes of this Agreement.
6.3 Each party shall not state or imply, in any publication, advertisement, sales promotional material, or other medium:
a) the name of the other party or the name(s) of any employee(s) of the other party; or
b) the name of any Affiliate of the other party or the name(s) of any employee(s) of such Affiliate without the prior written consent of the other party.
6.4 Except to the extent required by law and such other public announcements as may hereafter become required by law, regulation or rule due to changes from the facts and circumstances in existence as of the Effective Date, no Party hereunder shall disclose this Agreement or make any public announcement or filing concerning this Agreement or the subject matter hereof without the prior written consent of the other. In the event that pursuant to the foregoing a Party shall file a copy of this Agreement with the Securities and Exchange Commission or other securities commission of such other jurisdictions whose laws may apply to either party, it shall use reasonable efforts to seek confidential treatment for all portions thereof reasonably requested by the other Party. Any proposed announcement or filing by a Party shall be made available to the other Party in advance of publication or filing, as the case may be, for review and comment. If a party decides to make an announcement or disclosure required by law or as otherwise permitted under this section of this Agreement, it will provide the other party with at least five (5) business days’ advance written notice, or if not required by law, ten (10) business days advance written notice, of the text of any such written announcement or disclosure or content of any non-written disclosure or announcement, except to the extent applicable law requiring disclosure would not permit such advance notice (such as in the case of certain securities filings), in which case the disclosing party will give the maximum notice possible under the circumstances, so that the other party will have an opportunity to comment upon the announcement or disclosure. The opinion of HPS’ legal counsel shall be the final determining factor as to a legally required disclosure. In the event of a the parties’ disagreement, they shall jointly seek independent legal opinion as to requirement of disclosure.
6.5 Except for permissible publications under Sections 6.1, 6.2 and 6.4, neither party will publish any information based upon or derived from the work performed under this Agreement without the prior review and consent of the parties pursuant to this Section 6.5.
6.6 With respect to information disclosed on or after the Effective Date between PPC and HPS under the provisions of this Agreement, the provisions of this Agreement shall govern and prevail. In the event of any conflict between this Agreement and any other pending confidentiality agreement between PPC and HPS, with respect to information disclosed on or after the Effective Date, the terms of this clause 8, once the Account Section has been signed by both Parties, GBG may, with the Customer’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into the AgreementAgreement shall govern and prevail.
Appears in 1 contract
Confidentiality and Publicity. 8.1. 9.1 Each Party undertakes that it shall to keep confidential and not at any time to disclose the other Party’s Confidential Information to any third party except as permitted by clauses 8.3party, 8.4 and 8.5 or to the extent necessary for the proper performance of the Agreement.
8.2. Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
8.4. Each Party may disclose the other Party’s Confidential Information:
(a) to its or its Group Companies’ employees, officers, representatives, advisers and third party suppliers who need to know such information to perform its obligations under the Agreement. Each Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s Confidential Information comply with this clause 8; and
(b) save as may be required in law or permitted in terms of this Data Transfer Agreement, the Confidential Information, the nature, content or existence of this Data Transfer Agreement and any and all information given by law, court order or any governmental or regulatory authoritya Party to the other Party pursuant to the Agreement and this Data Transfer Agreement.
8.5. For 9.2 The obligation of confidentiality placed on the purposes Parties in terms of clause8, Confidential Information this clause 9 shall not include cease to apply to a Receiving Party in respect of any information which:which –
(a) 9.2.1 is or becomes generally available to the public (other than through a by the negligence or default of the Receiving Party or by the breach of this Data Transfer Agreement by the Agreement)Receiving Party;
(b) 9.2.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
9.2.3 has lawfully in become known by or come into the possession of the Receiving Party on a non-confidential basis from a source other than the Disclosing Party before having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Receiving Party existing at the Signature Date; or
9.2.4 is disclosed pursuant to a requirement or request by operation of law, regulation or court order, to the extent of compliance with such requirement or request only and not for any other purpose, provided that the onus shall at all times rest on the Receiving Party to establish that information falls within the exclusions set out in this clause 9.2.
9.3 In the event that the Receiving Party is required to disclose confidential information of the Disclosing Party as contemplated in clause 9.2, the Receiving Party will advise the Disclosing Party thereof in writing prior to disclosure, if possible and comply with the Disclosing Party's reasonable requests as to the manner and terms of any such disclosure.
9.4 This clause shall not apply to any disclosure under made by a Party to its professional advisors or consultants, provided that they have agreed to the same confidentiality undertakings, or to any judicial or arbitral tribunal or officer, in connection with any matter relating to this Data Transfer Agreement took place;or arising out of it.
9.5 The Parties agree that the unauthorised disclosure by the Receiving Party of the Confidential Information of the other party (c"Disclosing Party") is obtained from to a third party who is free may cause irreparable loss, harm, and damage to disclose it; or
(d) the Parties agree in writing is not confidential Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, action, expense, claim, harm or may be disclosed.
8.6. Notwithstanding damage, or whatever nature, suffered or sustained by the terms Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this clause 89.
9.6 No announcements of any nature whatsoever will be made by or on behalf of a Party relating to this Agreement without the prior written consent of the other Party, once save for any announcement or other statement required to be made in terms of the Account Section has been signed provisions of any law or by both Partiesthe rules of any recognised securities exchange, GBG may, in which event the Party obliged to make such statement will first consult with the Customer’s prior written consentother Party in order to enable the Parties in good faith to attempt to agree the content of such announcement, issue which (unless agreed) must go no further than is required in terms of such law or rules. This will not apply to a press release (or if GBG wishes, another form of public communication) relating Party wishing to respond to the Parties’ entry into the Agreementother Party which has made an announcement of some nature in breach of this clause.
Appears in 1 contract
Confidentiality and Publicity. 8.1. 10.1 Each Recipient Party undertakes agrees to:
10.1.1 use Confidential Information solely for the purposes envisaged under this Contract and not to use the Confidential Information for any other purposes;
10.1.2 ensure that it shall only those of its employees, agents, advisers or sub-contractors who are directly concerned with the performance of this Contract have access to the Confidential Information on a "need to know" basis; and
10.1.3 keep the Confidential Information secret and confidential and not at any time to disclose the other Party’s such Confidential Information to any third party except as permitted by clauses 8.3, 8.4 and 8.5 or to for any reason without the extent necessary for the proper performance prior written consent of the AgreementDisclosing Party.
8.2. Each Party warrants 10.2 The obligations of confidence referred to the other that it in Clause 10.1 above shall apply the same security measures and degree of care not extend to any Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
8.4. Each Party may disclose the other Party’s Confidential Information:
(a) to its or its Group Companies’ employees, officers, representatives, advisers and third party suppliers who need to know such information to perform its obligations under the Agreement. Each Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s Confidential Information comply with this clause 8; and
(b) as may be required by law, court order or any governmental or regulatory authority.
8.5. For the purposes of clause8, Confidential Information shall not include information which:
(a) 10.2.1 is or becomes generally available to the public (other otherwise than through by reason of a breach by the Recipient Party of the Agreement)provisions of Clause 10.1;
(b) 10.2.2 is lawfully known to the Recipient Party and is at its free disposal prior to its disclosure by the Disclosing Party;
10.2.3 is subsequently disclosed to the Recipient Party without obligations of confidence by a third party owing no such obligations of confidence to the Disclosing Party in respect of that Confidential Information;
10.2.4 is required to be disclosed by any court or government authority competent to require such disclosure; and
10.2.5 by any material applicable law, legislation or regulation.
10.3 Xxxxxxxxxxxxxxx Xxxxxx 00.0, Xxxxxxxx XX may disclose any Confidential Information to any company in the possession Vodafone Group provided always that such company agrees to observe the same confidentiality obligations imposed on Vodafone NL pursuant this Clause 10.
10.4 No Party shall make any public statements or issue any press releases about this Contract or its contents or any other arrangements or potential arrangements between the Parties without the prior written consent of the other Party before the disclosure under the Agreement took place;
(c) is obtained from a third party who is free to disclose it; or
(d) the Parties agree in writing is not confidential or may be disclosedParty.
8.6. Notwithstanding the terms of this clause 8, once the Account Section has been signed by both Parties, GBG may, with the Customer’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into the Agreement.
Appears in 1 contract
Confidentiality and Publicity. 8.1. Each 5.1 Any information disclosed to a Party undertakes (such Party, the Receiving Party) under the License Agreement by or on behalf of the other Party (such Party, the Disclosing Party) (by any means, whether directly or indirectly and whether orally or in writing) during the Term regarding the business affairs, operations, processes or Intellectual Property Rights of either Party or those of its clients or customers, and any information that it is marked as being confidential or that might reasonably be supposed to be confidential based on its nature, its contents or the circumstances of its disclosure shall constitute the Confidential Information of Disclosing Party.
5.2 The Software (including, but not limited to login details, results, data input processes etc.) that the Partner Institution may receive, directly or indirectly, in connection with this License Agreement shall be deemed the Confidential Information of rA (except to the extent of any Usage Record or Partner Institution Data contained therein).
5.3 The Receiving Party shall not at any time disclose the other Disclosing Party’s Confidential Information to any third party except as permitted by clauses 8.3without the express, 8.4 and 8.5 or to the extent necessary for the proper performance prior written consent of the Agreement.
8.2. Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
8.4. Each ; provided that Receiving Party may disclose the other Party’s such Confidential Information:
(a) Information to its or its Group Companies’ Users, employees, officers, representatives, advisers contractors and third party suppliers agents (collectively, Representatives) who need to know such information to perform Confidential Information for the purpose of exercising Receiving Party’s rights or fulfilling Receiving Party’s obligations hereunder. The Receiving Party will be responsible for any breach of this clause 5 by any of its obligations under the Agreement. Each Representatives.
5.4 Neither Party shall ensure that its and its Group Companies’ employeesmake, officersor permit any person to make, representatives, advisers and third party suppliers to whom it discloses any public announcement concerning the existence or terms of this License Agreement or the Software without the prior written consent of the other Party’s Confidential Information comply with this clause 8; and
Party (b) which shall not be unreasonably withheld), except as may be required by law, court order or any governmental or regulatory authority.
8.5. For the purposes authority (including, without limitation, any relevant securities exchange), any court or other authority of clause8competent jurisdiction, Confidential Information shall not include information which:
(a) is or becomes generally available to the public (other than through a breach of the Agreement);
(b) is lawfully in the possession of the other Party before the disclosure as permitted under the Agreement took place;
(c) is obtained from a third party who is free to disclose it; or
(d) the Parties agree in writing is not confidential or may be disclosed.
8.6. Notwithstanding the terms of this clause 8, once the Account Section has been signed by both Parties, GBG may, with the Customer’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into the Facility Agreement.
Appears in 1 contract
Samples: Software License Agreement
Confidentiality and Publicity. 8.1. 17.1 Each Party undertakes that it party shall, during the Term and thereafter, keep confidential, and shall not at use for any time disclose purposes other than the proper implementation of this agreement, nor without the prior written consent of the other Party’s Confidential Information disclose to any third party (except as permitted by clauses 8.3, 8.4 and 8.5 its professional advisors or to the extent necessary for the proper performance of the Agreement.
8.2. Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
8.4. Each Party may disclose the other Party’s Confidential Information:
(a) to its or its Group Companies’ employees, officers, representatives, advisers and third party suppliers who need to know such information to perform its obligations under the Agreement. Each Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s Confidential Information comply with this clause 8; and
(b) as may be required by law, court order any law or any governmental legal or regulatory authority), any Confidential Information of the other party.
8.5. For the purposes of clause8, Confidential Information 17.2 Clause 17.1 shall not include information which:
(a) is or becomes generally available apply to the extent that such Confidential Information:-
17.2.1 was public (other knowledge at the time of disclosure, otherwise than through a breach of the Agreement)this agreement;
(b) is 17.2.2 was already known to such party at the time of disclosure without obligation of confidentiality, prior to its disclosure;
17.2.3 subsequently becomes public knowledge other than by breach of this agreement; or
17.2.4 subsequently comes lawfully in into the possession of the other Party before the disclosure under the Agreement took place;
(c) is obtained such party from a third party who is free to disclose it; or
(d) the Parties agree in writing is not confidential or may be disclosedwhich has no obligation of confidentiality.
8.617.3 Each party may disclose the Confidential Information of the other party only to those of its staff requiring the Confidential Information for the purposes of the agreement. Notwithstanding 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 afford 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.
17.4 At the written request of the Customer, Quorum shall procure that each member of Quorum's Personnel identified in the Customer's request signs a confidentiality undertaking in favour of the Customer and in the form specified by the Customer prior to or at any time after commencing any work in connection with this agreement.
17.5 The terms of this clause 8agreement may not be disclosed by either party (other than to its legal advisors or to comply with a regulatory or legal requirement) without the prior written consent of the other party.
17.6 The parties agree that each party may seek such remedies as may be necessary to prevent a breach of confidentiality or other serious breach, once the Account Section has been signed by both Partiesor threatened breach, GBG mayof this agreement. Such remedies may include, with without limitation, injunctive relief and/or interdict and interim interdict.
17.7 At the Customer’s prior request, Quorum shall return, destroy or permanently erase (as directed in writing by the Customer) any documents, handbooks, CD-ROMs or DVDs or other information or data it holds, reflecting, incorporating or based on Confidential Information belonging to the Customer. If required by the Customer, it shall provide written consent, issue a press release evidence (or if GBG wishes, another in the form of public communication) relating to the Parties’ entry into the Agreement.a letter signed by an authorised signatory no later than 28 days after termination of this agreement that these have been destroyed and that it
Appears in 1 contract
Samples: Managed Services Agreement
Confidentiality and Publicity. 8.1. 8.1 Each Party undertakes that it shall not at any time disclose the other Party’s Confidential Information to any third party except as permitted by clauses 8.3, 8.4 and 8.5 or to the extent necessary for the proper performance of the Agreement.
8.2. 8.2 Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.3. 8.3 Neither Party shall use the other Party’s 's Confidential Information for any purpose other than to perform its obligations under the Agreement.
8.4. 8.4 Each Party may disclose the other Party’s 's Confidential Information:
(a) to its or its Group Companies’ ' employees, officers, representatives, advisers and third party suppliers who need to know such information to perform its obligations under the this Agreement. Each Party shall ensure that its and its Group Companies’ ' employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s 's Confidential Information comply with this clause 8; and
(b) as may be required by law, court order or any governmental or regulatory authority.
8.5. 8.5 For the purposes of clause8clause 8, Confidential Information shall not include information which:
(a) is or becomes generally available to the public (other than through a breach of the Agreement);
(b) is lawfully in the possession of the other Party before the disclosure under the Agreement took place;
(c) is obtained from a third party who is free to disclose it; or
(d) the Parties agree in writing is not confidential or may be disclosed.
8.6. 8.6 Notwithstanding the terms of this clause 8, once the Account Section this Agreement has been signed by become binding on both Parties, GBG may, with the CustomerClient’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into the Agreement.
Appears in 1 contract
Samples: Data Services Agreement
Confidentiality and Publicity. 8.1. 7.1 Each Party undertakes that it shall not at any time disclose the other Party’s Party s Confidential Information to any third third-party except as permitted by clauses 8.37.4 and/or 7.6, 8.4 and 8.5 or to the extent necessary for the proper performance of the an Agreement.
8.2. 7.2 Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.3. 7.3 Neither Party shall use the other Party’s Party s Confidential Information for any purpose other than to perform its obligations under the these General Terms and/or an Agreement.
8.4. 7.4 Each Party may disclose the other Party’s Party s Confidential Information:
(a) to its or its Group Companies’ Companies employees, officers, representatives, advisers and third third-party suppliers who need to know such information to perform its obligations under the these General Terms and/or an Agreement. Each Party shall ensure that its and its Group Companies’ Companies employees, officers, representatives, advisers and third third- party suppliers to whom it discloses the other Party’s Party s Confidential Information comply with this clause 8; and7.
(b) where the other Party agrees it may be disclosed;
(c) where disclosure is strictly necessary for the proper performance of an Agreement; and/or
(d) as may be required by law, court order or any governmental or regulatory authority, provided that in the case of (a), (b) and/or (c), the relevant Party shall ensure that any person to whom it discloses the obligations no less protective of the Confidential Information than those contained within this clause 7.
8.5. 7.5 For the purposes of clause8this clause 7, Confidential Information shall not include information which:
(a) is or becomes generally available to the public (other than through a breach of the these General Term and/or any Agreement);
(b) is lawfully in the possession of the other Party before the disclosure under the these General Terms and/or any Agreement took place;
(c) is obtained from a third third-party who is free to disclose it; orand/or
(d) the Parties agree in writing is not confidential or may be disclosedconfidential.
8.6. 7.6 Notwithstanding the terms of this clause 87, once the Account Section Customer Registration Form and/or Order Form has been signed by both Parties, GBG may, with the Customer’s prior written consent, : (a) issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ Parties entry into an Agreement; and/or (b) reference the AgreementCustomer within GBG s marketing collateral by including the Customer s logo, a testimonial and/or case study.
Appears in 1 contract
Samples: General Terms and Conditions
Confidentiality and Publicity. 8.116.1. Each Party undertakes that it shall not at any time during the Agreement and shall not for a period of five (5) years after termination of the Agreement, disclose to any person any Confidential Information of the other Party, except as permitted by this clause.
16.2. Each Party may disclose the other Party’s Confidential Information:
16.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party’s obligations under the Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s confidential information comply with this clause; and
16.2.2. as may be required by law, court order of competent jurisdiction or any governmental or regulatory authority.
16.3. Holibob may disclose the Partner’s Confidential Information to any third party except as permitted by clauses 8.3, 8.4 and 8.5 or its Affliates who need to the extent necessary know such information for the proper performance purposes of carrying out Holibob’s obligations under the Agreement.
8.216.4. Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.3. Neither No Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
8.416.5. Each Party may disclose the other Party’s The provisions of this clause shall not apply to any Confidential InformationInformation that:
(a) to its or its Group Companies’ employees, officers, representatives, advisers and third party suppliers who need to know such information to perform its obligations under the Agreement16.5.1. Each Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s Confidential Information comply with this clause 8; and
(b) as may be required by law, court order or any governmental or regulatory authority.
8.5. For the purposes of clause8, Confidential Information shall not include information which:
(a) is or becomes generally available to the public (other than through as a result of its disclosure by the receiving party or its representatives in breach of this clause);
16.5.2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; or
16.5.3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party.
16.6. On expiry or earlier termination of the Agreement each Party shall return to the other Party all documents and materials containing the other’s Confidential Information and shall erase all the other’s Confidential Information from its computer and other software or media storage systems, provided that the receiving Party may retain materials containing Confidential Information to the extent required by law or any applicable governmental, administrative or regulatory authority or by an order of any court or other authority of competent jurisdiction.
16.7. Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information are granted to the other Party or to be implied from the Agreement.
16.8. The provisions of this clause shall survive expiry or earlier termination of the Agreement);
(b) is lawfully in the possession of the other Party before the disclosure under the Agreement took place;
(c) is obtained from a third party who is free to disclose it; or
(d) the Parties agree in writing is not confidential or may be disclosed.
8.6. Notwithstanding the terms of this clause 8, once the Account Section has been signed by both Parties, GBG may, with the Customer’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into the Agreement.
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Confidentiality and Publicity. 8.1. Each Party undertakes that it shall not at any time disclose the other Party’s Confidential Information to any third party except as permitted by clauses 8.3, 8.4 and 8.5 or to the extent necessary for the proper performance of the Agreement.
8.2. Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
8.3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
8.4. Each Party may disclose the other Party’s Confidential InformationThe Parties agree to:
(a) to its or its Group Companies’ employeeshold the Confidential Information in strict confidence and not, officerswithout the prior written approval of the Party disclosing the Confidential Information, representatives, advisers to disclose any part of it to any persons other than those directly concerned with the Agreement and third party suppliers who need to know whose knowledge of such information to perform its Confidential Information is essential for fulfilling obligations under thereunder. The Party receiving the Agreement. Each Confidential Information from the disclosing Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s Confidential Information those persons comply with the obligations imposed on the receiving Party under this clause 8; and
(b) as may be required by law, court order or any governmental or regulatory authority.
8.5. For the purposes of clause8, Confidential Information shall not include information which:
(a) is or becomes generally available to the public (other than through a breach of the Agreement)15;
(b) is lawfully to have in effect and maintain adequate technical and organisational security measures to safeguard the possession of the other Party before the disclosure under the Agreement took placeConfidential Information from unauthorised access, disclosure, use and/or misappropriation;
(c) is obtained from a third party who is free not, without the disclosing Party’s prior written approval, to disclose it; oruse the Confidential Information for any purposes other than in their dealings with each other;
(d) to promptly inform the Parties agree in writing disclosing Party if the receiving Party becomes aware that the obligations under this clause 15are compromised;
(e) to provide the disclosing Party with prompt notice if the receiving Party or anyone to whom the receiving Party has disclosed the Confidential Information becomes legally compelled to disclose any of the Confidential Information, so that the disclosing Party may seek a protective order or other appropriate remedy. If such order or remedy is not confidential available in time, the duty of confidentiality shall be waived to the extent necessary to comply with the law; and
(f) that the obligations under this clause 15shall apply for the term of the Agreement and a period of five (5) years from expiration or termination thereof. The receiving Party shall ensure that Sub-contractors and such other entities to which Confidential Information may be disclosed.
8.6. Notwithstanding the terms of disclosed subject to this clause 815 prior to such disclosure, once the Account Section has been signed are bound by both Parties, GBG may, with the Customer’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) relating undertakings corresponding to the Parties’ entry into the Agreement.obligations of confidentiality in this clause
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Samples: Saas Agreement