Common use of Confidentiality and Use of Information Clause in Contracts

Confidentiality and Use of Information. 14.1 The Receiving Party agrees to keep confidential, and not to use or disclose, other than as permitted by the Agreement, any Confidential Information of the Disclosing Party. 14.2 The Receiving Party must take all steps and do all such things as may be reasonably necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the Disclosing Party. 14.3 The Receiving Party may disclose Confidential Information of the Disclosing Party: (a) to Personnel to the extent reasonably required for the Receiving Party to exercise its rights or perform its obligations under the Agreement; and (b) as required by Law, a regulatory authority, a court or the rules of any applicable stock exchange. 14.4 The Receiving Party must ensure that the Disclosing Party’s Confidential Information is kept confidential by the Receiving Party’s Personnel. 14.5 If the Receiving Party is required to disclose any Confidential Information in accordance with clause 14.3(b) then, to the extent possible, the Receiving Party must before doing so: (a) notify the Disclosing Party and provide the details of the proposed disclosure; (b) give the Disclosing Party a reasonable opportunity to take any steps the Disclosing Party considers necessary to protect the confidentiality of that information; (c) provide any assistance reasonably required by the Disclosing Party to protect the confidentiality of that information; and (d) notify the person to whom the Confidential Information is disclosed that the information is Confidential Information of the Disclosing Party. 14.6 The obligations in clauses 14.1 and 14.2 do not apply to Confidential Information that is: (a) in the public domain otherwise than as a result of a breach of the Agreement or another obligation of confidence; (b) created by the Receiving Party (whether alone or jointly with any person) independently of the Disclosing Party's Confidential Information (if the Receiving Party has evidence in writing that the information falls within this exception); or (c) already known by the Receiving Party independently of its involvement in the Agreement or its interaction with the Disclosing Party and free of any obligation of confidence. 14.7 If, at any time, we are not satisfied that you have adequate practices in place to protect our Confidential Information, we may require your Personnel to execute a deed of confidentiality in a form satisfactory to us (acting reasonably) and in these circumstances you must ensure that each deed is promptly executed and provided to us. 14.8 We must not modify or access your Confidential Information for any purposes other than: (a) performing our obligations or exercising our rights under the Agreement; or (b) exercising our rights under clause 14.9. 14.9 Notwithstanding anything in this clause 14, you acknowledge and agree that: (a) we may refer to you and the general nature of the Services and Deliverables that we supply to you when marketing our business and services from time to time; (b) we may aggregate and de-identify information and data relating to you, your Personnel, the Facilities or any of the residents we have received during the Term and where applicable after the Term pursuant to clause 24.1(c) (including where applicable Confidential Information) to track trends and benchmark information (Aggregated Information); and (c) we may use the Aggregated Information for the purposes of providing services and deliverables to other clients from time to time. 14.10 For the avoidance of doubt, if Confidential Information is also Relevant Information, clause 15 also applies to the Confidential Information.

Confidentiality and Use of Information. 14.1 The Receiving Party agrees to keep confidential, and not to use or disclose, other than as permitted by 11.01 Each party will treat the Agreement, any Confidential Information of the Disclosing Party. 14.2 The Receiving Party must take all steps other party as confidential, and do all such things as may be with no less care than the party uses to prevent the disclosure of its own Confidential Information of like importance, but in no event less than reasonably necessarydiligent care. To the extent permitted by applicable law, prudent the receiving party shall (a) not disclose the Confidential Information to any third party, (b) not use the Confidential Information in any fashion except for purposes of performing this Agreement, (c) exercise reasonable care to prevent disclosure, and (d) notify the disclosing party of any unauthorized disclosure or desirable in order to safeguard the confidentiality use of the Confidential Information of which the Disclosing Partyreceiving party is aware. Upon termination of this Agreement for any reason, each party shall immediately deliver to the other party all copies of the Confidential Information received from the other party. Each party acknowledges that breach of this Section 11 may cause irreparable harm to the disclosing party entitling the disclosing party to seek injunctive relief, among other remedies. 14.3 The Receiving Party 11.02 Notwithstanding the foregoing, a party may disclose the Confidential Information of the Disclosing Partyother party: (a) to Personnel employees, subcontractors and others engaged in performing the obligations of this Agreement, including those selling and supporting the Products and Services as required to conduct their activities, provided such employees, subcontractors or other parties have executed a confidentiality and non competition agreement with the disclosing party binding them to the extent reasonably required for the Receiving Party to exercise its rights or perform its obligations under the Agreementterms of Sections 10 and 11 hereof; and (b) as to the extent required by Lawthe order or requirement of a court, a regulatory authorityadministrative agency or other governmental body if the party to disclose the other party's Confidential Information does the following: (i) gives written notice of the intended disclosure to the other party at least ten (10) days in advance of the date of disclosure or if ten (10) days is not feasible then as much notice as is possible under the circumstances; (ii) upon request of the other party and at the requesting party's expense, a court or the rules party to disclose the Confidential Information redacts portions of any the Confidential Information to be disclosed to the extent permitted by applicable stock exchange. 14.4 The Receiving Party must ensure that law; and (iii) at the Disclosing Party’s request and expense of the party whose Confidential Information is kept confidential by the Receiving Party’s Personnel. 14.5 If the Receiving Party is required to disclose any Confidential Information in accordance with clause 14.3(b) thenbe disclosed, submits a request to the extent possiblecourt, the Receiving Party must before doing so: (a) notify the Disclosing Party and provide the details administrative agency or governmental body that any portions of the proposed disclosure; (b) give the Disclosing Party a reasonable opportunity to take any steps the Disclosing Party considers necessary to protect the confidentiality of that information; (c) provide any assistance reasonably required by the Disclosing Party to protect the confidentiality of that information; and (d) notify the person to whom the Confidential Information is disclosed that the information is Confidential Information of the Disclosing Party. 14.6 The obligations in clauses 14.1 and 14.2 do not apply to Confidential Information that is: (a) in the public domain otherwise than as a result of a breach of the Agreement or another obligation of confidence; (b) created are identified by the Receiving Party (whether alone or jointly with any person) independently of the Disclosing Party's Confidential Information (if the Receiving Party has evidence in writing that the information falls within this exception); or (c) already known by the Receiving Party independently of its involvement in the Agreement or its interaction with the Disclosing Party and free of any obligation of confidence. 14.7 If, at any time, we are not satisfied that you have adequate practices in place to protect our Confidential Information, we may require your Personnel to execute a deed of confidentiality in a form satisfactory to us (acting reasonably) and in these circumstances you must ensure that each deed is promptly executed and provided to us. 14.8 We must not modify or access your Confidential Information for any purposes other than: (a) performing our obligations or exercising our rights under the Agreement; or (b) exercising our rights under clause 14.9. 14.9 Notwithstanding anything in this clause 14, you acknowledge and agree that: (a) we may refer to you and the general nature of the Services and Deliverables that we supply to you when marketing our business and services from time to time; (b) we may aggregate and de-identify information and data relating to you, your Personnel, the Facilities or any of the residents we have received during the Term and where applicable after the Term pursuant to clause 24.1(c) (including where applicable Confidential Information) to track trends and benchmark information (Aggregated Information); and (c) we may use the Aggregated Information for the purposes of providing services and deliverables to other clients from time to time. 14.10 For the avoidance of doubt, if Confidential Information is also Relevant Information, clause 15 also applies party receive confidential treatment to the Confidential Informationfullest extent permitted under applicable law.