Confidentiality Clause. 5.1 Both Parties to Agreement agree that they will take every possible reasonable confidentiality measure to keep confidential the confidential data and information (hereinafter referred to as “Confidential Information”. When providing the data and information, the data and information provider shall explicitly notify the other party that such data and information are the Confidential Information) learned or accessed in the signing and performance of this Agreement; such Confidential Information shall not be disclosed, given or transferred to any third party (including where the recipient of the Confidential Information merges with, is merged with, or is directly or indirectly controlled by a third party) without the prior written consent of the provider of the Confidential Information. Upon the termination of this Agreement, Party A and Party B shall return any document, material or software containing the Confidential Information to the original owner or provider of Confidential Information, or destroy such Confidential Information on their own after obtaining the consent from the original owner or provider, including deleting any Confidential Information from the relevant memory device, and shall not continue to use such Confidential Information. Party A and Party B shall take necessary measures to disclose the Confidential Information only to the employees, agents or professional advisors of Party B who are necessary to learn such information and cause such employees, agents or professional advisors of Party B to observe the obligation of confidentiality under this Agreement. Party A shall sign concrete confidentiality agreement with the employees, agents or professional advisors of Party B to assure the compliance and implementation by all parties. 5.2 The aforesaid restriction is not applicable to: 5.2.1 Data that have come into the public domain at the time of disclosure; 5.2.2 Data that have come into the public domain after the disclosure not at the fault of the recipient of the Confidential Information; 5.2.3 The recipient of Confidential Information can prove that it has learned such information prior to disclosure and has not obtained the data directly or indirectly from the provider of Confidential Information; 5.2.4 The recipient of Confidential Information has the obligation to disclose the aforesaid Confidential Information to relevant government authority, stock exchange or other parties as required by laws or discloses the same to its direct legal advisor and financial advisor out of the need of normal operation; 5.3 Both Parties to Agreement agree that this Article shall survive the change, termination or revocation of this Agreement.
Appears in 2 contracts
Samples: Exclusive Technology and Consulting Service Agreement (YXT.COM GROUP HOLDING LTD), Exclusive Technical and Consulting Service Agreement (YXT.COM GROUP HOLDING LTD)
Confidentiality Clause. 5.1 Both Parties to Agreement agree that they will take every possible reasonable confidentiality measure to keep confidential 4.1 Party A and Party B have agreed that, for the confidential data and information known or obtained (hereinafter referred to as “Confidential Information”), the party providing such data or information should clearly notify the confidentiality of the same at the time of provision in written form. When And both parties shall do their best to take various reasonable measures to keep the confidentiality; and without the prior written consent of the party providing the data and such confidentiality information, the data and such information provider shall explicitly notify the other party that such data and information are the Confidential Information) learned or accessed in the signing and performance of this Agreement; such Confidential Information shall may not be disclosed, given or transferred to any a third party (including where the recipient of situation that the Confidential Information merges with, party receiving such information is merged withwith a third party or acquired by a third party, or is directly or indirectly controlled by a third party) without party directly or indirectly). Once the prior written consent of the provider of the Confidential Information. Upon the termination of this AgreementAgreement is terminated, Party A and Party B shall return any documentand all documents, material data or software containing the Confidential Information confidential information to the original owner or provider of Confidential Informationsuch information, or destroy such Confidential Information on their own after obtaining the same independently with the consent from the original owner or provider, including deleting any Confidential Information confidential information deleted from the relevant any memory devicedevices, and both parties shall not continue to use such Confidential Informationconfidential information. Party A and Party B shall should take necessary measures to only disclose the Confidential Information only confidential information to the employees, agents or professional advisors consultants of Party B who are necessary to learn know such information information, and shall cause such employees, agents or professional advisors of Party B consultants to observe the confidentiality obligation of confidentiality under this Agreementhereunder. Party A shall should sign concrete specific confidentiality agreement agreements with the Party B, and employees, agents or and professional advisors consultants of Party B to assure the compliance and implementation B, which should be observed by all partieseach party.
5.2 4.2 The aforesaid restriction above limitations do not apply to the following circumstances:
4.2.1 The information has become publicly available when being disclosed;
4.2.2 The information has become publicly available after being disclosed which is not applicable to:
5.2.1 Data that have come into the public domain at the time of disclosure;
5.2.2 Data that have come into the public domain after the disclosure not at by the fault of the recipient of the Confidential InformationParty A or Party B;
5.2.3 The recipient of Confidential Information 4.2.3 Party A or Party B can prove that it the information has learned such information prior to disclosure obtained before being disclosed and has the same were not obtained the data from other party directly or indirectly from the provider of Confidential Informationindirectly;
5.2.4 The recipient of Confidential Information has 4.2.4 Party A or Party B shall have the obligation to disclose the aforesaid Confidential Information information to relevant government authority, stock agencies or securities exchange or other parties agencies as required by laws law, or discloses Party A or Party B must disclose the same above confidential information to its their direct legal advisor adviser and financial advisor out of adviser in the need of normal operation;operation process.
5.3 4.3 Both Parties to parties agree that, no matter the Agreement agree that this Article is changed, cancelled or terminated, these provisions shall survive the change, termination or revocation of this Agreementremain in force.
Appears in 2 contracts
Samples: Exclusive Consulting and Services Agreement (NQ Mobile Inc.), Exclusive Technical Consulting Services Agreement (NetQin Mobile Inc.)
Confidentiality Clause. 5.1 1. Both Parties to Agreement parties confirm and agree that they will take every possible reasonable confidentiality measure the information under this agreement and the information and commercial information of the other Party (hereinafter referred to keep as the “disclosing Party”) known by one Party (hereinafter referred to as the “receiving Party”) through any means during the signing and performance of this agreement, including but not limited to the disclosing Party’s product information, finance, production process and service information, customers, purchase, trial production, test results, process and technical information, accounts, production and manufacture, promotion and sale, etc., are confidential the confidential data and information (hereinafter referred to as “Confidential Information”confidential information”).No matter in what medium the confidential information is kept, it is only the exclusive property of the disclosing Party.
2. When providing The receiving Party shall take all reasonable measures to prevent the data and disclosure of confidential information, including ensuring that only employees and directors of the data receiving Party (hereinafter referred to as “representatives”) who are required to have certain confidential information due to their duties can have access to confidential information, and information provider shall explicitly notify instruct such representatives to keep confidential the other party confidential information. The Receiving Party undertakes that its representatives and any persons authorized by it shall sign a written agreement with it, requiring such data representatives and information are persons to abide by the Confidential Information) learned or accessed confidentiality obligation in accordance with the signing and performance terms of this Agreementagreement with a degree of strictness not less than that of this agreement; such Confidential Information shall not be disclosed, given or transferred and the receiver will implement necessary internal procedures to any third party (including where ensure the recipient confidentiality of the Confidential Information merges with, is merged with, or is directly or indirectly controlled by a third party) without relevant information.
3. Without the prior written consent of the provider disclosing Party, the receiving Party shall strictly abide by the confidentiality obligation after obtaining the confidential information. The receiving Party shall not disclose, disclose, disseminate or use the confidential information in any way except with the explicit consent of the Confidential Informationdisclosing Party. Upon Either complete information or partial information shall not be copied or copied by the receiving Party. Once this agreement is dissolved or terminated, the receiving Party must return or destroy the information. The Receiving Party shall not make any press release or public statement on the Disclosing Party or this Agreement, nor shall it refer to the Disclosing Party or this Agreement in any press release or public statement.
4. If laws and regulations or legal and effective orders issued by courts or government agencies with appropriate jurisdiction require the receiving Party to disclose confidential information of certain disclosing parties, the receiving Party shall promptly notify the disclosing Party in writing of the contents required to be disclosed and the relevant terms and conditions, so that k disclosing Party may seek protection orders or other appropriate relief measures from the appropriate authorities. The receiving Party agrees to cooperate with the disclosing Party in obtaining such protection orders or other relief measures. The receiving Party further agrees that if it is required to disclose the confidential information of the disclosing Party, it will only disclose the part required to be disclosed by law and make reasonable efforts to obtain reliable assurance that the confidential information will be treated confidentially.
5. The obligations stipulated in this article shall continue to be valid after the termination or expiration of this agreement, and the valid period shall be five years from the date of expiration or early termination of this Agreement, Party A and Party B shall return any document, material or software containing the Confidential Information to the original owner or provider of Confidential Information, or destroy such Confidential Information on their own after obtaining the consent from the original owner or provider, including deleting any Confidential Information from the relevant memory device, and shall not continue to use such Confidential Information. Party A and Party B shall take necessary measures to disclose the Confidential Information only to the employees, agents or professional advisors of Party B who are necessary to learn such information and cause such employees, agents or professional advisors of Party B to observe the obligation of confidentiality under this Agreement. Party A shall sign concrete confidentiality agreement with the employees, agents or professional advisors of Party B to assure the compliance and implementation by all partiesagreement.
5.2 The aforesaid restriction is not applicable to:
5.2.1 Data that have come into the public domain at the time of disclosure;
5.2.2 Data that have come into the public domain after the disclosure not at the fault of the recipient of the Confidential Information;
5.2.3 The recipient of Confidential Information can prove that it has learned such information prior to disclosure and has not obtained the data directly or indirectly from the provider of Confidential Information;
5.2.4 The recipient of Confidential Information has the obligation to disclose the aforesaid Confidential Information to relevant government authority, stock exchange or other parties as required by laws or discloses the same to its direct legal advisor and financial advisor out of the need of normal operation;
5.3 Both Parties to Agreement agree that this Article shall survive the change, termination or revocation of this Agreement.
Appears in 2 contracts
Samples: Distribution Agreement (EHang Holdings LTD), Distribution Agreement (EHang Holdings LTD)
Confidentiality Clause. 5.1 Both Parties to Agreement agree that they will take every possible reasonable confidentiality measure 19.1. Each Party agrees to keep strictly confidential and to use only for purposes of performing their respective obligations under the Agreement; any proprietary or confidential data and information of the other Party disclosed pursuant to the Agreement which is appropriately marked as confidential or which would reasonably be considered of a proprietary or confidential nature (hereinafter referred to as the “Confidential Information”). When providing The Platform and the data and information, the data and information provider shall explicitly notify the other party that such data and information Data are the at all times considered Confidential Information) learned or accessed in the signing and performance of this Agreement; such Confidential Information shall not be disclosed, given or transferred to any third party (including where the recipient of the Confidential Information merges with, is merged with, or is directly or indirectly controlled by a third party) without the prior written consent of the provider of the Confidential Information.
19.2. Upon the termination of this Agreement, Party A and Party B shall return any document, material or software containing the Confidential Information to the original owner or provider of Confidential Information, or destroy such Confidential Information on their own after obtaining the consent from the original owner or provider, including deleting any Confidential Information from the relevant memory device, and shall not continue to use such Confidential Information. Party A and Party B shall take necessary measures to disclose the Confidential Information only to the employees, agents or professional advisors of Party B who are necessary to learn such information and cause such employees, agents or professional advisors of Party B to observe the The obligation of confidentiality under this Agreement. Party A shall sign concrete confidentiality agreement with the employees, agents or professional advisors of Party B not apply to assure the compliance and implementation by all parties.
5.2 The aforesaid restriction is not applicable toinformation which:
5.2.1 Data that have come into 19.2.1. was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party;
19.2.2. becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party;
19.2.3. is already in the possession of the receiving Party and is not subject to confidentiality restrictions at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records immediately prior to the time of disclosure;
5.2.2 Data that have come into 19.2.4. is obtained by the public domain after receiving Party from a third Party without a breach of such third Party’s obligations of confidentiality; or
19.2.5. is independently developed by the disclosure not at receiving Party without use of or reference to the fault disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession.
19.3. All Confidential Information remains the property of the recipient disclosing Party. Upon any termination of the Agreement, the receiving Party will return and/or destroy all Confidential Information of the disclosing Party and all copies thereof in the possession or control of the receiving Party. The receiving Party will provide a certification of such return or destruction upon the disclosing Party’s request.
19.4. A receiving Party may disclose Confidential Information of the other Party if required by law or by a judicial and/or governmental order, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure and reasonable assistance in obtaining an order protecting the information from public disclosure.
19.5. Each Party agrees not to disclose any Confidential Information of the other Party to its employees, except to those employees of the receiving Party who are required to have the information in order to perform the Agreement (need-to-know basis). Each Party agrees to protect the confidentiality of and avoid disclosure and unauthorized use of the Confidential Information;
5.2.3 The recipient Information of the other Party. Without limiting the foregoing, each Party will take at least those measures that it takes to protect its own confidential information of a similar nature and will ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement consistent with the provisions hereof, prior to any disclosure of Confidential Information can prove that it has learned to such information prior to disclosure and has not obtained the data directly or indirectly from the provider of Confidential Information;
5.2.4 The recipient of Confidential Information has the obligation to disclose the aforesaid Confidential Information to relevant government authority, stock exchange or other parties as required by laws or discloses the same to its direct legal advisor and financial advisor out of the need of normal operation;
5.3 Both Parties to Agreement agree that this Article shall survive the change, termination or revocation of this Agreementemployees.
Appears in 2 contracts
Samples: Software License Agreement, Software License Agreement
Confidentiality Clause. 5.1 Both Parties Prior to Agreement agree that they will and during the term of the Agreement, either party (“disclosing party”) has disclosed or may disclose confidential information (including but not limited to business information, customer information, financial data, contracts, etc.) to the other party (“receiving party”). The receiving party must keep the confidential information confidential, and shall not use it for other purposes not clearly stipulated herein, except under the following conditions: (a) the receiving party has already mastered the information, with evidence in the form of written records made prior to the disclosure by the disclosing party; (b) the information becomes public knowledge currently or in the future otherwise than through the receiving party’s breach of the Agreement; (c) the information is obtained by the receiving party from a third party having no obligation of confidentiality with respect to such confidential information; and (d) the information is disclosed by either party as required by relevant laws, rules or regulatory agencies, or be disclosed to its legal or financial advisers by either party for normal operation.
5.2 Under the circumstance of not conflicting with Article 5.1, the Domestic Company agrees to make effort to take every possible all reasonable confidentiality measure measures to keep all confidential the confidential data materials and information (hereinafter referred to as “Confidential Informationconfidential information”. When providing the data and information, the data and information provider shall explicitly notify the other party that such data and information are the Confidential Information) learned known or accessed in to it due to receiving the signing exclusive consultation and performance of this Agreementservice from the Sole-funded Company confidential; such Confidential Information the Domestic Company shall not be discloseddisclose, given assign or transferred transfer such confidential information to any third party (including where the recipient of the Confidential Information merges withparty, is merged with, or is directly or indirectly controlled by a third party) without the prior written consent of the provider of the Confidential InformationSole-funded Company. Upon the termination of this the Agreement, Party A and Party B the Domestic Company shall return any documentor destroy all documents, material materials or software containing such confidential information as required by the Confidential Information to the original owner or provider of Confidential Information, or destroy such Confidential Information on their own after obtaining the consent Sole-funded Company and delete all confidential information from the original owner or provider, including deleting any Confidential Information from the relevant all memory device, devices and shall not continue to use such Confidential Information. Party A and Party B shall take necessary measures to disclose the Confidential Information only to the employees, agents or professional advisors of Party B who are necessary to learn such confidential information and cause such employees, agents or professional advisors of Party B to observe the obligation of confidentiality under this Agreement. Party A shall sign concrete confidentiality agreement with the employees, agents or professional advisors of Party B to assure the compliance and implementation by all partiescontinuously.
5.2 The aforesaid restriction is not applicable to:
5.2.1 Data that have come into the public domain at the time of disclosure;
5.2.2 Data that have come into the public domain after the disclosure not at the fault of the recipient of the Confidential Information;
5.2.3 The recipient of Confidential Information can prove that it has learned such information prior to disclosure and has not obtained the data directly or indirectly from the provider of Confidential Information;
5.2.4 The recipient of Confidential Information has the obligation to disclose the aforesaid Confidential Information to relevant government authority, stock exchange or other parties as required by laws or discloses the same to its direct legal advisor and financial advisor out of the need of normal operation;
5.3 Both Parties to parties agree that, no matter whether the Agreement agree that is changed, terminated or relieved, this Article shall survive the change, termination or revocation of this Agreementclause still remains valid.
Appears in 2 contracts
Samples: Exclusive Technology Consulting and Service Agreement (LightInTheBox Holding Co., Ltd.), Exclusive Technology Consulting and Service Agreement (LightInTheBox Holding Co., Ltd.)
Confidentiality Clause. 5.1 Both 9.1 An essential prerequisite for the Project and good cooperation under the Agreement is that the Parties can freely exchange ideas and information between each other. The exchange of ideas and information occurs with the clear expectation that the other Party do not disclose the recieved information to Agreement agree third parties and that the Parties do not unduly or improperly exploit or use such information for their own benefit. At the same time, it is a prerequisite that the Parties use the received information only for purposes within the framework of the Agreement.
9.2 The parties are therefore obliged to keep secret the Confidential Information received during the cooperation, so that this information does not come into the hands of unauthorized third party.The Parties shall ensure that persons involved in the cooperation are subject to the same confidentiality obligations as the Parties themselves. The Parties are particularly aware that they will take every possible reasonable confidentiality measure also want to keep confidential the confidential data ongoing and information (hereinafter referred daily discussions between the Parties secret.
9.3 The Confidential Information that the Parties receive from each other must only be used within the purpose of the Agreement and must not be used by a Party for any other purpose.
9.4 The confidentiality obligation does not include Confidential Information that at the time of disclusure was published or in any other way made available to as “Confidential Information”. When providing the data and public domain, that after the disclosure was published or in any other way made available to the public domain, without this being due to the recipient's breach of the confidentiality obligation, that at time of disclosure was rightfully in the receiving Party's possession without confidentiality restrictions, that was received from a third party who was entitled to lawfully disclose the information, that was subsequently developed independently of the data and cooperation under the Agreement by the receiving party, or that is or becomes subject to laws or regulations, public law decisions, judgments, orders, rulings, etc., that require the receiving party to disclose the information provider in whole or in part.
9.5 The receiving Party shall explicitly promptly notify the other party ceding Party in writing if the receiving Party intends to disclose information that such data and information are in their view is subject to the Confidential Information) learned or accessed exception in the signing and performance of this Agreement; such 9.4.
9.6 All Confidential Information shall remain the property of the Party concerned.
9.7 The confidentiality obligation under this provision ceases five years after the cooperation between the Parties has ended.
9.8 In the event that the information covered by the exception in item 9.4 or in the event that the confidentiality period expires, this Agreement does not be disclosedcontain a consent that the receiving Party may make use of material received in violation of other – including intellectual property – laws.
9.9 Upon termination of the cooperation, given or transferred to for any third party (reason, the receiving Party shall at the request of the ceding Party return all Confidential Information, including where the recipient all copies, transcripts, memos and other reproductions thereof. If return of the Confidential Information merges withis impractical, is merged with, or is directly or indirectly controlled by a third party) without the prior written consent of the provider of the Confidential Information. Upon the termination of this Agreement, receiving Party A and Party B shall return any document, material or software containing may instead destroy the Confidential Information to the original owner or provider of Confidential Information, or destroy such Confidential Information on their own after obtaining the consent from the original owner or provider, including deleting any Confidential Information from the relevant memory device, in a satisfactory and shall not continue to use such Confidential Information. Party A and Party B shall take necessary measures to disclose the Confidential Information only to the employees, agents or professional advisors of Party B who are necessary to learn such information and cause such employees, agents or professional advisors of Party B to observe the obligation of confidentiality under this Agreement. Party A shall sign concrete confidentiality agreement with the employees, agents or professional advisors of Party B to assure the compliance and implementation by all parties.
5.2 The aforesaid restriction is not applicable to:
5.2.1 Data that have come into the public domain at the time of disclosure;
5.2.2 Data that have come into the public domain after the disclosure not at the fault of the recipient of the Confidential Information;
5.2.3 The recipient of Confidential Information can prove that it has learned such information prior to disclosure and has not obtained the data directly or indirectly from the provider of Confidential Information;
5.2.4 The recipient of Confidential Information has the obligation to disclose the aforesaid Confidential Information to relevant government authority, stock exchange or other parties as required by laws or discloses the same to its direct legal advisor and financial advisor out of the need of normal operation;
5.3 Both Parties to Agreement agree that this Article shall survive the change, termination or revocation of this Agreement.safe manner
Appears in 1 contract
Samples: Cooperation Agreement
Confidentiality Clause. 5.1 Both Parties parties to Agreement agree that they will take every possible reasonable confidentiality measure to keep confidential the confidential data and information (hereinafter referred to as “Confidential Information”. When providing the data and information, the data and information provider shall explicitly notify the other party in writing that such data and information are the Confidential Information) learned or accessed in the signing and performance of this Agreement; such Confidential Information shall not be disclosed, given or transferred to any third party (including where the recipient of the Confidential Information merges with, is merged with, or is directly or indirectly controlled by a third party) without the prior written consent of the provider of the Confidential Information. Upon the termination of this Agreement, Party A and Party B shall return any document, material or software containing the Confidential Information to the original owner or provider of Confidential Information, or destroy such Confidential Information on their own after obtaining the consent from the original owner or provider, including deleting any Confidential Information from the relevant memory device, and shall not continue to use such Confidential Information. Party A and Party B shall take necessary measures to disclose the Confidential Information only to the employees, agents or professional advisors of Party B who are necessary to learn such information and cause such employees, agents or professional advisors of Party B to observe the obligation of confidentiality under this Agreement. Party A shall sign concrete confidentiality agreement with the employees, agents or professional advisors of Party B to assure the compliance and implementation by all parties.
5.2 The aforesaid restriction is not applicable to:
5.2.1 Data that have come into the public domain at the time of disclosure;
5.2.2 Data that have come into the public domain after the disclosure not at the fault of the recipient of the Confidential Information;
5.2.3 The recipient of Confidential Information can prove that it has learned such information prior to disclosure and has not obtained the data directly or indirectly from the provider of Confidential Information;
5.2.4 The recipient of Confidential Information has the obligation to disclose the aforesaid Confidential Information to relevant government authority, stock exchange or other parties as required by laws or discloses the same to its direct legal advisor and financial advisor out of the need of normal operation;
5.3 Both Parties parties to Agreement agree that this Article shall survive the change, termination or revocation of this Agreement.
Appears in 1 contract
Samples: Exclusive Technical and Consulting Service Agreement (YXT.COM GROUP HOLDING LTD)
Confidentiality Clause. 5.1 Both Parties parties to Agreement agree that they will take every possible reasonable confidentiality measure to keep confidential the confidential data and information (hereinafter referred to as “Confidential Information”. When providing the data and information, the data and information provider shall explicitly notify the other party in writing that such data and information are the Confidential Information) learned or accessed in the signing and performance of this Agreement; such Confidential Information shall not be disclosed, given or transferred to any third party (including where the recipient of the Confidential Information merges with, is merged with, or is directly or indirectly controlled by a third party) without the prior written consent of the provider of the Confidential Information. Upon the termination of this Agreement, Party A and Party B shall return any document, material or software containing the Confidential Information to the original owner or provider of Confidential Information, or destroy such Confidential Information on their own after obtaining the consent from the original owner or provider, including deleting any Confidential Information from the relevant memory device, and shall not continue to use such Confidential Information. Party A and Party B shall take necessary measures to disclose the Confidential Information only to the employees, agents or professional advisors of Party B who are necessary to learn such information and cause such employees, agents or professional advisors of Party B to observe the obligation of confidentiality under this Agreement. Party A shall sign concrete confidentiality agreement with the employees, agents or professional advisors of Party B to assure the compliance and implementation by all parties.
5.2 The aforesaid restriction is not applicable to:
5.2.1 Data that have come into the public domain at the time of disclosure;
5.2.2 Data that have come into the public domain after the time of disclosure not at the fault of the recipient of the Confidential Information;
5.2.3 The recipient of Confidential Information can prove that it the party has learned such information prior to disclosure and has not obtained the data directly or indirectly from the provider of Confidential Information;
5.2.4 The recipient of Confidential Information has the obligation to disclose the aforesaid Confidential Information to relevant government authority, stock exchange or other parties as required by laws or discloses the same to its direct legal advisor and financial advisor out of the need of normal operation;.
5.3 Both Parties to Agreement agree that this Article shall survive the change, termination or revocation of this Agreement.
Appears in 1 contract
Samples: Exclusive Technical and Consulting Service Agreement (YXT.COM GROUP HOLDING LTD)
Confidentiality Clause. 5.1 Both Parties 7.1 All parties acknowledge that in performing their obligations under this contract, they may obtain information belonging to Agreement agree the other party, its parent company, subsidiaries, affiliated institutions and branches, and associated companies, or any of their customers, which is proprietary, private, and highly confidential (“Confidential Information”). In this contract, Confidential Information includes any and all software programs, technical information, agreements, policies, customer lists, customer data, and any other data processing, research and development, trade secrets, or business affairs related to the other party (or third party). However, Confidential Information does not include the following information: (1) information that they the receiving party has lawfully obtained and is not subject to confidentiality obligations before receiving it from the disclosing party; (2) information that has been made public without fault on the part of the receiving party; and (3) information that the receiving party independently obtains from a third party without a confidentiality obligation.
7.2 The receiving party declares and warrants that it will take every possible reasonable confidentiality measure only allow its representatives (as defined below) to keep confidential access the confidential data Confidential Information to fulfill its obligations under this contract. The receiving party agrees to notify its directors, employees, senior executives, affiliated institutions, members, agents, and information contractors (hereinafter collectively referred to as “Confidential InformationRepresentatives”. When providing ) of this requirement to maintain the data and information, the data and information provider shall explicitly notify the other party that such data and information are confidentiality of the Confidential Information) learned Information and shall be responsible for any unauthorized disclosure of such information by these individuals or accessed in entities. Without the signing and performance written consent of this Agreement; such the disclosing party, neither the receiving party nor its representatives shall disseminate or further copy, replicate, distribute, or convey the Confidential Information shall not be disclosed, given or transferred to any third party (including where the recipient of by any means.
7.3 The receiving party further agrees that the Confidential Information merges with, is merged with, or is directly or indirectly controlled by a third party) without received remains the prior written consent property of the provider of other party and shall be promptly returned to the Confidential Information. Upon other party or destroyed as requested by the other party (or if not requested before the termination of this Agreementagreement, Party A upon termination of this agreement). The receiving party acknowledges that a breach of the confidentiality provisions of this agreement may cause serious and Party B shall return any document, material or software containing the Confidential Information irreparable harm to the original owner or provider other party for which there may be no adequate remedy at law. In the event of Confidential Informationsuch a breach, in addition to seeking any monetary damages, the other party shall have the right to seek injunctive relief in any court of competent jurisdiction.
7.4 Both parties shall maintain the confidentiality of each other’s technical secrets and business information obtained during the cooperation process. This obligation shall not be extinguished by any changes, termination, or destroy such Confidential Information on their own after obtaining the consent from the original owner or provider, including deleting any Confidential Information from the relevant memory device, and shall not continue to use such Confidential Information. Party A and Party B shall take necessary measures to disclose the Confidential Information only to the employees, agents or professional advisors of Party B who are necessary to learn such information and cause such employees, agents or professional advisors of Party B to observe the obligation of confidentiality under this Agreement. Party A shall sign concrete confidentiality agreement with the employees, agents or professional advisors of Party B to assure the compliance and implementation by all parties.
5.2 The aforesaid restriction is not applicable to:
5.2.1 Data that have come into the public domain at the time of disclosure;
5.2.2 Data that have come into the public domain after the disclosure not at the fault of the recipient of the Confidential Information;
5.2.3 The recipient of Confidential Information can prove that it has learned such information prior to disclosure and has not obtained the data directly or indirectly from the provider of Confidential Information;
5.2.4 The recipient of Confidential Information has the obligation to disclose the aforesaid Confidential Information to relevant government authority, stock exchange or other parties as required by laws or discloses the same to its direct legal advisor and financial advisor out of the need of normal operation;
5.3 Both Parties to Agreement agree that this Article shall survive the change, termination or revocation expiration of this Agreementagreement.
Appears in 1 contract
Samples: Technical Service Framework Agreement (Solowin Holdings, Ltd.)
Confidentiality Clause. 5.1 Both a. During the term of the Project and for a period of three (3) years thereafter, the Parties to Agreement agree that they will take every possible reasonable confidentiality measure to keep shall treat as confidential the confidential data and information (hereinafter referred to as “Confidential Information”. When providing the data and any document, information, Knowledge, Pre-existing Know-How or other material which is designated as proprietary by the data disclosing Party by an appropriate stamp, legend or any other notice in writing, or when disclosed orally, has been identified as confidential at the time of disclosure and has been promptly (thirty (30) days at the latest) confirmed and designated in writing as confidential information provider shall explicitly notify by the other party that such data disclosing Party. Accordingly, each Party undertakes (in addition and information are without prejudice to any commitment under the Confidential InformationXX Xxxxx Agreement) learned or accessed in that:
1. the signing and performance of this Agreement; such Confidential Information receiving Party shall not be discloseduse any such information for any purpose other than in accordance with the terms of the XX Xxxxx Agreement and this Consortium Agreement, given or transferred and
2. the receiving Party shall not disclose any such confidential information to any third party (including except with the disclosing Party’s prior written consent, and
3. such information shall neither be copied, nor otherwise reproduced nor duplicated in whole or in part where such copying, reproduction or duplication has not been specifically authorized in writing by the recipient disclosing Party.
4. the receiving Party shall ensure that internal distribution of the Confidential Information merges with, is merged with, or is directly or indirectly controlled by received from an other Party shall take place on a third party) without strict need-to-know basis;
5. the prior written consent of the provider of the Confidential Information. Upon the termination of this Agreement, receiving Party A and Party B shall return any document, material or software containing to the disclosing Party on demand all Confidential Information which has been supplied to the original owner or provider of Confidential Information, or destroy such Confidential Information on their own after obtaining the consent from the original owner or provider, receiving Party including deleting any Confidential Information from the relevant memory device, all copies thereof and shall not continue to use such Confidential Informationall reasonable endeavours to delete all information stored in a machine readable form. If needed for the recording of ongoing obligations, the receiving Party A and Party B shall take necessary measures may however request to disclose the Confidential Information only to the employees, agents or professional advisors of Party B who are necessary to learn such information and cause such employees, agents or professional advisors of Party B to observe the obligation of confidentiality under this Agreement. Party A shall sign concrete confidentiality agreement with the employees, agents or professional advisors of Party B to assure the compliance and implementation by all partieskeep a copy for archival purposes only.
5.2 The aforesaid restriction is not applicable tob. No obligation shall apply to any such information:
5.2.1 Data that have 1. has come into the public domain at the time of disclosure;
5.2.2 Data that have come into the public domain prior to, or after the disclosure not at the fault thereof and in such case through no wrongful act of the recipient receiving Party; or
2. is already known to the receiving Party, as evidenced by written documentation in the files of the receiving Party; or
3. has been lawfully received from a Party without restrictions or breach of this Consortium Agreement; or
4. has been or is published without violation of this Agreement; or
5. is independently developed in good faith by employees of the receiving Party who did not have access to the Confidential Information; or
6. is not properly designated or confirmed as confidential.
c. The Parties shall impose the same obligations on their employees, who obtain knowledge of confidential information, as far as legally possible even for the time after the end or after the termination of employment.
d. Each Party agrees that nothing shall prevent the communication of information
1. as is needed to be communicated to comply with applicable laws or regulations or with a court of administrative order provided that insofar as reasonably possible the complying Party shall have informed the owner of the information of such need and shall have complied with such owner's reasonable instructions designed to protect the confidentiality of such information;
5.2.3 The recipient of Confidential Information can prove that it has learned such information prior 2. to disclosure and has not obtained any Affiliate or to any other third party (including the data directly or indirectly from European Commission) insofar as needed for the provider of Confidential Information;
5.2.4 The recipient of Confidential Information has the obligation to disclose the aforesaid Confidential Information to relevant government authority, stock exchange or other parties as required by laws or discloses the same to its direct legal advisor and financial advisor proper carrying out of the need XX Xxxxx Agreement and/or this Consortium Agreement, provided that the disclosing party will use reasonable endeavours to procure due observance and performance by such third party of normal operation;
5.3 Both Parties the undertakings referred to Agreement agree that in this Article shall survive and all relevant undertakings in the change, termination or revocation of this XX Xxxxx Agreement.
Appears in 1 contract
Samples: Consortium Agreement
Confidentiality Clause. 5.1 Both The Parties to Agreement acknowledge and agree that they will take every possible reasonable confidential information shall refer to the information of the License Software and Licensed Document that is disclosed by Party A to Party B or that Party A gets Party B to have access to. Party B shall maintain the confidentiality measure to keep confidential of the confidential data information, shall protect the confidential information of Party A with measures not less than those for protecting its own confidential data, and shall do its duty not less than a reasonable standard of care to avoid the unauthorized disclosure and use of the confidential information. The above confidential obligations of Party B shall remain valid within five years after the disclosure of the confidential information (hereinafter referred and the confidential obligations with respect to as “Confidential Information”the source code and datasheet persist forever. Party B may not disclose the confidential information of Party A to any person nor advise any person with such confidential information, except for the disclosure of the confidential information of Party A on a must-known basis to its directors, management, employees, agents and other contractual parties that are involved in performing the matters within the scope authorized herein. Before disclosing the confidential information of Party A to the afore-said persons, Party B must conclude therewith a written confidentiality obligation agreement at least with the standards hereof. When providing learning of any actual or potential misuse of, infringement upon, or unauthorized disclosure, of the data and informationconfidential information of Party A, Party B shall immediately notify Party A in writing.
(1) Under any of the data and following circumstances, Party B may disclose the confidential information provider of Party A:
(a) Party B shall explicitly immediately notify Party A when it learns that it must disclose the other party confidential information of Party A due to the requirement of court or law and, on the precondition that such data and information are it causes Party A to have reasonable opportunity to assert limiting the Confidential Information) learned or accessed in the signing and performance of this Agreement; such Confidential Information shall not be disclosed, given or transferred to any third party disclosure scope (including where but not limited to seeking a protective order), disclose, within a necessary scope, to the recipient of the Confidential Information merges with, is merged with, court or is directly or indirectly controlled by a third partyperson provided by law.
(b) without Party B may make disclosure to a third person with the prior written consent of Party A.
(2) The confidentiality obligation in this Section shall not apply to the provider data set forth in the following paragraphs:
(a) Such confidential information that has been known by Party B before disclosure on the precondition that Party B is not bound by confidentiality obligation.
(b) Confidential information that has entered the public domain when or after Party B receives such information without breaching the confidential obligation herein.
(c) Information received by Party B from a third person without violating the confidentiality obligation herein.
(d) Information independently developed by Party B without reference to or use of the Confidential Information. Upon confidential information of Party A.
(3) After the termination of the licensing in this AgreementAgreement pursuant to the provisions of Section 11, Party A and Party B shall immediately return any document, material or software containing the Confidential Information to the original owner or provider of Confidential Information, or destroy such Confidential Information on their own after obtaining the consent from the original owner or provider, including deleting any Confidential Information from the relevant memory device, and shall not continue to use such Confidential Information. Party A and Party B shall take necessary measures to disclose the Confidential Information only to the employees, agents or professional advisors of Party B who are necessary to learn such all confidential information and cause such employees, agents or professional advisors of Party B to observe the obligation of confidentiality under this Agreement. Party A shall sign concrete confidentiality agreement with the employees, agents or professional advisors of Party B to assure the compliance and implementation by all partiesduplicates.
5.2 The aforesaid restriction is not applicable to:
5.2.1 Data that have come into the public domain at the time of disclosure;
5.2.2 Data that have come into the public domain after the disclosure not at the fault of the recipient of the Confidential Information;
5.2.3 The recipient of Confidential Information can prove that it has learned such information prior to disclosure and has not obtained the data directly or indirectly from the provider of Confidential Information;
5.2.4 The recipient of Confidential Information has the obligation to disclose the aforesaid Confidential Information to relevant government authority, stock exchange or other parties as required by laws or discloses the same to its direct legal advisor and financial advisor out of the need of normal operation;
5.3 Both Parties to Agreement agree that this Article shall survive the change, termination or revocation of this Agreement.
Appears in 1 contract
Samples: Software License Agreement (China Techfaith Wireless Communication Technology LTD)
Confidentiality Clause. 5.1 Both Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all business secrets, proprietary information, customer information and all other information of a confidential nature concerning the other Parties to known by it during the execution and performance of this Agreement agree that they will take every possible reasonable confidentiality measure to keep confidential (collectively, the confidential data and information (hereinafter referred to as “Confidential Information”). When providing Unless a prior written consent is obtained from the data Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties in accordance with relevant laws, rules and informationregulations (including those of the United States Securities and Exchange Commission) or the requirements of the place where any affiliate is listed on a stock exchange, the data and information provider shall explicitly notify the other party that such data and information are Party receiving the Confidential InformationInformation (the “Receiving Party”) learned or accessed in the signing and performance of this Agreement; such Confidential Information shall not be disclosed, given or transferred disclose to any third party (including where the recipient of the any Confidential Information. The Receiving Party shall not use any Confidential Information merges with, is merged with, or is directly or indirectly controlled by a third party) without other than for the prior written consent purpose of the provider performing this Agreement.
5.2 The following information shall not be deemed part of the Confidential Information:
(a) Any information that has been lawfully acquired by the receiving Party prior to entering into the Agreement as evidenced by other written documents;
(b) Any information entering the public domain not attributable to the fault of the Party receiving the information; or
(c) Any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
5.3 For purposes of performing this Agreement, the Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. Upon However, the Receiving Party shall ensure that the aforesaid persons shall comply with all relevant terms and conditions of this Article 5. In addition, the Receiving Party shall be responsible for any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 5.
5.4 Notwithstanding any other provision contained herein, the effect of this Article 5 shall not be affected by the termination of this Agreement, Party A and Party B shall return any document, material or software containing the Confidential Information to the original owner or provider of Confidential Information, or destroy such Confidential Information on their own after obtaining the consent from the original owner or provider, including deleting any Confidential Information from the relevant memory device, and shall not continue to use such Confidential Information. Party A and Party B shall take necessary measures to disclose the Confidential Information only to the employees, agents or professional advisors of Party B who are necessary to learn such information and cause such employees, agents or professional advisors of Party B to observe the obligation of confidentiality under this Agreement. Party A shall sign concrete confidentiality agreement with the employees, agents or professional advisors of Party B to assure the compliance and implementation by all parties.
5.2 The aforesaid restriction is not applicable to:
5.2.1 Data that have come into the public domain at the time of disclosure;
5.2.2 Data that have come into the public domain after the disclosure not at the fault of the recipient of the Confidential Information;
5.2.3 The recipient of Confidential Information can prove that it has learned such information prior to disclosure and has not obtained the data directly or indirectly from the provider of Confidential Information;
5.2.4 The recipient of Confidential Information has the obligation to disclose the aforesaid Confidential Information to relevant government authority, stock exchange or other parties as required by laws or discloses the same to its direct legal advisor and financial advisor out of the need of normal operation;
5.3 Both Parties to Agreement agree that this Article shall survive the change, termination or revocation of this Agreement.
Appears in 1 contract
Confidentiality Clause. 5.1 Both 1. The Parties are not entitled to Agreement agree that they will take every possible reasonable confidentiality measure to keep confidential the confidential data and information (hereinafter referred to as “Confidential Information”. When providing the data and information, the data and information provider shall explicitly notify the other party that such data and information are the Confidential Information) learned or accessed in the signing and performance of this Agreement; such Confidential Information shall not be disclosed, given or transferred disclose to any third party (including where the recipient non-public information they obtained or shall obtain during mutual cooperation, and the information relating to entering into this Contract and its content. This does not apply if the information is disclosed to the employees of the Confidential Information merges with, is merged withcontracting party for the purpose of implementation hereof on the need- to-know basis, or to other individuals (information processors) involved in implementation hereof, under the same terms as laid down for the Parties hereto and always within the minimum scope necessary for due fulfilment hereof.
2. The Contracting Parties are liable to assure compliance with the liability pursuant to this Article of all individuals to whom the non-public information is directly disclosed pursuant to the previous sentence. Violation of the confidentiality commitment by these individuals shall be deemed violation by the Party disclosing the information to them.
3. Confidential information is any information mutually provided in written, oral, visual, electronic, or indirectly controlled by a other format as well as know-how which has actual or potential value and which is not commonly available in the respective business circles, and further information which is designated in writing as confidential (abbreviation "DIS") or which may be assumed to be confidential information due to the nature of the respective matter.
4. In this regard, the Parties undertake:
a) Not to disclose confidential information to any third party;
b) Ensure that the confidential information is not disclosed to third parties;
c) Secure the data in any form, including their copies, which include confidential information, against third party abuse and loss.
5. The obligation to protect confidential information does not apply to the following cases:
a) The respective Contracting Party proves that the given information is available to the public without this availability being caused by the prior written consent same Contracting Party;
b) If the Contracting Party is able to demonstrate that the given information was available to it before the date of disclosure of the provider information by the other Party and that it did not acquire it in violation of the Confidential Information. Upon law;
c) If the termination of this Agreement, Contracting Party A and Party B shall return any document, material or software containing the Confidential Information to the original owner or provider of Confidential Information, or destroy such Confidential Information on their own after obtaining the consent obtains a written approval from the original owner or provider, including deleting any Confidential Information from the relevant memory device, and shall not continue to use such Confidential Information. Party A and Party B shall take necessary measures other party to disclose the Confidential Information only information further;
d) If the law or a binding decision of the respective public authority requires the information to be disclosed;
e) An auditor performs audit at one of the employees, agents or professional advisors of Party B who are necessary to learn such information and cause such employees, agents or professional advisors of Party B to observe the obligation of confidentiality under this Agreement. Party A shall sign concrete confidentiality agreement with the employees, agents or professional advisors of Party B to assure the compliance and implementation by all partiescontracting parties based on authorization specified in applicable legal regulations.
5.2 6. The aforesaid restriction is not applicable Party undertakes, upon the request of the other Party, to:
5.2.1 Data that have come into a) Return all the non-public domain at information which was handed over to it in a “material form” (especially in writing or electronically) and any other materials containing or implying the time of disclosurenon-public information;
5.2.2 Data that have come into b) Return or destroy copies, extracts or other entire or partial reproductions or records of non-public information;
c) Destroy without undue delay all documents, memoranda, notes and other written materials elaborated on the public domain after the disclosure not at the fault basis of the recipient non-public information;
d) Destroy materials stored in computers, text editors, or other devices containing non- public information pursuant to this Contract. The Parties also undertake to ensure that the same shall be performed by any other individuals, to which the non-public information is disclosed by either Party.
7. The employee of the Confidential Information;liable Party authorised to destroy the documents in the sense of the previous paragraph shall confirm the destruction in request of the other Party in writing.
5.2.3 8. In case that either of the Contracting Parties or their employees of other individuals (information processors) become aware in a credible manner or if they have a reasonable suspicion that the confidential information has been disclosed to an unauthorized party, they shall be bound to inform the other Contracting Party of such a fact without undue delay.
9. The recipient of Confidential Information can prove that it has learned such information prior to disclosure and has confidentiality obligation is not obtained the data directly or indirectly from the provider of Confidential Information;
5.2.4 time-limited. The recipient of Confidential Information has the obligation to disclose maintain confidentiality of non-public information acquired within the aforesaid Confidential Information to relevant government authority, stock exchange framework of cooperation with the other Contracting Party lasts even after this Contract is terminated or other parties as required by laws or discloses the same to its direct legal advisor and financial advisor out expires. The confidentiality commitment shall pass onto any potential successors of the need of normal operation;
5.3 Both Parties to Agreement agree that this Article shall survive the change, termination or revocation of this AgreementContracting Parties.
Appears in 1 contract
Confidentiality Clause. 5.1 Both Parties to Agreement agree that they will take every possible reasonable confidentiality measure Any Party (“Recipient”) is obligated to keep confidential the confidential data contents of this Agreement and trade secrets and technical secrets of the other Party (“the Disclosing Party”) obtained by the Recipient during performance hereof, including but not limited to the content of this Agreement and any supplementary agreement, other documents and materials arising during the cooperation process, the documents and materials of the Disclosing Party or its affiliates, information (hereinafter referred about registered member and financial information, technical information, operating information, customer information, etc. The Recipient shall not disclose the contents of this Agreement and the trade secrets and technical secrets of the Disclosing Party known to as “Confidential Information”. When the Recipient to or otherwise notify any party other than the Parties hereto of said content and secrets or use said content and secrets for any other purpose other than performing this Agreement, except for disclosure required by applicable laws, regulations or other administrative rules, court, government department or securities exchange and other competent authorities; if disclosure is required to be made due to a reason other than the foregoing, the Recipient shall notify the Disclosing Party of such disclosure in writing at least one working day in advance, providing the data Disclosing Party with a reasonable opportunity to express an opinion on the content intended to be disclosed and informationenabling the Disclosing Party to seek a protective order or to prevent such disclosure, and the data Parties shall jointly endeavor, without violating laws and regulations, to avoid or reduce losses or the adverse impact resulting disclosure of such information provider as much as possible. The Recipient shall explicitly notify limit disclosure only to the other party minimum scope required by such order or relevant provisions, and shall make truthful disclosure, and may not make false or misleading disclosure, and the Recipient shall use its best efforts to ensure that such data and information are the Confidential Information) learned or accessed in the signing and performance of this Agreement; such Confidential Information shall not be disclosed, given or transferred to any third party (including where the recipient of the Confidential Information merges with, is merged with, or is directly or indirectly controlled by a third party) without information so disclosed keeps such information strictly confidential. Unless the prior written consent effective order of the provider of court or government department makes clear the Confidential Informationcontents required to be disclosed and such written order has been produced by the Recipient to the Disclosing Party, other contents to be disclosed shall not be disclosed unless recognized by the Parties in writing. Upon In particular, the termination circumstance under which Party B may disclose information as published by Party B in accordance with its website and as provided for in the Alipay Service Agreement signed by Party B and Party A and published on Party B’s website is not bound by the confidentiality provisions of this Agreement.
5.2 The Parties shall take all reasonable necessary steps to ensure they (and their respective employees) abide by the aforesaid provisions so as to prevent all information received by them from being disseminated, transmitted, disclosed to, reproduced, abused or accessed by unrelated personnel. The Parties shall take reasonable precautions to protect confidential information, and such precautions shall be at least as material as the measures adopted for its own confidential information, provided that they shall not be less than reasonable attention.
5.3 Before and after this Agreement is established, without a Party’s written consent, the other Party A may not hold a press conference to disclose or otherwise disclose that the Parties are cooperating and Party B shall return any document, material or software containing the Confidential Information to the original owner or provider of Confidential Information, or destroy such Confidential Information on their own after obtaining the consent content discussed.
5.4 These confidentiality provisions are valid from the original owner or provider, including deleting any Confidential Information from date of signing hereof until three years after the relevant memory device, and shall not continue to use such Confidential Informationexpiration hereof. Party A and Party B shall take necessary measures covenant to disclose the Confidential Information only continue to the employees, agents or professional advisors of Party B who are necessary to learn such information and cause such employees, agents or professional advisors of Party B to observe assume the obligation of confidentiality under this Agreementthese provisions upon termination hereof. Party A shall sign concrete confidentiality agreement with the employees, agents or professional advisors of and Party B are entitled to assure demand damages from the compliance and implementation other Party for all losses caused by all partiessuch Party’s intentional or negligent disclosure of trade secrets or technical secrets.
5.2 The aforesaid restriction is not applicable to:
5.2.1 Data 5.5 Party A covenants to strictly comply with these confidentiality provisions, and if Party B finds that Party A and its affiliates have come into breached the public domain at the time of disclosure;
5.2.2 Data that have come into the public domain after the disclosure not at the fault of the recipient of the Confidential Information;
5.2.3 The recipient of Confidential Information can prove that it has learned such information prior confidentiality provisions in any way, Party A shall pay to disclosure and has not obtained the data directly or indirectly from the provider of Confidential Information;
5.2.4 The recipient of Confidential Information has the obligation to disclose the aforesaid Confidential Information to relevant government authority, stock exchange or other parties Party B RMB[REDACTED]16 as required by laws or discloses the same to its direct legal advisor and financial advisor out of the need of normal operation;
5.3 Both Parties to Agreement agree that this Article shall survive the change, termination or revocation of this Agreementliquidated damages.
Appears in 1 contract
Confidentiality Clause. 5.1 Both The Parties are aware that information that will be treated as confidential may be exchanged between them in the course of rendering the performance hereunder. In particular, personal data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to Agreement agree that they will take every possible reasonable confidentiality measure the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation), as amended (hereinafter the “GDPR”), trade secrets within the meaning of the Civil Code, information explicitly labelled as confidential and any other information of a confidential nature with regard to its content is considered confidential. Each Party agrees to provide all cooperation necessary to ensure the protection of confidential information in line with applicable laws and arrangements between the Parties. The Provider therefore agrees, without limitation, to keep confidential the information confidential data and information (hereinafter referred to as “Confidential Information”. When providing the data and information, the data and information provider shall explicitly notify the other party that such data and information are the Confidential Information) learned or accessed in the signing and performance of this Agreement; such Confidential Information shall not be disclosed, given or transferred refrain from disclosing it to any third party (including where without the recipient Customer’s written consent. If the Provider discloses confidential information to a third party with the the Customer’s prior consent, the Provider is required to bind such third party in writing with the obligation to keep all the communicated facts confidential to the extent similar to this Article of the Confidential Information merges with, is merged with, or is directly or indirectly controlled Framework Agreement. Members of the implementation team are bound by a third party) without similar obligation if, with the prior written consent Customer’s consent, they disclose confidential information to the Provider’s employees who are not members of the provider of implementation team; the Confidential InformationProvider is the party responsible for the compliance with this obligation. Upon The obligation to keep confidential information confidential applies throughout the termination entire term of this Agreement, Framework Agreement and for five (5) years after its termination. Information disclosed and made available by the other Party A and Party B shall return any document, material or software containing the Confidential Information to the original owner or provider of Confidential Information, or destroy such Confidential Information on their own after obtaining the consent from the original owner or provider, including deleting any Confidential Information from the relevant memory device, and shall not continue to use such Confidential Information. Party A and Party B shall take necessary measures to disclose the Confidential Information only to the employees, agents or professional advisors of Party B who are necessary to learn such information and cause such employees, agents or professional advisors of Party B to observe the obligation of confidentiality under this Agreement. Party A shall sign concrete confidentiality agreement with the employees, agents or professional advisors of Party B to assure the compliance and implementation by all parties.
5.2 The aforesaid restriction is not applicable to:
5.2.1 Data that have come into the to be deemed confidential if: it is or becomes a public domain at the time of disclosure;
5.2.2 Data that have come into the public domain after the disclosure but not at through the fault of the recipient receiving Party; it was already known to the receiving Party at the time it is disclosed to it by the other Party, provided that this can be demonstrated by written documents; it was obtained independently by the receiving Party without reference to or use of the Confidential Information;
5.2.3 The recipient of Confidential Information can prove that it has learned such information prior to disclosure and has not obtained the data directly or indirectly received from the provider disclosing Party; the receiving Party has lawfully received it from a third party or if the receiving Party is required by law to disclose such information. The Parties agree that should either of Confidential Information;
5.2.4 The recipient them be ordered by a court or administrative authority to disclose confidential information, such Party will, without undue delay, inform the other Party of Confidential Information has the obligation such an order or request and such Party shall be entitled to disclose the aforesaid Confidential Information information or any part thereof only after taking necessary measures to relevant government authority, stock exchange prevent the misuse or other parties as required by laws or discloses the same to its direct legal advisor and financial advisor out disclosure of the need confidential information to third parties. No public statement concerning this Framework Agreement may be made without the other Party’s prior written consent to the text of normal operation;
5.3 Both such statement. After the consulting services under the particular individual agreement are provided, the Provider is required to return to the Customer, within thirty (30) calendar days, all material made available to it to render the performance that could contain confidential information or facts that constitute trade secret, including any copies thereof, unless agreed otherwise in writing. A Handover Protocol shall be made to certify the handover and acceptance of the material. The Provider Provider is the party responsible for drafting the protocol. The Provider agrees to take technical and organizational measures to prevent unauthorized or accidental disclosure, communication, alteration, destruction, loss or unauthorized transmission, as well as any other misuse by a third party of information that constitutes a part of a trade secret or has the nature of confidential information. The Parties reserve the right to withdraw from this Framework Agreement if they find and manage to prove that the other Party has breached the confidentiality obligation hereunder. Such withdrawal is without prejudice to the Provider’s obligation to pay a contractual penalty under Article VI(1)(b) hereof. Any advice given by the Provider to the Customer will be confidential and will solely cater to the benefit of the Customer (or its affiliates) and will not be relied upon by any other party. No reference may be made to the Provider, its role or its advice, nor its advice may be communicated to any other party (other than your directors, officers, employees and/or your professional advisers on a need-to-know and confidential basis only) without the Provider’s prior written consent which should not be unreasonably withheld, except (i) in cases where the law or regulation requires disclosure of the role of the Provider and its advice to any governmental or regulatory authority or agency – under such circumstances you agree that this Article shall survive to give timely (if possible) prior written notice to the change, termination Provider of the request for such disclosure – or revocation (ii) if the nature of this Agreementthe matter so requires.
Appears in 1 contract
Samples: Framework Agreement for Investment and Financial Consulting Services
Confidentiality Clause. 5.1 Both The Parties to Agreement agree that the Party which receives certain information from the other Party for the purpose of or in connection with the performance of the Contract is the recipient of that information (hereinafter Recipient) and the Party which discloses such information is the discloser of that information (hereinafter Discloser). Confidential Information, subject to Section 5, shall mean any information or material communicated or disclosed by one Party to the other Party in any form (whether written, oral or otherwise) subject to an obligation of confidentiality. Whenever confidentiality or secrecy is referred to in this Section, it shall also mean secrecy and secrecy respectively. Reservation of the confidentiality obligation must be made in writing. Information which, at the time of disclosure to the Recipient, was already known to the public, and information which, after disclosure to the Recipient, became known to the public for reasons beyond the control of the Recipient, shall not be deemed to be confidential information. The Parties undertake and confirm that any Confidential Information disclosed by the other Party will be kept in complete secrecy and confidentiality, will be used and exploited solely for the purpose of the performance of the Contract, and will not be communicated or disclosed to any third party - with the exception of employees, associates of the Parties and other persons used by the Parties on the occasion of and to the extent necessary for the performance of the Contract, except with the written consent of the other Party. At the same time, the parties confirm that each of them will be released from the obligation of confidentiality in the event that they are obliged to provide certain information to the authorities authorised to do so under mandatory legal provisions. The Parties agree at the same time that the Recipient to whom the authorised body requests the transmission or disclosure of information restricted as confidential by the Discloser shall promptly inform the Discloser of the request for transmission of the information received and shall make such transmission only to the extent of the request received. Each Party undertakes to maintain the confidentiality of the other Party's confidential information during and after the termination of the Contract, unless otherwise required by mandatory legal provisions. Collaborators will be informed of the need to keep confidential information confidential. The parties are responsible to each other for compliance with the confidentiality rules by the collaborators as for their own acts and omissions. The recipient is obliged to: to take every possible reasonable confidentiality measure the utmost care to protect confidential information from illegal dissemination, promptly inform the Discloser of any breach of the obligation to keep confidential the confidential data and information received. The parties undertake to comply with the provisions of the Act of 16.04.1993 on Combating Unfair Competition (hereinafter referred i.e. Journal of Laws 2022, item 1233 as amended) with regard to as “Confidential Information”the preservation of business secrets. When providing In the data and informationevent of the collection or storage of the other Party's confidential information on servers or computers, each Party undertakes to safeguard such information in accordance with applicable law. In the event of a breach by the Recipient of the provisions of this Section, the data and information provider Discloser shall explicitly notify have the other party that such data and information are the Confidential Information) learned or accessed in the signing and performance of this Agreement; such Confidential Information shall not be disclosed, given or transferred right to any third party (including where the recipient of the Confidential Information merges with, is merged with, or is directly or indirectly controlled by a third party) without the prior written consent of the provider of the Confidential Information. Upon the termination of this Agreement, Party A and Party B shall return any document, material or software containing the Confidential Information to the original owner or provider of Confidential Information, or destroy such Confidential Information claim damages on their own after obtaining the consent from the original owner or provider, including deleting any Confidential Information from the relevant memory device, and shall not continue to use such Confidential Information. Party A and Party B shall take necessary measures to disclose the Confidential Information only to the employees, agents or professional advisors of Party B who are necessary to learn such information and cause such employees, agents or professional advisors of Party B to observe the obligation of confidentiality under this Agreement. Party A shall sign concrete confidentiality agreement with the employees, agents or professional advisors of Party B to assure the compliance and implementation by all partiesgeneral principles.
5.2 The aforesaid restriction is not applicable to:
5.2.1 Data that have come into the public domain at the time of disclosure;
5.2.2 Data that have come into the public domain after the disclosure not at the fault of the recipient of the Confidential Information;
5.2.3 The recipient of Confidential Information can prove that it has learned such information prior to disclosure and has not obtained the data directly or indirectly from the provider of Confidential Information;
5.2.4 The recipient of Confidential Information has the obligation to disclose the aforesaid Confidential Information to relevant government authority, stock exchange or other parties as required by laws or discloses the same to its direct legal advisor and financial advisor out of the need of normal operation;
5.3 Both Parties to Agreement agree that this Article shall survive the change, termination or revocation of this Agreement.
Appears in 1 contract
Samples: Software License Agreement