Confidentiality, Intellectual Property and Data Protection. Other than by statute, each party shall treat the Contract and any information it may have obtained or received in relation thereto or arising out of or in connection with the performance of the Contract or its negotiation or relating to the business or affairs of the other as private and confidential and neither party shall publish or disclose the same or any particulars thereof without the prior written consent of the other or as may be permitted under the later provision of this Clause. The obligations expressed in this Clause 2.29 shall not apply to any information which: is or subsequently comes into the public domain otherwise than by breach of this Clause is already in the possession of the receiving party without an accompanying obligation of confidentiality is obtained from a third party who is free to divulge the same is independently and lawfully developed by the recipient or its Sub-Supplier(s) outside the scope of this agreement So far as it may be necessary for the performance of the Supplier for the operation and maintenance of the subject matter of the Contract, each party may divulge any information to be kept confidential under this Clause 2.29 to their employees, agents and sub-Suppliers on a “need to know” basis but undertake that they will take all steps necessary to ensure compliance by such employees, agents, and sub-Suppliers with the obligations as to confidentiality expressed in this Clause, including without limitation incorporating such clauses into their own Agreements with such persons, and will be responsible to the other party for any failure by any employee, agent or sub-Supplier to comply with such obligations whether such employee, agent or sub-Supplier was aware of them or not. All intellectual property rights in all works or supplies provided under this Contract which are written or produced on a bespoke or customised basis, including, without limitation, all future such rights when the said works are created, shall be owned by the University and the Supplier shall ensure that it executes all documents necessary to affect such ownership. Where the Supplier provides existing intellectual property right protected material to the University under this Contract it shall disclose this to University, warrants it has the right to do so and shall fully indemnify and hold University harmless against all loss or liability arising from any third party intellectual property rights claims arising both from such existing material and...
Confidentiality, Intellectual Property and Data Protection. 10.1 Both Parties agree that they will keep confidential all information of a confidential or commercially sensitive nature that it obtains from the other Party (or from any person acting on behalf of the other Party) (“the Confidential Information”), and will use the Confidential Information solely to fulfil their respective obligations under the Terms or as may be required by law.
10.2 For the purposes of this Clause 10, the following will not be classified as Confidential Information:
10.2.1 information which is publicly known at the time of disclosure;
10.2.2 information which, after disclosure by either party, becomes publicly known other than through a breach of this contract;
10.2.3 information which either Party can demonstrate was already known to it prior to its disclosure by the other Party;
10.2.4 information which either Party can show was developed independently by its own employees, agents or subcontractors, who were not aware of the information disclosed by the other Party;
10.2.5 information which either Party can show was made available to it by a third party, who had the legal right to do so, and who had not imposed on that party any obligation of confidentiality.
10.3 Cedar will at the request of the Client use its best endeavours to ensure that the Candidate and/or Candidate’s Representative signs such confidentiality agreement(s) in favour of the Client as the Client may reasonably require.
Confidentiality, Intellectual Property and Data Protection. 18.1 The terms of this Framework Agreement and its Clauses, Schedules, Appendices, Annexures and Parts and all Confidential Information are confidential and shall not be disclosed by the Consultant to any third party without EEM's prior written consent provided that nothing in this Clause 18 shall prevent disclosure to the Consultant's insurers or professional advisers.
18.2 The obligations in Clause 18.1 do not apply to any information which is already in the public domain or to any information which came to the relevant party otherwise than in connection with the Consultant's involvement in the Services save where its entry into the public domain or its coming to the Consultant, was as a result of a breach by the Consultant of any contractual obligation.
18.3 The Consultant will take all reasonable steps to ensure that the Consultant's employees, agents and sub-contractors are bound by these confidentiality obligations.
18.4 The Consultant licences to EEM, with full title guarantee and free from all third party rights, the Intellectual Property Rights and all other rights in the Documents necessary for EEM to use the same for all reasonable purposes (other than manufacture) connected with this Framework Agreement.
18.5 The Consultant shall, promptly at EEM's request, do (or procure to be done) all such further acts and things and execute all such other documents as EEM may from time to time require for the purpose of securing for EEM the full benefit of this Framework Agreement.
18.6 The Consultant shall obtain waivers of any moral rights (including in any Document and in the Deliverables) to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Xxx 0000 or any similar provisions of law in any jurisdiction.
18.7 With respect to the parties' rights and obligations under this Framework Agreement, the parties agree that EEM is the Data Controller and that the Consultant is the Data Processor.
18.8 The Consultant shall:
18.8.1 process the Personal Data only on behalf of EEM, only for the purposes of performing this Framework Agreement and only in accordance with instructions contained in this Framework Agreement;
18.8.2 not otherwise modify, amend or alter the contents of the Personal Data or disclose or permit the disclosure of any of the Personal Data to any third party unless specifically authorised in writing by EEM;
18.8.3 at all times comply with the provisions of the Seventh D...
Confidentiality, Intellectual Property and Data Protection
