Confidentiality of Information Exchanged. (i) Subscriber acknowledges that all documents and information disclosed by Zoho under section 4.1, 4.2 and 4.3 and all interactions between the parties to the extent such interactions contain information about Zoho's systems and practices, including information observed or learnt by the auditor during audit and the draft and final reports ("Audit Information"), constitute Xxxx's confidential information. Subscriber understands that unauthorized access, use or disclosure of Audit Information may cause irreparable injury to Xxxx. Accordingly, Subscriber agrees to take, and to require the auditor engaged by Subscriber to take, reasonable measures to protect the confidentiality of the Audit Information from unauthorized access, use or disclosure.
(ii) Subscriber may use the audit reports only for the purposes of meeting its regulatory audit requirements or confirming compliance with the requirements of this Data Processing Agreement by Zoho.
Confidentiality of Information Exchanged. The Parties shall hold any and all information provided to it by the other Party under this Agreement, including without exclusion a Party’s technology, inventions, designs, drawings, processes, recipes, formulae, data, technical information, operational materials and the like, which may be disclosed by on Party to the other Party or received under this Agreement (collectively “Confidential Information”), in the strictest confidence. Neither Party shall disclose any Confidential Information, unless permitted hereunder, to any third party without the prior written consent from the Party to which the Confidential Information belongs. No Party shall make any use of the other Party’s Confidential Information during or after the termination or expiration of this Agreement, except as expressly permitted herein. Each Party acknowledges and understands that the Confidential Information is secret and valuable to the other Party. To protect the secrecy of the Confidential Information, each Party shall:
i. Limit access to all materials and physical items that document any of the Confidential Information, including documents, drawings, computer databases, electronic information, storage media, samples, and models solely to its employees, sales representatives and independent contractors who require such access to perform their duties under this Agreement; and
ii. Make all such employees, sales representatives and independent contractors aware of such Party’s obligations of confidentiality under this Agreement.
