Common use of Confidentiality Restrictions Clause in Contracts

Confidentiality Restrictions. Each Party shall use at least the same efforts that it uses to protect its own proprietary and confidential information (but not less than reasonable care) to: (a) hold the Confidential Information of the other Party in confidence and protect such Confidential Information from disclosure to third parties; (b) use and reproduce the Confidential Information of the other Party only for the purposes described herein; (c) restrict access to the Confidential Information of the other Party to such of its and its Affiliates’ respective personnel, agents, and consultants as have a need for access and who are subject to legally binding obligations of confidentiality substantially similar to those set forth herein; and (d) upon termination or expiration of this Agreement or the request of the other Party, return or destroy all Confidential Information of the other Party then in its possession or control; provided that any Confidential Information of the other Party held in archives or back-up systems of the Receiving Party shall be allowed to expire and be deleted or destroyed in accordance with the receiving Party’s reasonable archiving or backup policies that are consistent with industry standards. As between the Parties, each Party’s Confidential Information shall be and remain solely the property of such Party. A Receiving Party may disclose Confidential Information of the Disclosing Party only to those of its employees and advisors having a need to know such Confidential Information and shall take reasonable precautions to ensure that its employees comply with the provisions of this Section. Each Party may disclose Confidential Information of the other Party to the extent required by applicable law, regulation or legal process provided that the Receiving Party: (i) provides prompt legal notice to the extent permitted; (ii) provides reasonable assistance, at Disclosing Party’s cost, in the event the Disclosing Party wishes to oppose the disclosure; and (iii) limits the disclosure to that required by law, regulation or legal process. In the case of a breach of the confidentiality provisions of this Section, the Parties hereby agree that their respective remedies at law are inadequate, and consent to equitable enforcement of their obligations under said sections, by a court of appropriate equity jurisdiction hereunder.

Confidentiality Restrictions. Each Party shall use at least the same efforts that it uses to protect its own proprietary and confidential information (but not less than reasonable care) to: (a) hold the Confidential Information of the other Party in confidence and protect such Confidential Information from disclosure to third parties; (b) use and reproduce the Confidential Information of the other Party only for the purposes described herein; (c) restrict access to the Confidential Information of the other Party to such of its and its Affiliates’ respective personnel, agents, and consultants as have a need for access and who are subject to legally binding obligations of confidentiality substantially similar to those set forth herein; and (d) upon termination or expiration of this Agreement or the request of the other Party, return or destroy all Confidential Information of the other Party then in its possession or control; provided that any Confidential Information of the other Party held in archives or back-up systems of the Receiving Party shall be allowed to expire and be deleted or destroyed in accordance with the receiving Party’s reasonable archiving or backup policies that are consistent with industry standards. As between the Parties, each Party’s Confidential Information shall be and remain solely the property of such Party. A Receiving Party may disclose Confidential Information of the Disclosing Party only to those of its employees and advisors having a need to know such Confidential Information and shall take reasonable precautions to ensure that its employees comply with the provisions of this Section. Each Party may disclose Confidential Information of the other Party to the extent required by applicable law, regulation or legal process provided that the Receiving Party: (i) provides prompt legal notice to the extent permitted; (ii) provides reasonable assistance, at Disclosing Party’s cost, in the event the Disclosing Party wishes to oppose the disclosure; and (iii) limits the disclosure to that required by law, regulation or legal process. In the case of a breach of the confidentiality provisions of this Section, the Parties hereby agree that their respective remedies at law are inadequate, and consent to equitable enforcement of their obligations under said sections, by a court of appropriate equity jurisdiction hereunder. Client shall be solely responsible for any Client-initiated disclosures of Confidential Information through Licensed Products, including but not limited to, responses to supplier surveys from other parties using the Cloud Services and granting account access to additional users.

Confidentiality Restrictions. Each Party shall use at least the same efforts that it uses to protect its own proprietary and All non-public, confidential information of either Party (“Confidential Information”), including, but not less than reasonable carelimited to, such information about such Party’s business affairs, plans, forecasts, products, services, software, equipment, designs, prices, reports, processes, methodologies, confidential intellectual property, trade secrets, third-party confidential information, customer lists, marketing materials, and any other business information, in any form, disclosed by one Party (the “Disclosing Party”) to: (a) hold the Confidential Information of to the other Party (the “Receiving Party”), whether disclosed orally or disclosed or accessed in confidence written, electronic, or other form or media, or otherwise learned by the Receiving Party, in connection with this Agreement, and protect whether or not marked, designated, or otherwise identified as “confidential,” shall be maintained as confidential by the Receiving Party, be used solely as necessary in performing the Receiving Party’s obligations or exercising the Receiving Party’s rights this Agreement and may not be disclosed or copied by the Receiving Party unless authorized by the Disclosing Party in writing. The Receiving Party will limit dissemination of any such Confidential Information from disclosure (i) within its own organization to third parties; (b) use and reproduce individuals whose duties justify the Confidential Information of the other Party only for the purposes described herein; (c) restrict access need to the Confidential Information of the other Party to know such of its and its Affiliates’ respective personnel, agents, and consultants as have a need for access and who are subject to legally binding obligations of confidentiality substantially similar to those set forth hereininformation; and (dii) upon termination or expiration of this Agreement or the request to such other third parties and/or subcontractors of the other Receiving Party, return or destroy all required in the Receiving Party’s performance, necessarily requiring any such Confidential Information of the other Party then in its possession or control; provided that any Confidential Information of the other Party held in archives or back-up systems of the Information. The Receiving Party shall be allowed to expire and be deleted responsible for any disclosure or destroyed in accordance with the receiving Party’s reasonable archiving or backup policies that are consistent with industry standards. As between the Parties, each Party’s misuse of Confidential Information shall be and remain solely by any person to whom or to which the property of such Party. A Receiving Party may disclose makes Confidential Information available. The Receiving Party shall not use the Confidential Information of the Disclosing Party only to those for its own use nor for any third party (other than as designated by the Disclosing Party in writing) for any purpose whatsoever except in the performance of its employees and advisors having a need to know such Confidential Information and shall take reasonable precautions to ensure that its employees comply with the provisions of this Section. Each Party may disclose Confidential Information of the other Party to the extent required by applicable law, regulation or legal process provided that the Receiving Party’s obligations or exercise of the Receiving Party’s rights under this Agreement. The Receiving Party shall protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a reasonable degree of care. Confidential Information does not include any information that: (i) provides prompt legal notice is or becomes generally available to the extent permittedpublic other than as a result of the Receiving Party’s breach of this Agreement; (ii) provides reasonable assistance, at is obtained by the Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (iii) was in its possession prior to the Disclosing Party’s cost, in disclosure hereunder without a duty of confidentiality; or (iv) was or is independently developed by the event Receiving Party without using or referencing any of the Disclosing Party wishes to oppose the disclosure; and (iii) limits the disclosure to that required by law, regulation or legal process. In the case of a breach of the confidentiality provisions of this Section, the Parties hereby agree that their respective remedies at law are inadequate, and consent to equitable enforcement of their obligations under said sections, by a court of appropriate equity jurisdiction hereunderParty’s Confidential Information.

Confidentiality Restrictions. Each Party shall use at least the same efforts that it uses to protect its own proprietary and confidential information (but not less than reasonable care) to: (a) hold the Confidential Information Informa tion of the other Party in confidence and protect such Confidential Information from disclosure to third parties; (b) use and reproduce the Confidential Information of the other Party only for the purposes described herein; (c) restrict access to the Confidential Information of the other Party to such of its and its Affiliates’ respective personnel, agents, and consultants as have a need for access and who are subject to legally binding obligations of confidentiality substantially similar to those Master Agreement – OL 092019 Page 5 of 10 set forth herein; and (d) upon termination or expiration of this Agreement or the request of the other Party, return or destroy all Confidential Information of the other Party then in its possession or control; provided that any Confidential Information of the other Party held in archives or back-up systems of the Receiving Party shall be allowed to expire and be deleted or destroyed in accordance with the receiving Party’s reasonable archiving or backup policies that are consistent with industry standards. As between the Parties, each Party’s Confidential Information shall be and remain solely the property of such Party. A Receiving Party may disclose Confidential Information of the Disclosing Party only to those of its employees and advisors having a need to know such Confidential Information and shall take reasonable precautions to ensure that its employees comply with the provisions of this Section. Each Party may disclose Confidential Information of the other Party to the extent required by applicable law, regulation or legal process provided that the Receiving Party: (i) provides prompt legal notice to the extent permitted; (ii) provides reasonable assistance, at Disclosing Party’s cost, in the event the Disclosing Party wishes to oppose the disclosure; and (iii) limits the disclosure to that required by law, regulation or legal process. In the case of a breach of the confidentiality provisions of this Section, the Parties hereby agree that their respective remedies at law are inadequate, and consent to equitable enforcement of their obligations under said sections, by a court of appropriate equity jurisdiction hereunder.

Confidentiality Restrictions. (a) During the term of this Agreement and for two (2) years thereafter, each Party shall maintain in confidence and not disclose the other Party’s financial, technical, sales, marketing, development and personnel information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any such information, “Confidential Information”) other than for the Permitted Purpose or as otherwise permitted under the Purchase Agreement. Each Party shall use at least the same efforts that degree of care, but no less than reasonable care, to protect the other Party’s Confidential Information as it uses to protect its own proprietary and confidential information (but not less than reasonable care) to: (a) hold the Confidential Information of like nature. Unless otherwise authorized in any other agreement between the other Parties, any Party in confidence and protect such Confidential Information from disclosure to third parties; (b) use and reproduce the Confidential Information of the other Party only for the purposes described herein; (c) restrict access to the Confidential Information of the other Party to such of its and its Affiliates’ respective personnel, agents, and consultants as have a need for access and who are subject to legally binding obligations of confidentiality substantially similar to those set forth herein; and (d) upon termination or expiration of this Agreement or the request of the other Party, return or destroy all Confidential Information of the other Party then in its possession or control; provided that receiving any Confidential Information of the other Party held in archives (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”) or back-up systems as otherwise permitted under the Purchase Agreement. Any Receiving Party may disclose such Confidential Information only to its professional advisors and other representatives (“Representatives”) who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be allowed to expire and be deleted or destroyed in accordance with the receiving Party’s reasonable archiving or backup policies liable for any breach of these confidentiality provisions by such persons; provided, however, that are consistent with industry standards. As between the Parties, each Party’s Confidential Information shall be and remain solely the property of such Party. A any Receiving Party may disclose Confidential Information of the Disclosing Party only to those of its employees and advisors having a need to know such Confidential Information and shall take reasonable precautions to ensure that its employees comply with the provisions of this Section. Each Party may disclose Confidential Information of the other Party to the extent such Confidential Information is required to be disclosed by a governmental order or by applicable lawLaw, regulation in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing Party (the “Disclosing Party”), and take reasonable steps to assist in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such governmental order or legal process provided by applicable Law. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving PartyParty can demonstrate: (i) provides prompt legal notice was publicly known at the time of disclosure to it, or has become publicly known through no act of the extent permittedReceiving Party or its Representatives in breach of this Section 4.01; (ii) provides reasonable assistance, at Disclosing Party’s cost, in the event the Disclosing Party wishes to oppose the disclosurewas rightfully received from a third party without a duty of confidentiality; and or (iii) limits was developed by it independently without any reliance on or reference to the disclosure to Confidential Information. Furthermore, nothing in this Agreement shall supersede or replace any confidentiality requirements set forth in the Purchase Agreement, it being understood and agreed that required by law, regulation or legal process. In if there is a conflict between this Agreement and the case of a breach of the confidentiality provisions of this SectionPurchase Agreement, the Parties hereby agree that their respective remedies at law are inadequate, Purchase Agreement shall govern and consent to equitable enforcement of their obligations under said sections, by a court of appropriate equity jurisdiction hereundercontrol.

Confidentiality Restrictions. Each 3.1. The Receiving Party shall use at least the same efforts that it uses to protect its own proprietary and confidential information (but not less than reasonable care) to: (a) hold may only disclose the Confidential Information of the other Party in confidence and protect such Confidential Information from disclosure to third parties; (b) use and reproduce the Confidential Information of the other Party only for the purposes described herein; (c) restrict its Representatives who need access to the Confidential Information of to perform their job responsibilities in order to achieve the other Party to such of its purpose for which the Confidential Information was provided, they shall be bound by the confidentiality obligation and its Affiliates’ respective personnel, agents, and consultants as have a need for access and who are subject to legally binding obligations of confidentiality substantially similar to those set forth herein; and (d) upon termination or expiration informed of this Agreement or being concluded. Upon the request of the other Disclosing Party, return the Receiving Party shall submit a list of the above-mentioned Representatives. 3.2. The Receiving Party shall be entitled to grant access to the Information received only to those employees who require this information to perform their job responsibilities in order to achieve the purpose of the information transfer established by the Parties. The Receiving Party shall bring to the attention of the said employees that the Information disclosed is privileged and shall ensure their compliance with the requirements hereof by having them sign the corresponding documents. Also, the Receiving Party shall keep a log / list of persons authorized to have access to the disclosed Information with the time frame of such access indicated. 3.3. The Receiving party shall be entitled to make copies, extracts, memos or destroy all other documents (including those drawn up using mechanical or electronic means) related to the Confidential Information, which should be marked "Restricted" and / or "Confidential", only to the extent reasonably required to achieve the purpose for which the Confidential Information was disclosed, shall keep track of all the copies and locations where the latter are kept and shall ensure that no third parties, except for the Representatives specified in Clause 3.1 hereof, have access to such copies, extracts, memos and other documents. 3.4. Failure to comply with the terms of Clause 3.1 hereof shall constitute sufficient grounds to terminate access to the Confidential Information and shall entitle the Disclosing Party to unilaterally repudiate any contracts concluded between the Parties under which the Receiving Party shall obtain or has obtained access to the Confidential Information. 3.5. If the confidentiality clauses in the contracts concluded between the Parties under which the Receiving Party shall obtain or has obtained access to the Confidential Information contradict the terms hereof, the terms set forth herein shall prevail. 3.6. The Receiving Party shall keep the Confidential Information secret, shall not disclose or release it. The Receiving Party shall take no lesser measures to protect the Confidential Information than the ones it takes to protect its own Confidential Information. 3.7. The Receiving Party shall take the measures provided for by Article 10 of the Federal Law No. 98-FZ dated July 29, 2004 "On Trade Secrets", the TRIPS Agreement, other Russian and international legislative and regulatory acts with respect to the Information received, if the Disclosing Party then established and observed the trade secret regime prior to or in the process of the Information transfer, in accordance with the requirements of this legislation. 3.8. The Receiving Party, as well as its possession or control; provided that any Representatives who have access to the Confidential Information, shall use the Confidential Information for no other purposes except for the ones for which the Confidential Information was disclosed. 3.9. The Receiving Party shall be entitled to transfer the Information obtained to third parties with the written consent of the Disclosing Party only. The Receiving Party shall ensure that these parties comply with the Information protection requirements that meet the requirements established hereby. Therefore, the Receiving Party shall conclude Contracts / Agreements with the third parties (individuals or legal entities) on granting access to the Information it received and shall take all the required measures to observe the trade secret regime. 3.10. If the Information is disclosed under specific projects (job contract, project appraisal, the Customer and the Contractor relations), the Receiving Party shall not be entitled to use the Information received for any other Party held in archives or back-up systems purposes except for those specified by the respective contract (agreement, covenant) governing the relations of the Parties under the specific project. 3.11. Should the Information be disclosed and received by the Parties without the contract being signed (consultations, approvals, references, etc.), the Receiving Party shall be allowed guided by the provisions hereof taking into account the recommendations received from the Disclosing Party. 3.12. Neither Party shall be entitled to expire disclose the fact that this Agreement exists without preliminary consent of the other Party. 3.13. The Receiving Party shall ensure reliable storage of information preventing access of any persons except for the Representatives, including outside of working hours. The Receiving Party shall keep a record of the Confidential Information received and be deleted the persons (the Receiving Party employees) authorized to review and use such information and submit this record to the Disclosing Party upon the first request of the latter. 3.14. The Receiving Party shall promptly notify the Disclosing Party (within a period not exceeding one calendar day after this fact was established) in writing about the fact of disclosure or destroyed in accordance with threat of disclosure, unlawful receipt or illegal use of the receiving Party’s reasonable archiving or backup policies that are consistent with industry standardsInformation received and the measures taken to mitigate the damage and shall indemnify the Disclosing Party of all legal claims and proceedings. 3.15. As between the Parties, each Party’s The Confidential Information shall be and remain solely disclosed to the property of such Party. A Receiving Party may disclose Confidential Information by the authorized person of the Disclosing Party only to those of its employees and advisors having a need to know such Confidential Information the corresponding transfer and acceptance act shall be drawn in two counterparts, one for each Party, and shall take reasonable precautions to ensure that its employees comply with be certified by the provisions of this Section. Each Party may disclose Confidential Information signatures of the other Receiving Party to the extent required by applicable law, regulation or legal process provided that the Receiving Party: (i) provides prompt legal notice to the extent permitted; (ii) provides reasonable assistance, at Disclosing Party’s cost, in the event Representative and the Disclosing Party wishes to oppose the disclosure; and (iii) limits the disclosure to that required by law, regulation or legal process. In the case of a breach of the confidentiality provisions of this Section, the Parties hereby agree that their respective remedies at law are inadequate, and consent to equitable enforcement of their obligations under said sections, by a court of appropriate equity jurisdiction hereunderauthorized representative.