Confidentiality Undertakings. 2.1 The Receiving Party understands and agrees that all Confidential Information is of a strictly secret and confidential nature. The Receiving Party shall keep confidential and shall not disclose to any person:
(i) any Confidential Information;
(ii) that discussions are taking place between the Disclosing Party and the Receiving Party concerning the Project nor the status, terms, conditions or other facts concerning such discussions nor the contents of any term sheet or memorandum of understanding or memorandum of agreement that has been signed or is in the course of being prepared, discussed or finalised; and/or
(iii) the identity of the Disclosing Party and any of its Associates, whether by name or by any identifiable description, in connection with the Disclosing Party’s actual or potential participation in the Project; except with the prior written consent of the Disclosing Party or as otherwise permitted by the terms and conditions of this Agreement. The Receiving Party shall make use of the Confidential Information solely for the purposes of the Project or as otherwise provided in this Agreement, and (in any event and without limiting the generality of the foregoing) shall not use in any manner whatsoever, whether directly or indirectly, any of the Confidential Information for its own benefit or the benefit of any person or third party other than the Disclosing Party.
2.2 Without prejudice to the generality of the foregoing, the Receiving Party shall not copy, reproduce, distribute or part with possession of any of the Confidential Information and shall prevent unauthorised use or reproduction of the Confidential Information.
2.3 The Receiving Party may disclose the Confidential Information to such of its Representatives only on a strict “need to know” basis and solely to the extent necessary to carry out the purposes of the Project. The Receiving Party shall be liable to ensure that each of its Representatives to whom any Confidential Information is disclosed complies with the terms of this Agreement as if he or she was a party hereto, and, upon request by the Disclosing Party, enters into a legally binding written undertaking to this effect with the Receiving Party (or at the Disclosing Party’s request, with the Disclosing Party) prior to any disclosure of Confidential Information to him or her.
2.4 The Receiving Party shall keep the Confidential Information separate from all other documents and information the Receiving Party may hold and the Rec...
Confidentiality Undertakings. You agree that you:
(a) will not disclose any of our Confidential Information to any third party except as required:
(i) by law or any authority of competent jurisdiction; (ii) to your attorneys, accountants and other advisors as reasonably necessary; or (iii) for the purposes of defending itself in relation to actual or threatened proceedings, provided that in respect of (i) and (iii) above, you will give us reasonable notice in advance of such required disclosure, together with such details as we may request (where notice to us is permissible under Applicable Laws); and
(b) will take reasonable precautions to protect the confidentiality of such information, at least as stringent as those taken to protect its own Confidential Information.
Confidentiality Undertakings. .1. The Receiving Party agrees with and undertakes to the Disclosing Party that its Representatives shall:
a. keep in strict confidence and in safe custody any Confidential Information disclosed to the Receiving Party by the Disclosing Party;
b. not use or exploit any Confidential Information other than for the Permitted Purpose;
c. not copy or reproduce any or all the Confidential Information except as is reasonably necessary for the Permitted Purpose;
d. promptly comply with any reasonable directions of the Disclosing Party which are given for the protection of the security of the Information;
e. inform each such Representative of the restrictions as to confidentiality, use and disclosure of such Confidential Information contained in this Agreement and, to the extent that each such Representative is not already under an appropriate duty of confidentiality, impose upon each such Representative obligations of confidentiality at least equivalent to those set out in this Agreement.
.2. Subject to Article 4 below, each Party hereby undertakes that it shall not, without the prior consent in writing of the other Party, release any press statement or make any other announcement to any third party or make any public statement regarding the existence or content of the discussions contemplated by this Agreement or the identity of the parties to such discussions.
Confidentiality Undertakings. 12.1. This Contract, the information relating to the Contract, the Parties and any other information, which has been received or discovered by one of the Parties to the Contract when entering into, performing the Contract or after its expiry, shall be considered confidential information and may not be communication or disclosed to any third persons without the prior written consent of the other Party, except where (a) such information is publicly available, (b) such disclosure is required by laws of the Republic of Lithuania, (c) in the cases referred to in Clause 12.3 of the General Terms and Conditions.
12.2. The Parties undertake to use confidential information only as much as necessary in Contract performance. Failure to comply or improper compliance with the confidentiality undertaking shall be considered a material breach of the Contract.
12.3. The Seller shall have the right to disclose confidential information to its bodies, to any subsidiary or holding company of the Seller, or to any other associated entity in Lithuania and / or abroad, which controls the Seller either directly or through one or more intermediaries, or is controlled or jointly controlled by the Seller, to the employees of the above-referred entities and its own employees who need such confidential information in order to perform the Contract (including but not limited to carriers, customs agents, industry and craft chambers, banks, institutions carrying out phytosanitary checks of the Goods), or to whom any claim arising out of or relating to the Contract has been transferred, as well as to its legal advisers, financial consultants, audit companies, companies providing credit, civil liability and other insurance services, persons providing credit rating, solvency assessment services, debt management, administration and recovery services who administer the information system of debtors (e.g. Creditinfo, etc.).
Confidentiality Undertakings. 2.1 The Buyer undertakes to the Sellers that it shall (and shall procure that each member of its Group shall):
2.1.1 keep the Confidential Information secret and confidential and shall take all necessary steps to preserve its confidentiality;
2.1.2 not disclose or make available any Confidential Information to any person, except as permitted by this Agreement; and
2.1.3 not use or exploit the Confidential Information in any way, except for the Permitted Purpose.
2.2 The Buyer shall only make such Copies as are strictly necessary for the Permitted Purpose and shall:
2.2.1 clearly xxxx all Copies as confidential;
2.2.2 ensure that all Copies can be separately identified from its own information; and
2.2.3 ensure that all Copies within its control are protected against theft or unauthorised access.
2.3 At the written request of the Sellers, the Buyer shall promptly:
2.3.1 destroy or return to the Sellers all documents and materials containing, reflecting, incorporating, or based on any Confidential Information;
2.3.2 erase all Confidential Information from its computer and communications systems and devices used by it (or any members of its Group), including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
2.3.3 certify in writing to the Sellers that it has complied with its obligations under this clause.
2.4 The undertakings and obligations in this Agreement do not apply to any Confidential Information:
2.4.1 that is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed in breach of this Agreement;
2.4.2 that was available to the Buyer on a non-confidential basis before it was disclosed by the Sellers or their Representatives;
2.4.3 that becomes available to the Buyer on a non-confidential basis from a person who was not bound by a confidentiality agreement with the Sellers (or any other member of its Group) or otherwise prohibited from disclosing the information to the Buyer; or
2.4.4 where the Sellers agree in writing that such information is not Confidential Information, or that it may be disclosed (subject to any limitations or other terms specified by the Sellers regarding the method or recipient or such disclosure).
Confidentiality Undertakings. (a) The Parties agree that in connection with the Project:
(i) Slovakia and/or Nitra shall ensure that it and any Government Entity and their employees, agents, representatives and advisors maintain the confidentiality of all Confidential Information, and that such Confidential Information shall not be used by them or their employees, agents, representatives or advisors other than specifically for the purposes of the Project; and
(ii) the Investor shall ensure that its employees, agents, representatives and advisors and/or employees, agents, representatives and advisors of the Company maintain the confidentiality of all Confidential Information, and that such Confidential Information shall not be used by the Investor and the Company, or their employees, agents, representatives or advisors other than specifically for the purposes of the Project.
(b) This confidentiality obligation shall not apply to information which:
(i) is publicly available at the time of its disclosure to the Investor, Company, Slovakia or to any Government Entity;
(ii) becomes generally available to the public after it has been provided to the Investor, Company or Slovakia, except for cases when it became publicly available due to a breach of this Clause;
(iii) in relation to Confidential Information that is provided by the Investor and/or the Company and explicitly designated in writing by the Investor and/or the Company as non-confidential, and in relation to Confidential Information that is provided by Slovakia or Nitra and is explicitly designated in writing by the Ministry or Nitra, respectively, as non-confidential; or
(iv) is disclosed pursuant to a requirement that it be disclosed by law (including the Freedom of Information Act), a competent court, an applicable regulatory authority or an authority adjudicating a dispute between the parties, subject to the disclosing party informing the other parties, as promptly as practicable, in advance of the requirement for such a disclosure; such disclosure is to be made only after informing the other parties, if possible, and after the disclosing party has consulted with the other party with a view to minimising the disclosure and mitigating the manner of disclosure.
(c) A Party may disclose Confidential Information to its auditors or external advisors, subject to such entities being informed of and acceding to a confidentiality undertaking on terms substantially similar to this Clause.
(d) The Investor and/or the Company may disclose C...
Confidentiality Undertakings. 12.1. This Contract, the information relating to the Contract, the Parties and any other information, which has been received or discovered by one of the Parties to the Contract when entering into, performing the Contract or after its expiry, shall be considered confidential information and may not be communication or disclosed to any third persons without the prior written consent of the other Party, except where (a) such information is publicly available, (b) such disclosure is required by laws of the Republic of Lithuania, (c) in the cases referred to in Clause 12.3 of the General Terms and Conditions.
12.2. The Parties undertake to use confidential information only as much as necessary in Contract performance. Failure to comply or improper compliance with the confidentiality undertaking shall be considered a material breach of the Contract. claim arising out of or relating to the Contract has been transferred, as well as to its legal advisers, financial consultants, audit companies, companies providing credit, civil liability and other insurance services, persons providing credit rating, solvency assessment services, debt management, administration and recovery services who administer the information system of debtors (e.g. Creditinfo, etc.).
Confidentiality Undertakings. 2.1 By way of mutual consideration, both THE CLIENT and the Supplier hereby undertake:-
2.1.1 to use all Confidential Information disclosed to it, or discovered by the other party, exclusively in, and for the purpose of, the Discussions and for no other purpose whatsoever; and
2.1.2 to maintain confidential all Confidential Information belonging to the other party, howsoever acquired and, in particular, not to disclose or communicate the Confidential Information to any person without the prior written consent of that other party.
2.2 Each party agrees that neither party to this Agreement shall obtain any rights over or in respect of the Confidential Information of the other party and each party shall retain full proprietary interests in their own respective Confidential Information.
Confidentiality Undertakings. 3.1 The Confidant must not use Confidential Information except for the purpose of performing its obligations in relation to the Innovation Contract.
3.2 The Confidant must not disclose Confidential Information except:
a. with the consent of the Information Owner;
b. to Defence Personnel;
c. to an officer, employee, agent or subcontractor of the Confidant, who:
(i) has a need to know the Confidential Information for the Confidant to carry out its obligations in relation to the Innovation Contract; and
(ii) if required by the Information Owner, has executed a similar undertaking to this deed poll in favour of the Information Owner;
d. to the Participant or an officer, employee, agent or subcontractor (in connection with the Innovation Contract) of the Participant, who:
(i) has a need to know the Confidential Information for the Participant to perform its obligations under the Innovation Contract; and
(ii) if required by the Information Owner, has executed a similar undertaking to this deed poll in favour of the Information Owner; or
e. as required or authorised by law.
Confidentiality Undertakings. 5.1. The Courier Partner must keep this Agreement confidential as well as all materials and information received from Wolt marked as confidential or that should be understood to be confidential, regardless of form, including also Personal Data, and not to use confidential information for any other purposes than the purposes of this Agreement. Confidential information includes information on Customers of the Platform and any orders made by the Customers of the Platform. In the absence of an express written authorization form Wolt, Courier Partner shall neither make such materials and information available to third persons (for sake of clarity, without prejudice to section 2.1.6., in case of Delegation or Substitution, delegate(s) and substitute(s) shall not be regarded as third persons for the purpose of the present stipulation), nor shall use confidential material and information for any purposes beyond those of the present Agreement. The rights and responsibilities under this Section 5 shall survive the expiry or termination of this Agreement.
