Common use of Confidentiality Undertakings Clause in Contracts

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 Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and of any person holding it. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 (No 26 of 2012 of Singapore). For the purposes of this clause, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party or otherwise received or obtained by Receiving Party and/or its Representatives pursuant to, by virtue of, or in the course of the Project (whether before or after the execution date of this Agreement).

Appears in 3 contracts

Samples: Non Disclosure Agreement, Non Disclosure Agreement, Non Disclosure Agreement

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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 AssociatesParty, whether by name or by any identifiable description, in connection with the Disclosing Party’s '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, and 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 Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and of any person holding it. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 Xxx 0000 (No 26 of 2012 of Singapore). For the purposes of this clause, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 Xxx 0000 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party or otherwise received or obtained by Receiving Party and/or its Representatives pursuant to, by virtue of, or in the course of the Project (whether before or after the execution date of this Agreement).

Appears in 2 contracts

Samples: Non Disclosure Agreement, Non Disclosure Agreement

Confidentiality Undertakings. 2.1 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: (ia) any Confidential Information; (iib) 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; (iiic) the identity of the Disclosing Party and any of its Associates, whether by name or by any identifiable description, 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 disclosed by the Disclosing Party 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 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 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. A breach or threatened breach by any of the Representative shall be deemed to be a breach by the Receiving Party of the terms of this Agreement. 2.4 2.4. The Receiving Party shall keep the Confidential Information separate from all other documents and information the Receiving Party may hold and the Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and of any person holding it. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 (No 26 of 2012 of Singapore). For the purposes of this clause, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party or otherwise received or obtained by Receiving Party and/or its Representatives pursuant to, by virtue of, or in the course of the Project (whether before or after the execution date of this Agreement).

Appears in 2 contracts

Samples: Non Disclosure Agreement, Non Disclosure Agreement

Confidentiality Undertakings. 2.1 The Receiving Each Party understands will keep all Information strictly confidential and agrees in a secure place and will not disclose, copy, reproduce or distribute any of it or otherwise make it available to any person other than an Authorised Recipient or otherwise without the specific prior written consent of the Provider of the relevant Information (which may be withheld in the Provider's absolute discretion). 2.2 Each Party will procure that all Confidential each of its respective Authorised Recipients to whom Information is disclosed is made aware (in advance of disclosure) of the terms of this agreement and adheres to those terms as may apply to them, as if that person were a strictly secret party to this agreement. 2.3 Each Party will keep the Information securely and properly protected against theft, damage, loss and unauthorised access (including access by electronic means), with at least the same degree of care that they apply to their own confidential natureinformation. The Receiving Each Party shall keep confidential and shall not disclose to will notify the relevant Provider immediately upon becoming aware that any personInformation has been disclosed to, or obtained by, a third party otherwise than as permitted by this agreement. 2.4 Without derogating from the obligations under Article 2.2, each Party assumes liability for any action or omission of any of its: (i) any Confidential a. Authorised Recipients to whom Information is disclosed; and b. Connected Persons that had access to Information; (ii) that discussions are taking place between the Disclosing Party and the Receiving Party concerning the Project nor the status, termswhich action or omission would, conditions or other facts concerning if 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 preparedConnected Person was a party to this agreement, discussed or finalised; and/or (iii) the identity be a breach of the Disclosing terms of this agreement, as they may apply to such Connected Persons. 2.5 Each Party and undertakes that neither it nor any of its Associatesrespective Connected Persons will, whether by name or by any identifiable description, in connection with the Disclosing Party’s actual or potential participation in the Project; except with without the prior written consent of the Disclosing other Parties, reveal to any person other than another Party or as its Authorised Recipients or otherwise permitted by announce that the terms and conditions Proposed Transaction is (or was) under consideration, that negotiations or discussions are (or were) taking place, the status or progress of this Agreement. The Receiving such negotiations or discussions (including the possible termination thereof) or that Information has been provided. 2.6 Each Party shall make including its respective Connected Persons undertakes to use of the Confidential Information solely for the purposes purpose of the Project or as otherwise provided in this Agreement, and (in any event and without limiting the generality implementation of the foregoing) shall not use in any manner whatsoever, whether directly Proposed Transaction or indirectly, any for the fulfilment 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 obligations pursuant 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 InformationProposed Transaction. 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 Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and of any person holding it. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 (No 26 of 2012 of Singapore). For the purposes of this clause, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party or otherwise received or obtained by Receiving Party and/or its Representatives pursuant to, by virtue of, or in the course of the Project (whether before or after the execution date of this Agreement).

Appears in 2 contracts

Samples: Mutual Confidentiality Agreement, Mutual Confidentiality Agreement

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 Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and of any person holding it. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 Xxx 0000 (No 26 of 2012 of Singapore). For the purposes of this clause, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 Xxx 0000 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party or otherwise received or obtained by Receiving Party and/or its Representatives pursuant to, by virtue of, or in the course of the Project (whether before or after the execution date of this Agreement).

Appears in 1 contract

Samples: Non Disclosure Agreement

Confidentiality Undertakings. 2.1 The Receiving Party understands Parties will strictly safeguard all Confidential Information, take suitable measures and agrees handle that all information with a high measure of diligence throughout the duration of this Agreement as well as for [***] years thereafter. If the Confidential Information is identified as a trade secret, such obligation of confidentiality and non-disclosure shall survive the expiration or termination of such [***] year period for so long as such Confidential Information remains a strictly secret and confidential naturetrade secret. The Receiving Party shall keep confidential and shall Parties also undertake not disclose to communicate Confidential Information to others, except where this is required under the Law, 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 statusCompetent Regulatory Authority, terms, conditions competent judicial authorities or other facts concerning such discussions nor competent authorities, or serves purposes that are closely related to the contents performance 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 then only upon the generality giving 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 advance notice to the generality other Party, where it is legally possible to do so, to permit the Party to obtain appropriate protections against the further disclosure 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 its Confidential Information. 2.3 . The Receiving Parties additionally undertake to adopt all reasonable precautions to ensure that their own employees and/or collaborators comply with the provisions made herein. A Party may not disclose the Confidential Information to such of any entity whatsoever apart from its Representatives only own employees, representatives, and professional consultants requiring this information, on a strict strictly “need to know” basis and solely to know basis”, provided that they are directly involved in the extent necessary to carry out project. In such a case the purposes of Party disclosing Confidential Information shall have the Project. The Receiving Party shall be liable responsibility to ensure that each of its Representatives any entity to whom any Confidential Information is disclosed communicated complies with the terms of this Agreement conditions laid down herein exactly as if he or she was that entity were a party hereto, and, upon to this Agreement. Each Party shall return all documents and materials including Confidential Information of the other Party that are in its possession or custody or under its control within [***] days of the request made in writing by the Disclosing other 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 Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and of any person holding it. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 (No 26 of 2012 of Singapore). For the purposes of this clause, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party or otherwise received or obtained by Receiving Party and/or its Representatives pursuant to, by virtue of, or in the course of the Project (whether before or after the execution date of this Agreement).

Appears in 1 contract

Samples: Research, Development and Supply Agreement (Amylyx Pharmaceuticals, Inc.)

Confidentiality Undertakings. 2.1 The Any Receiving Party understands undertakes and agrees that all shall cause its Authorised Recipients to undertake: i. to safeguard Confidential Information is and to keep it in strict confidence and to use at least the same security measures and degree of care that it uses in the protection of its own confidential information, which shall in no event be less than a strictly secret and confidential nature. The Receiving Party shall keep confidential and shall not disclose reasonable standard of care so as to prevent any person: (i) any unauthorised access to, or use or disclosure or copy of, the Confidential Information; (ii) that discussions are taking place between . to use and disclose Confidential Information only in accordance with the Disclosing Party provisions of this Article 2 and to the extent strictly necessary for and in relation to the Purpose and the Receiving Party concerning the Project nor the status, terms, conditions Project; iii. not to disclose such Confidential Information in whole or other facts concerning such discussions nor the contents of in part to any term sheet or memorandum of understanding or memorandum of agreement that has been signed or is third party under whatever form unless expressly permitted in the course of being prepared, discussed or finalised; and/or (iii) the identity of the Disclosing Party advance and any of its Associates, whether in writing 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 in accordance with this Agreement; iv. 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 to inform the Disclosing Party. 2.2 Without prejudice to the generality Party immediately upon becoming aware of the foregoing, the Receiving Party shall not copy, reproduce, distribute an actual or part with possession possible unauthorised disclosure of any of the Confidential Information and shall prevent unauthorised use or reproduction of the Confidential Information. 2.3 The 2.2 Any Receiving Party may shall be entitled to disclose the Confidential Information to such any of its Representatives Authorised Recipients without the prior written agreement of the Disclosing Party, provided that such Authorised Recipients: i. is or may be involved in the Purpose or the Project and has a strict need to know the Confidential Information; ii. is only entitled to use such Confidential Information to the extent strictly necessary for the Purpose or the Project; iii. is informed by such Receiving Party about the confidential nature of the Confidential Information prior to its disclosure; iv. is (i) bound to such Receiving Party by obligations of confidentiality obligations similar to or the same as those set out in this Agreement or (ii) owes a duty of confidentiality to such Receiving Party or (iii) in the case of such Receiving Party’s and/or its Authorised Recipients’ officers, directors and employees, such officers, directors and employees have a written confidentiality obligations to their employing company. 2.3 Any Receiving Party shall in any case remain responsible towards the Disclosing Party for the compliance of each of its Authorised Recipients with all obligations deriving from this Agreement. 2.4 Notwithstanding the foregoing, the Parties shall be authorised to disclose Confidential Information received or made available under this Agreement to ASN and/or IRSN on a strict “need to know” basis and solely to for the extent necessary to carry out Purpose or the purposes Project only, being understood for the sake of the Project. The Receiving Party clarity that ASN and IRSN shall not be liable to ensure that each of its Representatives to whom any Confidential Information is disclosed complies with bound by the terms of this Agreement and shall therefore have no obligation or liability of any kind under this Agreement. 2.5 If any Receiving Party is required by law or by any court or competent jurisdiction, the rules and regulations of any stock exchange or in any enquiry by any governmental, official or regulatory body to disclose any Confidential Information, the Receiving Party making such disclosure shall: i. to the extent legally permissible, inform, in reasonable detail, the Disclosing Party in writing of the circumstances and the Confidential Information required to be disclosed, as if he or she was a party hereto, soon as reasonably practicable after such Receiving Party is informed of it and, upon request if reasonably possible, before any Confidential Information is thus disclosed, ii. consult with the Disclosing Party as to possible steps to avoid or limit disclosure, take such of those steps as the Disclosing Party may reasonably require, iii. where the disclosure is by way of a public announcement, make reasonable efforts to agree the wording of the announcement with the Disclosing Party in advance; and iv. cooperate with the Disclosing Party to obtain protection consistent with this Agreement for such Confidential Information through an appropriate agreement, protective order or other mechanism. 2.6 The Parties acknowledge that Confidential Information shall not include any information which any Receiving Party can show through documentary evidence: i. is or becomes publicly available otherwise than as a result of a breach of this Agreement or of any confidential duty or undertaking, or the fault of such Receiving Party; ii. has been lawfully received from a third party without restriction as to its use or disclosure; iii. was already in its possession free of any such restriction as to its use or disclosure prior to receipt from the Disclosing Party; and for the avoidance of doubt and without prejudice to the generality of the above, 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 shall not be deemed to him be publicly available merely because it may be derived from one or her. 2.4 The Receiving more items that are publicly available. Nothing herein shall prevent any Party shall keep the from disclosing or using its own confidential information independently or lawfully developed without use of any Confidential Information separate from all other documents and information the Receiving Party may hold and the Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and of any person holding itother Party. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 (No 26 of 2012 of Singapore). For the purposes of this clause, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party or otherwise received or obtained by Receiving Party and/or its Representatives pursuant to, by virtue of, or in the course of the Project (whether before or after the execution date of this Agreement).

Appears in 1 contract

Samples: Non Disclosure Agreement

Confidentiality Undertakings. 2.1 The Receiving Disclosing Party understands and agrees that all may disclose the Confidential Information as-is of a strictly secret and confidential nature. The Receiving Party shall keep confidential and shall not disclose without any warranties to any person: (i) any Confidential Information; (ii) that discussions are taking place between the Disclosing Party and the Receiving Party concerning for 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 Purpose in the course of being prepared, discussed or finalised; and/or (iii) the identity consideration of the Disclosing Receiving 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 agreeing to the terms and conditions of this AgreementNDA. Where disclosure of any Confidential Information is made verbally, for avoidance of doubt the Disclosing Party may follow up with a written notice to the Receiving Party describing the Confidential Information that has been verbally disclosed. The Receiving Party shall make use of agrees to: keep the Confidential Information solely strictly confidential and not disclose it to any person other than a Permitted Person for the purposes of the Project or as otherwise provided in this Agreement, Purpose; and (in any event and without limiting the generality of the foregoing) shall not only use in any manner whatsoever, whether directly or indirectly, any of the Confidential Information for its own benefit or the benefit Purpose and any allowed usage specified in item 6 of the Schedule and not for any person or third party other than purpose, unless otherwise agreed by 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 Projectin writing. The Receiving Party shall be liable to ensure that each of its Representatives to whom any acknowledges and agrees that: the Confidential Information is disclosed complies with the terms of this Agreement as if he or she was a party heretoconfidential, and, upon request by as-is without any warranties and may contain commercially sensitive information about the Disclosing Party, enters into a legally binding written undertaking to this effect with the Receiving Party or its Affiliates (or at a client of the Disclosing Party’s requestParty or its Affiliates); unless otherwise instructed, with the Disclosing Party) prior to any disclosure of Confidential Information by the Disclosing Party is on a non-exclusive basis; nothing in this NDA authorises or permits it to him commence any ancillary services with respect to the Purpose in return for payment (such services may only be performed under a subsequent agreement); no right, licence, interest or her. 2.4 property is granted or transferred to it (whether now or in the future) by virtue of this NDA or disclosure of any Confidential Information to it (nor is the above to be implied); and it will not make copies of any Confidential Information, except as necessary or required for the Purpose. The Receiving Party shall keep the Confidential Information separate from at all other documents and information the Receiving Party may hold and the Receiving Party shall ensure that proper and secure storage is provided times remains responsible for the Confidential Information and shall keep a record of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and acts or omissions of any person holding it. 2.5 The Receiving Party undertakes Permitted Person with respect to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 (No 26 of 2012 of Singapore). For the purposes of this clausecomplying with, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party or otherwise received or obtained by Receiving Party and/or its Representatives pursuant to, by virtue breach of, or in the course of the Project (whether before or after the execution date of this Agreement)NDA.

Appears in 1 contract

Samples: Mutual Non Disclosure Agreement

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 Recipient shall, and shall not disclose to any person: (i) any Confidential Information; (ii) procure 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 descriptionRepresentatives and Advisers shall, 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 only 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 the purpose of the Proposal. 2.2 Subject to Clause 7, the Recipient shall: 2.2.1 keep and procure to be kept secret and confidential the Proposal and all the Confidential Information and will not in any circumstances disclose or solicit or permit the benefit disclosure of the same to any person or third party other than its Associates, Representatives and Advisers; 2.2.2 procure that only those persons directly involved in the Disclosing Party. 2.2 Without prejudice consideration of the Proposal are given access to the generality Confidential Information or any part of the foregoing, the Receiving Party shall not copy, reproduce, distribute or part with possession it; and 2.2.3 procure that each person to whom disclosure 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 is made adheres 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 undertaking as if he or she was a party heretoto it and the Recipient accepts responsibility for all such persons accordingly. 2.3 Subject to Clause 7, andthe Recipient shall not, upon request and shall procure that its Associates, Representatives and Advisers shall, not: 2.3.1 make any announcement or otherwise publicise or disclose the existence of the Proposal or any other arrangement with the Company which is connected with the Proposal or that the Recipient is (or has ceased to be) in discussions relating to the Proposal; 2.3.2 make any approach to, hold any discussions with, accept, engage or maintain contact with any of the Company’s Representatives or any member of the Company’s Group other than an Approved Representative or any other person, in each case where mention is made of the Proposal unless approved by the Disclosing Party, enters into a legally binding Company; and 2.3.3 visit or inspect any of the properties owned or occupied by any member of the Company’s Group without the prior written undertaking to this effect with the Receiving Party (or at the Disclosing Party’s request, with the Disclosing Party) prior to any disclosure consent of Confidential Information to him or heran Approved Representative. 2.4 The Receiving Party Recipient shall not seek to obtain any Confidential Information, for the purpose of evaluating the Proposal, from any officer, director, employee, agent or adviser of any member of the Company’s Group or any member of the Company’s Group, other than an Approved Representative, or otherwise from such other persons without the prior written consent of an Approved Representative. 2.5 The Recipient shall ensure that all requests for additional information, tours of the Company’s Group’s facilities or management meetings will be submitted or directed to an Approved Representative. 2.6 The Recipient will, and procure that its Associates, Representatives and Advisers, keep the Confidential Information separate from safe in a secure place and properly protected against theft, damage, loss and unauthorised access (including, but not limited to, access by electronic means) and, without prejudice to the foregoing, will take all other documents reasonable steps to keep the same confidential and information exercise in relation to the Receiving Party may hold Confidential Information no lesser security measures and degree of care as it applies to its own confidential information. 2.7 The Recipient agrees that where any Personal Data is disclosed to the Receiving Party Recipient in relation to the Proposal, that Personal Data shall ensure that proper and secure storage is provided for the at all times be treated as Confidential Information and shall keep a record of the Confidential Information provided be subject to the Receiving Party and/or its Representatives and terms of this Agreement. In addition the location of the Confidential Information and of any person holding it. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of Recipient shall keep the Personal Data Protection Act 2012 (No 26 secure by complying with the integrity and confidentiality principle under the GDPR, as applicable and binding on the Recipient in respect of 2012 of Singapore). For the purposes of this clause, “such Personal Data” means all data which is defined . 2.8 The Recipient undertakes not to be “personal data” request any information under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf Rule 21.3 of the Disclosing Party Code, provided that this undertaking shall only apply until the earlier of (i) the announcement by a third party of a firm intention to make an offer; or otherwise received or obtained by Receiving Party and/or its Representatives pursuant to, by virtue of, or in (ii) the course conclusion of the Project (whether before or after the execution date of this Agreement)offer period.

Appears in 1 contract

Samples: Non Disclosure Agreement

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 In consideration for the Disclosing Party and agreeing to disclose Confidential Information to 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 undertakes to the extent necessary Disclosing Party that, with respect 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 to any person on behalf of the Disclosing Party’s request, with the Disclosing Receiving 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 Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and of any person holding it. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 (No 26 of 2012 of Singapore). For the purposes of this clause, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party, the Receiving Party must: treat all Confidential Information as strictly confidential and keep it in safe and secure custody (as is appropriate depending upon the form in which such information is recorded and stored and the nature of the Confidential Information); use all such Confidential Information solely in connection with this Grant Agreement; comply with any protective markings and related requirements notified to the Receiving Party in relation to the Confidential Information from time to time; not disclose, copy, reproduce, publish or distribute the Confidential Information (or any part thereof) to any person except as expressly permitted under this Grant Agreement or otherwise received authorised by the Disclosing Party in writing; respect any existing proprietary rights in the Confidential Information; and inform the Disclosing Party immediately upon becoming aware of or obtained suspecting any unauthorised access, copying, use or disclosure in any form of any Confidential Information. Clause 17.1 will not apply, or will cease to apply, to the extent any Confidential Information: is or becomes available to the public other than as a direct or indirect result of a disclosure in breach of this Grant Agreement or any confidentiality undertaking given by any other person; is already known to the Receiving Party and/or its Representatives pursuant toprior to disclosure by the Disclosing Party and such prior knowledge can be evidenced by the written records of the Receiving Party; is or becomes known to the Receiving Party by disclosure from a third party other than where such disclosure is itself subject to an obligation of confidentiality; is not required to be treated as Confidential Information, as expressly confirmed by virtue ofthe Disclosing Party in writing; or is required to be disclosed by any Applicable Law, or in the course any other person or body having a legal right or duty to have access to or knowledge of the Project (whether before or after the execution date of this Agreement)Confidential Information.

Appears in 1 contract

Samples: Conditional Grant Offer

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 In consideration for the Disclosing Party and agreeing to disclose Confidential Information to 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 undertakes to the extent necessary Disclosing Party that, with respect 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 to any person on behalf of the Disclosing Party’s request, with the Disclosing Receiving 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 Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and of any person holding it. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 (No 26 of 2012 of Singapore). For the purposes of this clause, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party, the Receiving Party must: treat all Confidential Information as strictly confidential and keep it in safe and secure custody (as is appropriate depending upon the form in which such information is recorded and stored and the nature of the Confidential Information); use all such Confidential Information solely in connection with this Grant Agreement; comply with any protective markings and related requirements notified to the Receiving Party in relation to the Confidential Information from time to time; not disclose, copy, reproduce, publish or distribute the Confidential Information (or any part thereof) to any person except as expressly permitted under this Grant Agreement or otherwise received authorised by the Disclosing Party in writing; respect any existing proprietary rights in the Confidential Information; and inform the Disclosing Party immediately upon becoming aware of or obtained suspecting any unauthorised access, copying, use or disclosure in any form of any Confidential Information. Clause 18.1 will not apply, or will cease to apply, to the extent any Confidential Information: is or becomes available to the public other than as a direct or indirect result of a disclosure in breach of this Grant Agreement or any confidentiality undertaking given by any other person; is already known to the Receiving Party and/or its Representatives pursuant toprior to disclosure by the Disclosing Party and such prior knowledge can be evidenced by the written records of the Receiving Party; is or becomes known to the Receiving Party by disclosure from a third party other than where such disclosure is itself subject to an obligation of confidentiality; is not required to be treated as Confidential Information, as expressly confirmed by virtue ofthe Disclosing Party in writing; or is required to be disclosed by any Applicable Law, or in the course any other person or body having a legal right or duty to have access to or knowledge of the Project (whether before or after the execution date of this Agreement)Confidential Information.

Appears in 1 contract

Samples: Conditional Grant Offer Letter

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Confidentiality Undertakings. 2.1 The Receiving Party understands and agrees that all In consideration of Confidential Information is being made accessible or available to the Recipient and / or any member of a strictly secret and confidential nature. The Receiving the Recipient Group, the Recipient undertakes to the Disclosing Party as follows: (A) the Recipient shall keep confidential use the Confidential Information (including any Intellectual Property Rights in the Confidential Information) only for the Permitted Purpose and shall not otherwise use, 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, exploit any of the Confidential Information for its own or any other person’s gain, benefit or purpose; (B) the benefit of Recipient shall not (directly or indirectly) at any person or third party other than time, without the Disclosing Party. 2.2 Without prejudice ’s prior written consent, disclose or reveal or permit access to the generality Confidential Information, in whole or in part, to any person other than other members of the foregoing, Recipient Group with a need to know in connection with the Receiving Party Permitted Purpose and only where the relevant members of the Recipient Group are made aware that all Confidential Information must be kept confidential in accordance with the terms of this Agreement; (C) the Recipient shall procure that any members of the Recipient Group to whom Confidential Information is disclosed pursuant to Clause 2.1 (B) comply with the terms of this Agreement applicable to the Recipient and it is acknowledged that any breach of this Agreement by any members of the Recipient Group will be deemed to be a breach of this Agreement by the Recipient; (D) the Recipient shall treat and safeguard as private and confidential all Confidential Information it receives in accordance with a reasonable level of care and not treat the Confidential Information with any less care than it uses in relation to its own confidential information of a similar kind; (E) the Recipient shall not copy, reproduce, distribute in any form or manner copy or reproduce or part with possession of any Confidential Information or any documents or other material or data made available or disclosed to it by the Disclosing Party Group containing Confidential Information, except as consistent with its obligations under this Agreement and to the extent reasonably required for the Permitted Purpose; (F) the Recipient shall notify the Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information by the Recipient and the Recipient shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorised use; and (G) subject to Clause 3.1(B) below, neither party shall disclose to any person or entity (including, without limitation, the media), without the prior written consent of the other party, the following: (1) the fact that the Confidential Information and shall prevent unauthorised use is being made available to it or reproduction that either party has inspected any portion of the Confidential Information.; 2.3 The Receiving Party may disclose (2) the Confidential Information fact that evaluations and/or discussions with respect to the Permitted Purpose are taking or have taken place; and (3) other facts with respect to such of its Representatives only on a strict “need to know” basis and solely to discussions, including 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 herstatus thereof. 2.4 The Receiving Party shall keep the Confidential Information separate from all other documents and information the Receiving Party may hold and the Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and of any person holding it. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 (No 26 of 2012 of Singapore). For the purposes of this clause, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party or otherwise received or obtained by Receiving Party and/or its Representatives pursuant to, by virtue of, or in the course of the Project (whether before or after the execution date of this Agreement).

Appears in 1 contract

Samples: Mutual Non Disclosure Agreement

Confidentiality Undertakings. 2.1 The Receiving With this Agreement, the Interested Party understands and agrees acknowledges that all the Confidential Information is are exclusively property of a strictly secret the Companies and/or their Affiliates and confidential nature. The Receiving Party shall undertakes to: keep confidential the Confidential Information private and shall not disclose confidential; adopt, at its own exclusive expense, any necessary measure to any person: (i) any Confidential Information; (ii) that discussions are taking place between maintain the Disclosing Party confidentiality 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 ownership of the Disclosing Party and any Confidential Information in favor of its Associates, whether by name or by any identifiable description, in connection with the Disclosing Party’s actual or potential participation in Companies and/or their Affiliates; not to disclose the Project; except with Confidential Information to third parties other than Related Parties without the prior written consent of the Disclosing Party or as otherwise permitted by Companies; use the Confidential Information exclusively for the due diligence, within the terms and conditions limits indicated in the Call, in the Policy document for the collection of proposals (“Policy document”) and in the Data Room Regulation (“Regulation”); not to use the Confidential Information for any other purpose different from the Project. The provisions of paragraph 3.1 that precedes do not preclude to the Interested Party to share the Confidential Information to its Related Parties, to the extent strictly necessary for the due diligence. The Interested Party undertakes to maintain the confidentiality of the Confidential Information also for its Related Parties and to not reveal or disclose to third parties. For this purpose, the Interested Party undertakes to inform its Related Parties about the confidential nature of the Confidential Information and the purpose for which they can be used and will ensure that they are aware of the obligations arising from this Agreement and the need to comply with the terms, as if they were part of the Agreement itself. With this Agreement, the Interested Party acknowledges that: none of the Confidential Information or any other information can be considered or interpreted as a declaration or guarantee, implicit or explicit, from the Companies and/or their Affiliates; and either the Interested Party or any Related Party will have the right to rely on the accuracy or completeness of the Confidential Information. All the obligations of confidentiality of this Agreement will not concern the Confidential Information that: is already of public knowledge or lawfully in the possession of the Interested Party at the time of the communication; becomes known to the Interested Party without any violation of this Agreement. The Receiving Interested Party shall make use will destroy and/or return all the documents and materials that contain or reflect any Confidential Information, as well as all copies that are in its possession or under its control, upon the occurrence of the first event in chronological order between: (i) written communication by the Interested Party of the lack of interest in the Project, (ii) written request in this sense to the Interested Party by the Companies. Independently from the destruction/restitution of such material and documents, the Interested Party will remain tied up (and will ensure that its Related Parties will remain tied up too) to the terms of this Agreement. If the Interested Party is required to disclose the Confidential Information to third parties, as a consequence of legal obligations or regulatory obligations or following a legitimate request from the competent authorities, it will be required to: notify the Companies as soon as possible that they have become aware of this need, and collaborate with the Companies to avoid or limit the disclosure of the Confidential Information solely for and to guarantee the purposes confidential treatment of the Confidential Information by the authority to which such information must be disclosed. The Interested Party may disclose the contents of this Agreement and the related Confidential Information to its service providers and consultants, banks and/or potential co-investors, provided that these third parties are bound by confidentiality obligations in favor of the Interested Party at least equivalent to those entered into with this Agreement and that the Interested Party ensures their commitment to comply with these obligations. In relation to certain Confidential Information, it could be requested to the Interested Party the signing of another confidentiality agreement. The Parties will refrain, in the absence of a prior written consent of the counterparty, from issuing any communication revealing the existence of the Agreement and, in general, the interest in the Project or as by the Interested Party Unless otherwise provided in this Agreementwriting between the Parties, and (the Interested Party undertakes to not bargain, solicit, hire or in any event and without limiting the generality of the foregoing) shall not use in other way to employ, for any manner whatsoeverreason, whether directly or indirectly, any executive, employee or any other associate of the Confidential Information for its own benefit or Companies and/or their Affiliates, regardless of the benefit legal nature of any person or third party other than the Disclosing Party. 2.2 Without prejudice employment relationship, without the prior written authorization of the Companies and/or their Affiliates and/or the Commissioners. Except otherwise provided in writing between the Parties, the Interested Party agrees not to act, regardless whether there is a damage to the generality Companies, in a way that, directly or indirectly, could create whatever interference or disturbance regarding the relations with suppliers and customers of the foregoingCompanies and undertakes not to contact, in any way, any counterparty in disputes with the Companies. Moreover, the Receiving Interested 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 undertakes to ensure that each of all its Representatives to whom any Confidential Information is disclosed complies Related Parties respect the prohibitions contained in this article. The Interested Party acknowledges that the non-compliance with these prohibitions (including the terms of this Agreement as if he or she was a party heretoprohibition against its Related Parties) will be considered, andinter alia, 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 requestunfair competition, with all 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 Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record consequences of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and of any person holding itcase. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 (No 26 of 2012 of Singapore). For the purposes of this clause, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party or otherwise received or obtained by Receiving Party and/or its Representatives pursuant to, by virtue of, or in the course of the Project (whether before or after the execution date of this Agreement).

Appears in 1 contract

Samples: Confidentiality Agreement

Confidentiality Undertakings. 2.1 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: (ia) any Confidential Information; (iib) 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; (iiic) the identity of the Disclosing Party and any of its Associates, whether by name or by any identifiable description, 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 disclosed by the Disclosing Party 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 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 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. A breach or threatened breach by any of the Representative shall be deemed to be a breach by the Receiving Party of the terms of this Agreement. 2.4 2.4. The Receiving Party shall keep the Confidential Information separate from all other documents and information the Receiving Party may hold and the Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and of any person holding it. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 (No 26 of 2012 of Singapore). For the purposes of this clause, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party or otherwise received or obtained by Receiving Party and/or its Representatives pursuant to, by virtue of, or in the course of the Project (whether before or after the execution date of this Agreement).

Appears in 1 contract

Samples: Non Disclosure Agreement

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 AssociatesParty, whether by name or by any identifiable description, in connection with the Disclosing Party’s '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, and 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 Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and of any person holding it. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 (No 26 of 2012 of Singapore). For the purposes of this clause, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party or otherwise received or obtained by Receiving Party and/or its Representatives pursuant to, by virtue of, or in the course of the Project (whether before or after the execution date of this Agreement).

Appears in 1 contract

Samples: Non Disclosure Agreement

Confidentiality Undertakings. 2.1 The Any Receiving Party understands undertakes and agrees that all shall cause its Authorized Recipients to undertake: to safeguard Confidential Information is and to keep it in strict confidence and to use at least the same security measures and degree of care that it uses in the protection of its own confidential information, which shall in no event be less than a reasonable standard of care so as to prevent any unauthorized access to, or use or disclosure or copy of, the Confidential Information; to use and disclose Confidential Information only in accordance with the provisions of this Article 2 and to the extent strictly secret necessary for and confidential nature. The Receiving Party shall keep confidential and shall in relation to the Purpose; not to disclose such Confidential Information in whole or in part to any person: (i) any Confidential Information; (ii) that discussions are taking place between the Disclosing Party third party under whatever form unless expressly permitted in advance 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 writing 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 in accordance with this Agreement; to inform the Disclosing Party immediately upon becoming aware of an actual or possible unauthorized disclosure of Confidential Information. The Any 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 be entitled 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 any of its Representatives Authorized Recipients without the prior written agreement of the Disclosing Party, provided that such Authorized Recipients: is or may be involved in the Purpose and has a strict need to know the Confidential Information; is only entitled to use such Confidential Information to the extent strictly necessary for the Purpose; is informed by such Receiving Party about the confidential nature of the Confidential Information prior to its disclosure; is (i) bound to such Receiving Party by obligations of confidentiality obligations similar to or the same as those set out in this Agreement or (ii) owes a duty of confidentiality to such Receiving Party or (iii) in the case of such Receiving Party’s and/or its Authorized Recipients’ officers, directors and employees, such officers, directors and employees have a written confidentiality obligations to their employing company. Any Receiving Party shall in any case remain responsible towards the Disclosing Party for the compliance of each of its Authorized Recipients with all obligations deriving from this Agreement. Notwithstanding the foregoing, the Parties shall be authorized to disclose Confidential Information received or made available under this Agreement to ASN and/or IRSN on a strict “need to know” basis and solely to for the extent necessary to carry out Purpose only, being understood for the purposes sake of the Project. The Receiving Party clarity that ASN and IRSN shall not be liable to ensure that each of its Representatives to whom any Confidential Information is disclosed complies with bound by the terms of this Agreement and shall therefore have no obligation or liability of any kind under this Agreement. If any Receiving Party is required by law or by any court or competent jurisdiction, the rules and regulations of any stock exchange or in any enquiry by any governmental, official or regulatory body to disclose any Confidential Information, the Receiving Party making such disclosure shall: to the extent legally permissible, inform, in reasonable detail, the Disclosing Party in writing of the circumstances and the Confidential Information required to be disclosed, as if he or she was a party hereto, soon as reasonably practicable after such Receiving Party is informed of it and, upon request if reasonably possible, before any Confidential Information is thus disclosed, consult with the Disclosing Party as to possible steps to avoid or limit disclosure, take such of those steps as the Disclosing Party may reasonably require, where the disclosure is by way of a public announcement, make reasonable efforts to agree the wording of the announcement with the Disclosing Party in advance; and cooperate with the Disclosing Party to obtain protection consistent with this Agreement for such Confidential Information through an appropriate agreement, protective order or other mechanism. The Parties acknowledge that Confidential Information shall not include any information which any Receiving Party can show through documentary evidence: is or becomes publicly available otherwise than as a result of a breach of this Agreement or of any confidential duty or undertaking, or the fault of such Receiving Party; has been lawfully received from a third party without restriction as to its use or disclosure; was already in its possession free of any such restriction as to its use or disclosure prior to receipt from the Disclosing Party; and for the avoidance of doubt and without prejudice to the generality of the above, 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 shall not be deemed to him be publicly available merely because it may be derived from one or her. 2.4 The Receiving more items that are publicly available. Nothing herein shall prevent any Party shall keep the from disclosing or using its own confidential information independently or lawfully developed without use of any Confidential Information separate from all other documents and information the Receiving Party may hold and the Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and of any person holding itother Party. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 (No 26 of 2012 of Singapore). For the purposes of this clause, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party or otherwise received or obtained by Receiving Party and/or its Representatives pursuant to, by virtue of, or in the course of the Project (whether before or after the execution date of this Agreement).

Appears in 1 contract

Samples: Non Disclosure Agreement

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 In this Agreement "Confidential Information; (ii) that discussions are taking place between the Disclosing Party " shall, with respect to each Party, mean any and the Receiving Party concerning the Project nor the statusall information which a Party, termsits directors, conditions employees, representatives or other facts concerning such discussions nor the contents of any term sheet advisors, have received 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, shall receive in connection with the Disclosing Business Purpose from the other Party (whether disclosed or obtained in writing, orally, in electronic form, by demonstration or otherwise or in other forms) which (i) by its nature should be treated confidentially or (ii) which have been marked or otherwise designated by the disclosing Party as confidential prior to or after disclosure or receipt. Confidential Information shall furthermore include any and all information regarding the existence, nature, subject matter, or progress of or relating to the Business Purpose. However, Confidential Information shall not include such information which (i) is or has become publicly known other than through a breach of a confidentiality obligation, (ii) has been received from an independent third party without any restrictions or obligation of confidentiality, or (iii) which the receiving Party can demonstrate has been independently developed by that Party prior to disclosure. In consideration of the Parties’ making available to each other Confidential Information as defined in Sub-clause 1.1, each Party hereby agrees to the following confidentiality undertakings for and on behalf of itself and for and on behalf of the Party’s actual employees, advisors and representatives: All Confidential Information received by a Party shall be held in complete confidence by such Party and by the Party’s directors, employees, advisors or potential participation in the Project; except with representatives, and shall not without the prior written consent of the Disclosing other Party or as otherwise permitted by be used for any purpose other than in connection with the terms and conditions of this Agreement. The Receiving Party shall make use of the purpose for which such Confidential Information solely for the purposes of the Project was disclosed 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 received. A 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 received by it to any person other than those of Party’s employees, advisors and representatives who are directly concerned with the terms of this Agreement as if he purpose for which such Confidential Information was disclosed or she was a party heretoreceived and who need to know such Confidential Information. Each Party shall ensure (i) that all persons mentioned in Paragraph 1.2.2 above are made aware, 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 Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record disclosure, of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location confidential nature of the Confidential Information and of any person holding it. 2.5 The Receiving Party undertakes the contents of this Agreement and (ii) [that such persons are bound by confidentially with respect to protect and retain the Confidential Information as If they were a party to this Agreement. The Parties shall have in effect and maintain adequate security measures to safeguard the Confidential Information from unauthorized access, disclosure, use, and/or misappropriation. Notwithstanding Sub-clause 1.1, the obligations undertaken by a Party under this Agreement to maintain confidentiality shall not apply to the extent that consists the Party is or becomes under an obligation to disclose Confidential Information (i) by order of personal data a court of competent jurisdiction, or (ii) under statutory law including according to The Danish Access to Public Administration Files Act, provided that where possible the Party shall first notify the other Party of such obligation and upon request allow the other Party to advance any defense against such obligation where appropriate. In any event, a Party shall notify the other Party of any disclosure made under this Sub-clause 1.3 promptly after disclosure. A Party shall promptly notify the other Party of, without limitation, any unauthorized access, use, copying or disclosure of Confidential Information of which a Party becomes aware and shall use its best endeavors to terminate such access, use etc. and shall provide all reasonable assistance requested by the other Party in accordance with this connection. All right, title and interest (including without limitation all intellectual property and other proprietary rights) throughout the provisions of the Personal Data Protection Act 2012 (No 26 of 2012 of Singapore). For the purposes of this clauseworld in and to any and all Confidential Information disclosed by a Party as well as inventions, “Personal Data” means all data which is defined to be “personal discoveries, improvements, ideas, concepts, designs, know-how, data” under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) , code, software, products, information, documentation, techniques, materials and/or other work product in any form and includes all information which identifies or which relates to an individualon whatever media and any enhancements, whether true or notupgrades, modifications and/or alterations thereto in any form, disclosedcreated, furnished conceived, prepared, made, developed, originated and/or delivered (in whole or made available directly or indirectly to the Receiving Party and/or its Representatives in part) by or on behalf for a Party shall belong exclusively and absolutely to such Party, its sub-contractors and/or licensors (as the case may be). Nothing in this Agreement shall grant or be construed as granting or conferring to a Party any rights, licenses of whatsoever nature, expressly or implied, in the other Party’s intellectual property and Confidential Information. To the extent a Party receives software programs from the other Party, the receiving Party is not entitled to carry out reverse engineering of any such software programs or parts thereof, or to utilize such software programs for purposes other than those for which they were clearly and evidently disclosed or received. Each Party shall not make, nor permit others to make, any references to or use the name of the Disclosing other Party in any public announcements, promotional, marketing or otherwise received sales material or obtained by Receiving Party and/or its Representatives pursuant to, by virtue of, or efforts without the prior written consent (in each instance) from the course of the Project (whether before or after the execution date of this Agreement)other Party.

Appears in 1 contract

Samples: Non Disclosure Agreement

Confidentiality Undertakings. 2.1 The Receiving Party understands In consideration of the mutual disclosures contemplated by this agreement, both parties hereby undertake that: a. they will keep all Confidential Information of the other absolutely secret and agrees confidential. b. any person employed or engaged by the parties in connection with the discussions and negotiations relating to the Proposed Project between the parties (the “Proposed Project”) in the course of such involvement, shall only use Confidential Information for the purposes of such discussions and negotiations; c. any person employed or engaged by either “Company A” or “Company B” (in connection with the Proposed Project in the course of such employment or engagement) shall not disclose any Confidential Information to any third party without the prior written consent of a duly authorised representative of either party; and d. both parties shall take all the necessary precautions to ensure that all Confidential Information is of a strictly secret and confidential nature. The Receiving Party shall keep treated as confidential and shall not disclose to any person: disclosed (isave as aforesaid) 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 used 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 than for the purposes of the Proposed Project by their employees, servants, agents 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 Partysub-contractors. 2.2 The provisions of Clause 2.1 shall not apply to any information which: a) is or becomes available in the public domain other than by a breach of Clause 2.2. Without prejudice to the generality of the foregoing, foregoing for the Receiving Party purposes of this sub- clause: i) Confidential Information shall not copybe deemed to be in the public domain by reason only that it is known to only a few persons to whom it may be of commercial interest; ii) A combination of two or more portions of Confidential Information shall not be deemed to be in the public domain by reason only of each separate portion being so available; b) the receiving party can show by its written or other records that such information was in its possession prior to receipt from the disclosing party and which had not previously been obtained from the disclosing party or any other party on behalf of the disclosing party under an obligation of confidence; c) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; d) has been disclosed by the disclosing party to a third party without any obligation of confidence; or e) is independently developed without access to the Confidential Information. 2.3 Neither party accepts any responsibility for or makes any representations or warranties, reproduceexpress or implied, distribute with respect to the accuracy or part with possession completeness of any of the Confidential Information and neither party shall prevent unauthorised be liable to the other party or any third party for any loss resulting from use or reproduction of the Confidential Information. 2.3 2.4 The Receiving Party may disclose obligations on both parties pursuant to Clause 2.2 shall continue for the Confidential Information to such period of its Representatives only on a strict “need to know” basis and solely the Proposed Project from the date of this agreement, subject to the extent necessary provisions of Clause 2.2 above, whatever the outcome of discussions and negotiations relating to carry the Proposed Project, and shall continue for a period of three years from the date of this agreement. 2.5 All intellectual property rights arising out the purposes of the Project. Proposed Project shall on coming into existence vest with Rapid Prototyping Services client (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 herproposed Projects owner). 2.4 The Receiving Party 2.6 This agreement shall keep not be construed as granting any licences or other similar rights arising out of the Confidential Information separate from all other documents and information the Receiving Party may hold and the Receiving Party shall ensure that proper and secure storage is provided for the Confidential Information and shall keep a record disclosure of the Confidential Information provided to the Receiving Party and/or its Representatives and of the location of the Confidential Information and of any person holding itInformation. 2.5 The Receiving Party undertakes to protect and retain Confidential Information that consists of personal data in accordance with the provisions of the Personal Data Protection Act 2012 (No 26 of 2012 of Singapore). For the purposes of this clause, “Personal Data” means all data which is defined to be “personal data” under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) and includes all information which identifies or which relates to an individual, whether true or not, in any form, disclosed, furnished or made available directly or indirectly to the Receiving Party and/or its Representatives by or on behalf of the Disclosing Party or otherwise received or obtained by Receiving Party and/or its Representatives pursuant to, by virtue of, or in the course of the Project (whether before or after the execution date of this Agreement).

Appears in 1 contract

Samples: Non Disclosure Agreement

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