Disclosure and Use of Confidential Information. 12.1 The Recipient acknowledges that: 12.1.1 the Confidential Information is a valuable, special and commercial asset of the Disclosing Party; and 12.1.2 the Disclosing Party may suffer irreparable harm or economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement. 12.2 All Confidential Information disclosed by the Disclosing Party to the Recipient or which otherwise comes to the knowledge of the Recipient or to which it gains access, is acknowledged by the Recipient: 12.2.1 to be proprietary to Disclosing Party; and 12.2.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient. 12.3 The Recipient irrevocably and unconditionally agrees and undertakes: 12.3.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential; 12.3.2 not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party, or otherwise use it to the detriment the Disclosing Party; 12.3.3 except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, which consent may be granted or withheld in the sole and absolute discretion of the Disclosing Party, provided that where such consent is granted, the Recipient shall at all times remain liable for the actions of such permitted Recipient that would constitute a breach of this Agreement. 12.3.4 not to copy, reproduce, publish, compile or utilize the Confidential Information by any means without the prior written consent of the Disclosing Party, it being recorded that any copies in whatever form, shall be and remain the property of the Disclosing Party, and 12.3.5 to keep all Confidential information safely and securely and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access and use (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties. 12.4 The undertakings given by the Recipient in terms of this clause 12 shall not apply to any information which: 12.4.1 is or becomes generally available to the public other than by the negligence or default of the Recipient, or by the breach of this Agreement by the Recipient; 12.4.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis; 12.4.3 is lawfully acquired from third parties who have a right to disclose such information; 12.4.4 by mutual agreement is released from confidential status; and 12.4.5 is required to be disclosed in response to a valid order of court or other governmental agency or if disclosure is otherwise required by law, and the Recipient will provide the Disclosing Party with prompt written notice if such disclosure is required, and shall limit the disclosure to the minimum necessary to comply with the law. 12.5 has lawfully become known by or come into the possession of the Recipient on a nonconfidential basis from a source other than the Disclosing Party or any related parties having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing prior to the Disclosing Party first rendering the Services (whether under this or any prior agreement). 12.6 The onus of proof shall at all times rest on the Recipient to establish that any information falls within these exclusions as set out in clause 12.3 above. 12.7 The Recipient’s non-disclosure obligations in accordance with this Agreement shall remain binding on the Recipient for the duration of this Agreement, and after the termination of this Agreement for whatever reason. 12.8 Should the Recipient breach the confidentially undertaking given by it to the Disclosing Party as set out in this Agreement, the Disclosing Party in addition to any other legal rights and remedies it has in terms of this Agreement or in law, shall be entitled forthwith and without further notice to the Recipient: 12.8.1 to apply to court of competent jurisdiction by way of urgent proceedings to interdict or restrain the Recipient from perpetuating or continuing such breach or doing or permitted anything to be done with constitutes a breach of any such confidentially undertaking; and/or 12.8.2 elects to exercise its right to interdict or restrain the Recipient as aforesaid and to claim from the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breach.
Appears in 4 contracts
Samples: Asset Valuation Service User Agreement, Asset Valuation Service User Agreement, Asset Valuation Service User Agreement
Disclosure and Use of Confidential Information. 12.1 2.1 The Recipient acknowledges Disclosing Party and the Receiving Party intend entering into discussions with regards to the Proposed Transaction and during future interactions between the Parties relating to the Permitted Purpose, the Disclosing Party will disclose certain Confidential Information to the Receiving Party and the Receiving Party will gain knowledge of the Confidential Information of the Disclosing Party.
2.2 Subject to the provisions of clause 1.1.3(e), the Receiving Party shall not without the prior written consent of the Disclosing Party disclose to any Person:
2.2.1 any information with regards to the Proposed Transaction, or the terms and other facts related thereto, including without limitation, the fact that discussions regarding the Proposed Transaction are taking place or the status thereof; or
2.2.2 give any press release or make any other public announcement with regards to the Proposed Transaction.
2.3 Notwithstanding anything to the contrary contained in this Agreement, the Receiving Party hereby provides the Disclosing Party with an undertaking to maintain the secrecy of the Confidential Information disclosed to it by the Disclosing Party or its Affiliates, on the terms and conditions set out in this Agreement.
2.4 The Disclosing Party shall disclose to the Receiving Party such relevant Confidential Information as may be in the possession of the Disclosing Party and as will, in the sole and absolute discretion of the Disclosing Party, be required by the Receiving Party for the Permitted Purpose.
2.5 The Parties acknowledge that:
12.1.1 2.5.1 the Confidential Information is a valuable, special and commercial unique asset of the Disclosing PartyParty and/or its Affiliates; and
12.1.2 2.5.2 the Disclosing Party and/or its Affiliates may suffer irreparable harm or substantial economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement.
12.2 2.6 All Confidential Information disclosed by the Disclosing Party to the Recipient Receiving Party or which otherwise comes to the knowledge of the Recipient or to which it gains accessReceiving Party, is acknowledged by the RecipientReceiving Party:
12.2.1 2.6.1 to be proprietary to the Disclosing PartyParty and/or one or more of its Affiliates; and
12.2.2 2.6.2 not to confer any rights of whatsoever nature in such Confidential Information on the RecipientReceiving Party.
12.3 2.7 The Recipient Receiving Party irrevocably and unconditionally agrees and undertakes:
12.3.1 2.7.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential;
12.3.2 2.7.2 to protect the Confidential Information by using the same degree of care, but no less than a high degree of care, to prevent the dissemination to third parties or publication of the Confidential Information as Receiving Party uses to protect its own confidential information of a like nature;
2.7.3 not to use or permit the use of the Confidential Information for any purpose other than for the Permitted Purpose and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party, Party and/or its Affiliates or otherwise use it to the detriment of the Disclosing PartyParty and/or its Affiliates;
12.3.3 2.7.4 except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, which consent may be granted or withheld in the sole and absolute discretion of the Disclosing Party, provided that where such consent is granted, the Recipient shall at all times remain liable for the actions of such permitted Recipient that would constitute a breach of this Agreement.;
12.3.4 2.7.5 not to copy, reproduce, publish, compile copy or utilize reproduce or store in a retrieval system or database the Confidential Information by any means without the prior written consent of the Disclosing Party, it being recorded that any copies in whatever form, shall be and remain the property of the Disclosing Party, and;
12.3.5 2.7.6 to keep all Confidential information safely Information safe and securely secure and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access and use (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties.
12.4 The undertakings given by the Recipient in terms of this clause 12 shall not apply to any information which:
12.4.1 is or becomes generally available to the public other than by the negligence or default of the Recipient, or by the breach of this Agreement by the Recipient;
12.4.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
12.4.3 is lawfully acquired from third parties who have a right to disclose such information;
12.4.4 by mutual agreement is released from confidential status; and
12.4.5 is required to be disclosed in response to a valid order of court or other governmental agency or if disclosure is otherwise required by law, and the Recipient will provide the Disclosing Party with prompt written notice if such disclosure is required, and shall limit the disclosure to the minimum necessary to comply with the law.
12.5 has lawfully become known by or come into the possession of the Recipient on a nonconfidential basis from a source other than the Disclosing Party or any related parties having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing prior to the Disclosing Party first rendering the Services (whether under this or any prior agreement).
12.6 The onus of proof shall at all times rest on the Recipient to establish that any information falls within these exclusions as set out in clause 12.3 above.
12.7 The Recipient’s non-disclosure obligations in accordance with this Agreement shall remain binding on the Recipient for the duration of this Agreement, and after the termination of this Agreement for whatever reason.
12.8 Should the Recipient breach the confidentially undertaking given by it to the Disclosing Party as set out in this Agreement, the Disclosing Party in addition to any other legal rights and remedies it has in terms of this Agreement or in law, shall be entitled forthwith and without further notice to the Recipient:
12.8.1 to apply to court of competent jurisdiction by way of urgent proceedings to interdict or restrain the Recipient from perpetuating or continuing such breach or doing or permitted anything to be done with constitutes a breach of any such confidentially undertaking; and/or
12.8.2 elects to exercise its right to interdict or restrain the Recipient as aforesaid and to claim from the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breach.
Appears in 4 contracts
Samples: Confidentiality and Non Disclosure Agreement, Confidentiality Agreement, Confidentiality Agreement
Disclosure and Use of Confidential Information. 12.1 The Recipient acknowledges that:
12.1.1 In the course of performing or receiving Services in connection with this Agreement, the Manufacturer or Accelerated (each, when receiving information, the “Receiving Party”) may be given or have access to, confidential and proprietary information as defined as Confidential Information is a valuableof the other Party below (the “Disclosing Party”). The Disclosing Party’s affiliates, special subsidiaries, independent contractors, business partners, and commercial asset licensors, may disclose information relating to any or all of the Disclosing Party; and
12.1.2 ’s products and/or services (whether marketed or in development), business proposals, manufacturing and distribution processes, customer lists, computer software and related documentation, financial information, and employee data, whether tangible or intangible, and including all copies, analyses and derivatives thereof, that is marked or otherwise identified as proprietary or confidential at the Disclosing Party may suffer irreparable harm time of disclosure, or economic and other loss which if disclosed orally is confirmed in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement.
12.2 All Confidential Information disclosed writing by the Disclosing Party to the Recipient Receiving Party within thirty (30) days of initial disclosure (collectively, “Confidential Information”). The Receiving Party shall not, without the Disclosing Party’s prior written consent, disclose to any third-party any Confidential Information or which otherwise comes to the knowledge use any Confidential Information for any purpose other than performance of the Recipient or to which it gains access, is acknowledged by Services. The Receiving Party shall employ the Recipient:
12.2.1 to be proprietary to Disclosing Party; and
12.2.2 not to confer any rights same standard of whatsoever nature care in such Confidential Information on the Recipient.
12.3 The Recipient irrevocably and unconditionally agrees and undertakes:
12.3.1 to treat and safeguard the protecting disclosed Confidential Information as strictly privateit would employ to protect its own confidential information, secret and confidential;
12.3.2 not to but shall in no event use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party, or otherwise use it to the detriment the Disclosing Party;
12.3.3 except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the less than reasonable care. The Receiving Party shall disseminate Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent its personnel and Suppliers only on a “need-to-know” basis. The Receiving Party shall cause each of the Disclosing Party, which consent may be granted or withheld in the sole its personnel and absolute discretion of the Disclosing Party, provided that where such consent is granted, the Recipient shall at all times remain liable for the actions of such permitted Recipient that would constitute a breach of this Agreement.
12.3.4 not Suppliers who have access to copy, reproduce, publish, compile or utilize the Confidential Information by any means without the prior written consent of the Disclosing Party, it being recorded that any copies in whatever form, shall be and remain the property of the Disclosing Party, and
12.3.5 to keep all Confidential information safely and securely and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access and use (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties.
12.4 The undertakings given by the Recipient in terms of this clause 12 shall not apply to any information which:
12.4.1 is or becomes generally available to the public other than by the negligence or default of the Recipient, or by the breach of this Agreement by the Recipient;
12.4.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
12.4.3 is lawfully acquired from third parties who have a right to disclose such information;
12.4.4 by mutual agreement is released from confidential status; and
12.4.5 is required to be disclosed in response to a valid order of court or other governmental agency or if disclosure is otherwise required by law, and the Recipient will provide the Disclosing Party with prompt written notice if such disclosure is required, and shall limit the disclosure to the minimum necessary to comply with the law.
12.5 has lawfully become known by or come into the possession of the Recipient on a nonconfidential basis from a source other than the Disclosing Party or any related parties having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing prior to the Disclosing Party first rendering the Services (whether under this or any prior agreement).
12.6 The onus of proof shall at all times rest on the Recipient to establish that any information falls within these exclusions as set out in clause 12.3 above.
12.7 The Recipient’s non-disclosure obligations in accordance with this Agreement shall remain binding on the Recipient for the duration of this Agreement, and after the termination of this Agreement for whatever reason.
12.8 Should the Recipient breach the confidentially undertaking given by it to the Disclosing Party as set out in this Agreement, the Disclosing Party in addition to any other legal rights and remedies it has in terms of this Agreement or Section 6 in lawthe same manner as it is bound by this Section 6, shall be entitled forthwith with the Receiving Party remaining responsible for the actions and without further notice to the Recipient:
12.8.1 to apply to court of competent jurisdiction by way of urgent proceedings to interdict or restrain the Recipient from perpetuating or continuing such breach or doing or permitted anything to be done with constitutes a breach disclosures of any such confidentially undertaking; and/or
12.8.2 elects to exercise its right to interdict or restrain the Recipient as aforesaid and to claim from the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breachpersonnel.
Appears in 2 contracts
Samples: Master Services Agreement (Accelerated Pharma, Inc.), Master Services Agreement (Accelerated Pharma, Inc.)
Disclosure and Use of Confidential Information. 12.1 The Discloser undertakes to disclose to the Recipient such Confidential Information as may be in the possession of the Discloser and as will, in the sole and absolute discretion of the Discloser, be necessary for the Recipient to conduct the discussions contemplated in clause 3.1. the Recipient acknowledges that:
12.1.1 that - the Confidential Information is a valuable, special and commercial unique asset of the Disclosing PartyDiscloser; and
12.1.2 and the Disclosing Party Discloser may suffer irreparable harm or substantial economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement.
12.2 . All Confidential Information disclosed by the Disclosing Party Discloser to the Recipient or which otherwise comes to the knowledge of the Recipient or to which it gains accessRecipient, is acknowledged by the Recipient:
12.2.1 Recipient – to be proprietary to Disclosing Partyof the Discloser; and
12.2.2 and not to confer any rights of whatsoever nature in such Confidential Information on the Recipient.
12.3 The . the Recipient irrevocably and unconditionally agrees and undertakes:
12.3.1 undertakes ‑ to treat and safeguard the Confidential Information as strictly private, secret and confidential;
12.3.2 ; not to use or permit the use of the Confidential Information for any purpose other than in relation to the Purpose and as contemplated under clause 3.1 above and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party, Discloser or otherwise use it to the detriment of the Disclosing Party;
12.3.3 Discloser; except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing PartyDiscloser, which consent may be granted or withheld in the sole and absolute discretion of the Disclosing Party, provided that where such consent is granted, the Recipient shall at all times remain liable for the actions of such permitted Recipient that would constitute a breach of this Agreement.
12.3.4 Discloser; not to copy, reproduce, publish, compile copy or utilize reproduce the Confidential Information by any means without the prior written consent of the Disclosing PartyDiscloser, it being recorded that any copies in whatever form, shall be and remain the property of the Disclosing Party, and
12.3.5 Discloser; and to keep all Confidential information Information safely and securely and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access and use (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties.
12.4 . The undertakings given Recipient shall, where applicable, at its own expense, within 7 (seven) business days of termination of the Purpose, and in any event within 2 (two) business days of written demand from the Discloser – return or destroy (as stipulated by the Recipient Discloser), and procure the return or destruction of all Confidential Information and all copies of it (whether in terms of this clause 12 shall not apply to any information which:
12.4.1 is paper, electronic or becomes generally available to the public other than format) held by the negligence Recipient, without keeping any copies or default partial copies thereof; destroy, and procure the destruction of all analyses, compilations, notes, studies, memoranda or other documents prepared by the Recipient, which contain or otherwise reflect or are generated from the Confidential Information; delete or procure the deletion of all Confidential Information from any computer, word processor or other device in the possession or control of the Recipient, or by the breach of this Agreement by the Recipient;
12.4.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
12.4.3 is lawfully acquired from third parties who have a right to disclose such information;
12.4.4 by mutual agreement is released from confidential status; and
12.4.5 is required to be disclosed in response to a valid order of court or other governmental agency or if disclosure is otherwise required by law, and the Recipient will provide the Disclosing Party with prompt written notice if such disclosure is required, and shall limit the disclosure to the minimum necessary to comply with the law.
12.5 has lawfully become known by or come into the possession of the Recipient on a nonconfidential basis from a source other than the Disclosing Party or any related parties having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing prior to the Disclosing Party first rendering the Services (whether under this or any prior agreement).
12.6 The onus of proof shall at all times rest on the Recipient to establish that any information falls within these exclusions as set out in clause 12.3 above.
12.7 The Recipient’s non-disclosure obligations in accordance with this Agreement shall remain binding on the Recipient for the duration of this Agreement, and after the termination of this Agreement for whatever reason.
12.8 Should the Recipient breach the confidentially undertaking given by it to the Disclosing Party as set out in this Agreement, the Disclosing Party in addition to any other legal rights and remedies it has in terms of this Agreement or in law, shall be entitled forthwith and without further notice to the Recipient:
12.8.1 to apply to court of competent jurisdiction by way of urgent proceedings to interdict or restrain the Recipient from perpetuating or continuing such breach or doing or permitted anything to be done with constitutes a breach of any such confidentially undertaking; and/or
12.8.2 elects to exercise its right to interdict or restrain the Recipient as aforesaid and to claim from the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breach.
Appears in 2 contracts
Samples: Confidentiality and Non Disclosure Agreement, Confidentiality Agreement
Disclosure and Use of Confidential Information. 12.1 The Recipient acknowledges that:
12.1.1 Receiving Party shall use the Confidential Information is a valuablesolely for the purpose of its internal evaluation. The Receiving Party shall not make any other use, special and commercial asset in whole or in part, of the Disclosing Party; and
12.1.2 the Disclosing Party may suffer irreparable harm or economic and other loss in the event of any such Confidential Information being disclosed or used otherwise than in accordance with this Agreement.
12.2 All Confidential Information disclosed by the Disclosing Party to the Recipient or which otherwise comes to the knowledge of the Recipient or to which it gains access, is acknowledged by the Recipient:
12.2.1 to be proprietary to Disclosing Party; and
12.2.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient.
12.3 The Recipient irrevocably and unconditionally agrees and undertakes:
12.3.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential;
12.3.2 not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party, or otherwise use it to the detriment the Disclosing Party;
12.3.3 except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the respective Disclosing Party. The Receiving Party agrees that, which consent may be granted or withheld in complying with its confidentiality obligations under this Agreement, it shall exercise the sole same care used to protect its own confidential proprietary information, but no less than reasonable care, to prevent the disclosure and absolute discretion to protect the confidentiality of the Disclosing Party, provided that where such consent Confidential Information. If the Receiving Party is grantedan individual, the Recipient shall at all times remain liable Receiving Party may not disclose any Confidential information to any person or entity without the Disclosing Parties’ prior written consent in each instance. If the Receiving Party is a company, the Receiving Party may disclose Confidential Information (i) to the Receiving Party’s directors, officers and employees (collectively, “Representatives”), in each case only to the extent reasonably necessary for the actions Receiving Party’s internal use and only after informing each Representative of the restrictions in this Agreement on the disclosure and use of the Confidential Information and that he or she must comply with such permitted Recipient that would constitute a restrictions, and (ii) to any other person or entity only with the Disclosing Parties’ prior written consent in each instance. The Receiving Party agrees to take all reasonable steps to cause its Representatives to comply with the terms of this Agreement and to be responsible for any breach of this Agreement.
12.3.4 not to copy, reproduce, publish, compile or utilize the Agreement by any Representative. The Receiving Party shall keep all Confidential Information strictly confidential and shall not, without the respective Disclosing Party’s prior written consent in each instance, disclose Confidential Information or any reports, work product or other documents containing any Confidential Information to any third party, firm, corporation or entity. Except as may be required by any means applicable law, without the prior written consent of the respective Disclosing Party, it being recorded the Receiving Party shall not: (a) confirm or deny any statement made by a third party regarding Confidential Information and/or CEII/CII; (b) disclose to any person the fact that Confidential Information and/or CEII/CII have been made available to it; (c) confirm that any copies in whatever forminvestigations, shall be and remain the property discussions or negotiations are taking place; or (d) disclose any of the Disclosing Party, and
12.3.5 terms or conditions with respect to keep all Confidential information safely and securely and to take all same. If any such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access and use (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties.
12.4 The undertakings given by the Recipient in terms of this clause 12 shall not apply to any information which:
12.4.1 is or becomes generally available to the public other than by the negligence or default of the Recipient, or by the breach of this Agreement by the Recipient;
12.4.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
12.4.3 is lawfully acquired from third parties who have a right to disclose such information;
12.4.4 by mutual agreement is released from confidential status; and
12.4.5 is required to be disclosed in response to a valid order of court or other governmental agency or if disclosure is otherwise actions are required by applicable law, and the Recipient will provide the Disclosing Receiving Party with prompt written notice if such disclosure is required, and shall limit the disclosure to the minimum necessary to comply with the lawrequirements of Section 5 below.
12.5 has lawfully become known by or come into the possession of the Recipient on a nonconfidential basis from a source other than the Disclosing Party or any related parties having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing prior to the Disclosing Party first rendering the Services (whether under this or any prior agreement).
12.6 The onus of proof shall at all times rest on the Recipient to establish that any information falls within these exclusions as set out in clause 12.3 above.
12.7 The Recipient’s non-disclosure obligations in accordance with this Agreement shall remain binding on the Recipient for the duration of this Agreement, and after the termination of this Agreement for whatever reason.
12.8 Should the Recipient breach the confidentially undertaking given by it to the Disclosing Party as set out in this Agreement, the Disclosing Party in addition to any other legal rights and remedies it has in terms of this Agreement or in law, shall be entitled forthwith and without further notice to the Recipient:
12.8.1 to apply to court of competent jurisdiction by way of urgent proceedings to interdict or restrain the Recipient from perpetuating or continuing such breach or doing or permitted anything to be done with constitutes a breach of any such confidentially undertaking; and/or
12.8.2 elects to exercise its right to interdict or restrain the Recipient as aforesaid and to claim from the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breach.
Appears in 1 contract
Samples: Non Disclosure Agreement
Disclosure and Use of Confidential Information. 12.1 4.1 Each of the Parties undertakes to disclose to the other such Confidential Information as may be in the possession of the Disclosing Party and as will, in the sole and absolute discretion of the Disclosing Party, be necessary for the Recipient to conduct the negotiations contemplated in clause 3.1.
4.2 The Recipient acknowledges that:Parties acknowledge that —
12.1.1 4.2.1 the Confidential Information is a valuable, special and commercial unique asset of the Disclosing PartyParty and/or its Associated Companies; and
12.1.2 4.2.2 the Disclosing Party and/or its Associated Companies may suffer irreparable harm or substantial economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement.
12.2 4.3 All Confidential Information disclosed by the Disclosing Party to the Recipient or which otherwise comes to the knowledge of the Recipient or to which it gains accessRecipient, is acknowledged by the Recipient:Recipient –
12.2.1 4.3.1 to be proprietary to the Disclosing PartyParty and/or one or more of its Associated Companies; and
12.2.2 4.3.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient.
12.3 4.4 The Recipient irrevocably and unconditionally agrees and undertakes:undertakes —
12.3.1 4.4.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential;
12.3.2 4.4.2 not to use or permit the use of the Confidential Information for any purpose other than the Permitted Purpose and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party, Party and/or its Associated Companies or otherwise use it to the detriment of the Disclosing PartyParty and/or its Associated Companies;
12.3.3 4.4.3 except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, which consent may be granted or withheld in the sole and absolute discretion of the Disclosing Party, provided that where such consent is granted, the Recipient shall at all times remain liable for the actions of such permitted Recipient that would constitute a breach of this Agreement.;
12.3.4 4.4.4 not to copydecompile, reproducedisassemble or reverse engineer or otherwise modify, publishadapt, compile alter or utilize vary the whole or any part of the Confidential Information;
4.4.5 not to copy or reproduce the Confidential Information by any means without the prior written consent of the Disclosing Party, it being recorded that any copies in whatever form, shall be and remain the property of the Disclosing Party, ; and
12.3.5 4.4.6 to keep all Confidential information Information safely and securely and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access and use (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties.
12.4 The undertakings given by the Recipient in terms of this clause 12 shall not apply to any information which:
12.4.1 is or becomes generally available to the public other than by the negligence or default of the Recipient, or by the breach of this Agreement by the Recipient;
12.4.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
12.4.3 is lawfully acquired from third parties who have a right to disclose such information;
12.4.4 by mutual agreement is released from confidential status; and
12.4.5 is required to be disclosed in response to a valid order of court or other governmental agency or if disclosure is otherwise required by law, and the Recipient will provide the Disclosing Party with prompt written notice if such disclosure is required, and shall limit the disclosure to the minimum necessary to comply with the law.
12.5 has lawfully become known by or come into the possession of the Recipient on a nonconfidential basis from a source other than the Disclosing Party or any related parties having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing prior to the Disclosing Party first rendering the Services (whether under this or any prior agreement).
12.6 The onus of proof shall at all times rest on the Recipient to establish that any information falls within these exclusions as set out in clause 12.3 above.
12.7 The Recipient’s non-disclosure obligations in accordance with this Agreement shall remain binding on the Recipient for the duration of this Agreement, and after the termination of this Agreement for whatever reason.
12.8 Should the Recipient breach the confidentially undertaking given by it to the Disclosing Party as set out in this Agreement, the Disclosing Party in addition to any other legal rights and remedies it has in terms of this Agreement or in law, shall be entitled forthwith and without further notice to the Recipient:
12.8.1 to apply to court of competent jurisdiction by way of urgent proceedings to interdict or restrain the Recipient from perpetuating or continuing such breach or doing or permitted anything to be done with constitutes a breach of any such confidentially undertaking; and/or
12.8.2 elects to exercise its right to interdict or restrain the Recipient as aforesaid and to claim from the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breach.
Appears in 1 contract
Disclosure and Use of Confidential Information. 12.1 The Recipient acknowledges that:(a) As used in this Agreement, the term “Confidential Information” means all documents, materials and/or information relating to the Business and provided or made available by Owner and/or Agent to Prospective Purchaser, including, without limitation, operating, economic, financial, performance, valuation and/or marketing information on the Business that is non-public, confidential and/or proprietary in nature, as determined by Owner.
12.1.1 (b) Prospective Purchaser shall use the Confidential Information is a valuable, special for the sole purpose of evaluating the Business and commercial asset of determining whether Prospective Purchaser will enter into and/or consummate the Disclosing Party; and
12.1.2 the Disclosing Party may suffer irreparable harm or economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement.
12.2 All Confidential Information disclosed by the Disclosing Party to the Recipient or which otherwise comes to the knowledge of the Recipient or to which it gains access, is acknowledged by the Recipient:
12.2.1 to be proprietary to Disclosing Party; and
12.2.2 Proposed Transaction. Prospective Purchaser shall not to confer any rights of whatsoever nature in such Confidential Information on the Recipient.
12.3 The Recipient irrevocably and unconditionally agrees and undertakes:
12.3.1 to treat and safeguard use the Confidential Information as strictly private, secret and confidential;
12.3.2 not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party, or otherwise use it to the detriment the Disclosing Party;
12.3.3 except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or other purpose whatsoever without the prior written consent of the Disclosing PartyAgent, which consent may be granted or withheld Agent shall have the right to withhold in the Owner’s sole and absolute discretion of the Disclosing Party, provided that where such consent is granted, the Recipient shall at all times remain liable for the actions of such permitted Recipient that would constitute a breach of this Agreementdiscretion.
12.3.4 not to copy, reproduce, publish, compile or utilize (c) Prospective Purchaser shall keep and maintain the Confidential Information (whether conveyed by Agent or Owner to Prospective Purchaser orally or in written form) as confidential, and shall not release or disclose the Confidential Information to any means other person or entity without the prior written consent of Agent or Owner, which consent Agent or Owner shall have the Disclosing Partyright to withhold in Agent’s or Owner’s sole discretion, it being recorded except that Agent’s or Owner’s prior written consent shall not be required for Prospective Purchaser’s release or disclosure of the Confidential Information:
(i) to Prospective Purchaser’s officers, directors, partners, members, employees, agents, attorneys, accountants, representatives or lenders (collectively, “Prospective Purchaser’s Representatives”), in each case (A) who have a need to know the Confidential Information in connection with the Proposed Transaction, and (B) who have been informed by Prospective Purchaser of the confidential nature of the Confidential Information and have agreed in writing in favor of Agent to be bound by the provisions of this Agreement; or
(ii) as required by law or regulatory or judicial process.
(d) Upon Agent’s request, Prospective Purchaser shall provide Agent with a written list of all of the Prospective Purchaser’s Representatives who have access to all or any copies in whatever formportion of the Confidential Information. In addition, if Prospective Purchaser or any of the Prospective Purchaser’s Representatives become legally compelled to release or disclose any of the Confidential Information, Prospective Purchaser shall provide Agent with prompt written notice thereof, and Agent, at Agent’s sole option, shall be and remain have the property of the Disclosing Partyright (but without obligation to do so) to seek to obtain a protective order or other court order, and
12.3.5 or to keep all Confidential information safely and securely and to take all such steps as may be reasonably necessary to protect it against theftpursue any other appropriate remedy, damage, loss, unauthorised access and use (including access by electronic means) and in order to prevent Confidential Information from falling into the hands of unauthorised third partiessuch release or disclosure.
12.4 The undertakings given by the Recipient in terms of (e) Prospective Purchaser’s nondisclosure obligations under this clause 12 section shall not apply or extend to any information which:
12.4.1 is or of the Confidential Information which becomes generally available to the public other than as a result of a disclosure by the negligence Prospective Purchaser or default any of the RecipientProspective Purchaser’s Representatives.
(f) If Prospective Purchaser or any of the Prospective Purchaser’s Representatives fails in any respect to perform or comply with any of Prospective Purchaser’s obligations under this Agreement, or by the such failure shall constitute a breach of this Agreement by Prospective Purchaser, and, in addition, Agent shall have the Recipient;
12.4.2 the Disclosing Party confirms right, in writing is disclosed on a non-confidential basis;
12.4.3 is lawfully acquired from third parties who have a Agent’s sole discretion, to terminate Prospective Purchaser’s right to disclose such information;
12.4.4 by mutual agreement is released from confidential status; and
12.4.5 is required use the Confidential Information for any purpose, to terminate any discussions or negotiations between Agent or Owner and Prospective Purchaser concerning the Proposed Transaction. The foregoing rights shall be disclosed in response to a valid order of court or other governmental agency or if disclosure is otherwise required by law, and the Recipient will provide the Disclosing Party with prompt written notice if such disclosure is requiredaddition to, and shall limit not preclude the disclosure to the minimum necessary to comply with the law.
12.5 has lawfully become known exercise by Agent or come into the possession of the Recipient on a nonconfidential basis from a source other than the Disclosing Party or any related parties having the legal right to disclose sameOwner of, provided that such knowledge or possession is evidenced by the written records of the Recipient existing prior to the Disclosing Party first rendering the Services (whether under this or any prior agreement).
12.6 The onus of proof shall at all times rest on the Recipient to establish that any information falls within these exclusions as set out in clause 12.3 above.
12.7 The Recipient’s non-disclosure obligations in accordance with this Agreement shall remain binding on the Recipient for the duration of this Agreement, and after the termination of this Agreement for whatever reason.
12.8 Should the Recipient breach the confidentially undertaking given by it to the Disclosing Party as set out in this Agreement, the Disclosing Party in addition to any other legal rights and remedies it has in terms of right or remedy available to Agent or Owner under this Agreement or at law or in lawequity, shall be entitled forthwith and including, without further notice to limitation, the Recipient:
12.8.1 right of Agent or Owner to apply to any court of competent jurisdiction by way of urgent proceedings for a temporary or permanent injunction or other appropriate order to interdict or restrain the Recipient from perpetuating or continuing such enjoin any breach or doing or permitted anything to be done with constitutes a threatened breach of this Agreement. In this regard, Prospective Purchaser agrees that money damages alone would not be a sufficient remedy for Agent or Owner for any breach of this Agreement by Prospective Purchaser No forbearance, failure or delay by Agent or Owner in exercising any such confidentially undertaking; and/or
12.8.2 elects to right or remedy shall operate as a waiver thereof or preclude Agent’s or Owner’s further or later exercise its of such right to interdict or restrain the Recipient as aforesaid and to claim from the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breachremedy.
Appears in 1 contract
Samples: Confidentiality Agreement
Disclosure and Use of Confidential Information. 12.1 The Recipient acknowledges that:
12.1.1 Except as otherwise provided herein, unless the party receiving the Confidential Information is a valuable, special and commercial asset (the "Receiving Party") has obtained the prior written consent of the party (the "Disclosing Party; and
12.1.2 the Disclosing Party may suffer irreparable harm ") disclosing or economic and other loss in the event of such on whose behalf Confidential Information being disclosed or used otherwise than is disclosed, the Receiving Party will hold in accordance with this Agreement.
12.2 All confidence and not disclose any Confidential Information disclosed by Information. Further, the Disclosing Receiving Party agrees to the Recipient or which otherwise comes to the knowledge of the Recipient or to which it gains access, is acknowledged by the Recipient:
12.2.1 to be proprietary to Disclosing Party; and
12.2.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient.
12.3 The Recipient irrevocably and unconditionally agrees and undertakes:
12.3.1 to treat and safeguard use the Confidential Information as strictly private, secret only for the purpose of this Agreement or the Commercialization Agreement and confidential;
12.3.2 will not to use or permit the use of exploit the Confidential Information, whether either directly or indirectly, to obtain a commercial, trading, investment, financial for its own benefit or other advantage over the Disclosing Party, or otherwise use it to the detriment the Disclosing Party;
12.3.3 except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever benefit of another without the prior written consent of the Disclosing Party. These obligations of confidentiality and non-use shall continue during the Term, which consent may be granted or withheld in the sole and absolute discretion term of the Disclosing PartyCommercialization Agreement and for a period of five (5) years after the termination of the Commercialization Agreement. Notwithstanding the foregoing, provided these mutual obligations of confidentiality shall not apply to any information to the extent that where such consent is granted, information is:
(i) independently developed by such party as documented by prior written records outside the Recipient shall at all times remain liable for the actions of such permitted Recipient that would constitute a breach scope and not in violation of this Agreement.;
12.3.4 not (ii) legally in the public domain at the time of its receipt or thereafter legally becomes part of the public domain through no fault of the Receiving Party;
(iii) received without an obligation of confidentiality from a Third Party having the right to copy, reproduce, publish, compile or utilize disclose such information;
(iv) released from the Confidential Information restrictions of this Article VI6 by any means without the prior written consent of the Disclosing Party, it being recorded that any copies in whatever form, shall be and remain the property of the Disclosing Party, and; or
12.3.5 to keep all Confidential information safely and securely and to take all such steps (v) as may be reasonably necessary to protect it against theftrequired for securing Regulatory Approval, damage, loss, unauthorised access and use (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties.
12.4 The undertakings given by the Recipient in terms of this clause 12 shall not apply to any information which:
12.4.1 is or becomes generally available to the public other than by the negligence or default of the Recipient, or by the breach of this Agreement by the Recipient;
12.4.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
12.4.3 is lawfully acquired from third parties who have a right to disclose such information;
12.4.4 by mutual agreement is released from confidential status; and
12.4.5 is as may be required to be disclosed in response to a valid order of court Regulatory Authority, or other governmental agency or if disclosure is as otherwise required by lawa court order or any law or regulation (including as may be required in connection with any filings made with the Securities and Exchange Commission or by the disclosure policies of a major stock exchange on which the securities of the Receiving Party are or may be reasonably expected to be traded); provided, and the Recipient will provide however, that, at the Disclosing Party's request, the Receiving Party with prompt written notice if shall request that the relevant legal or Regulatory Authority or major stock exchange treat as confidential any Confidential Information of either party included in any such disclosure is required, and shall limit the disclosure generally use diligent efforts to the minimum necessary to comply with the lawseek confidential treatment where available.
12.5 has lawfully become known by or come into the possession of the Recipient on a nonconfidential basis from a source other than the Disclosing Party or any related parties having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing prior to the Disclosing Party first rendering the Services (whether under this or any prior agreement).
12.6 The onus of proof shall at all times rest on the Recipient to establish that any information falls within these exclusions as set out in clause 12.3 above.
12.7 The Recipient’s non-disclosure obligations in accordance with this Agreement shall remain binding on the Recipient for the duration of this Agreement, and after the termination of this Agreement for whatever reason.
12.8 Should the Recipient breach the confidentially undertaking given by it to the Disclosing Party as set out in this Agreement, the Disclosing Party in addition to any other legal rights and remedies it has in terms of this Agreement or in law, shall be entitled forthwith and without further notice to the Recipient:
12.8.1 to apply to court of competent jurisdiction by way of urgent proceedings to interdict or restrain the Recipient from perpetuating or continuing such breach or doing or permitted anything to be done with constitutes a breach of any such confidentially undertaking; and/or
12.8.2 elects to exercise its right to interdict or restrain the Recipient as aforesaid and to claim from the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breach.
Appears in 1 contract
Samples: Development Agreement (Novirio Pharmaceuticals LTD)
Disclosure and Use of Confidential Information. 12.1 The Recipient acknowledges that:
12.1.1 Except as otherwise provided herein, unless the party receiving the Confidential Information is a valuable(the "Receiving Party"), special and commercial asset has obtained the prior written consent of the party (the "Disclosing Party; and
12.1.2 the Disclosing Party may suffer irreparable harm ") disclosing or economic and other loss in the event of such on whose behalf Confidential Information being disclosed or used otherwise than is disclosed, the Receiving Party will hold in accordance with this Agreement.
12.2 All confidence and not disclose any Confidential Information disclosed by Information. Further, the Disclosing Receiving Party agrees to the Recipient or which otherwise comes to the knowledge of the Recipient or to which it gains access, is acknowledged by the Recipient:
12.2.1 to be proprietary to Disclosing Party; and
12.2.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient.
12.3 The Recipient irrevocably and unconditionally agrees and undertakes:
12.3.1 to treat and safeguard use the Confidential Information as strictly private, secret only for the purpose of this Agreement and confidential;
12.3.2 will not to use or permit the use of exploit the Confidential Information, whether either directly or indirectly, to obtain a commercial, trading, investment, financial for its own benefit or other advantage over the Disclosing Party, or otherwise use it to the detriment the Disclosing Party;
12.3.3 except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever benefit of another without the prior written consent of the Disclosing Party. These obligations of confidentiality and non-use will continue during the Term, which consent may be granted or withheld in and for a period of five (5) years after the sole and absolute discretion termination of the Disclosing PartyCommercialization Agreement. Notwithstanding the foregoing, provided these mutual obligations of confidentiality will not apply to any information to the extent that where such consent is granted, information is:
(i) independently developed by the Recipient shall at all times remain liable for Receiving Party as documented by prior written records outside the actions of such permitted Recipient that would constitute a breach scope and not in violation of this Agreement.;
12.3.4 not (ii) legally in the public domain at the time of its receipt or thereafter legally becomes part of the public domain through no fault of the Receiving Party;
(iii) received without an obligation of confidentiality from a Third Party having the right to copy, reproduce, publish, compile or utilize disclose such information;
(iv) released from the Confidential Information restrictions of this Article 6 by any means without the prior written consent of the Disclosing Party, it being recorded that any copies in whatever form, shall be and remain the property of the Disclosing Party, and; or
12.3.5 to keep all Confidential information safely and securely and to take all such steps (v) as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access and use (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties.
12.4 The undertakings given by the Recipient in terms of this clause 12 shall not apply to any information which:
12.4.1 is or becomes generally available to the public other than by the negligence or default of the Recipientrequired for securing Regulatory Approval, or by the breach of this Agreement by the Recipient;
12.4.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
12.4.3 is lawfully acquired from third parties who have a right to disclose such information;
12.4.4 by mutual agreement is released from confidential status; and
12.4.5 is as may be required to be disclosed in response to a valid order of court Regulatory Authority or other governmental agency or if disclosure is as otherwise required by lawa court order or any law or regulation (including as may be required in connection with any filings made with the Securities and Exchange Commission or by the disclosure policies of a major stock exchange on which the securities of the Receiving Party are or may be reasonably expected to be traded); provided, and the Recipient will provide however, that, at the Disclosing Party's request, the Receiving Party with prompt written notice if will request that the relevant judicial body, regulatory agency or Regulatory Authority or major stock exchange treat as confidential any Confidential Information of either Party included in any such disclosure is required, and shall limit the disclosure generally use diligent efforts to the minimum necessary to comply with the lawseek confidential treatment where available.
12.5 has lawfully become known by or come into the possession of the Recipient on a nonconfidential basis from a source other than the Disclosing Party or any related parties having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing prior to the Disclosing Party first rendering the Services (whether under this or any prior agreement).
12.6 The onus of proof shall at all times rest on the Recipient to establish that any information falls within these exclusions as set out in clause 12.3 above.
12.7 The Recipient’s non-disclosure obligations in accordance with this Agreement shall remain binding on the Recipient for the duration of this Agreement, and after the termination of this Agreement for whatever reason.
12.8 Should the Recipient breach the confidentially undertaking given by it to the Disclosing Party as set out in this Agreement, the Disclosing Party in addition to any other legal rights and remedies it has in terms of this Agreement or in law, shall be entitled forthwith and without further notice to the Recipient:
12.8.1 to apply to court of competent jurisdiction by way of urgent proceedings to interdict or restrain the Recipient from perpetuating or continuing such breach or doing or permitted anything to be done with constitutes a breach of any such confidentially undertaking; and/or
12.8.2 elects to exercise its right to interdict or restrain the Recipient as aforesaid and to claim from the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breach.
Appears in 1 contract
Samples: Commercialization Agreement (Novirio Pharmaceuticals LTD)
Disclosure and Use of Confidential Information. 12.1 The Recipient acknowledges that:
12.1.1 2.1 In consideration of the Disclosing Party disclosing the Confidential Information is a valuableto the Recipient, special the Recipient agrees:
(A) to use the Confidential Information solely to enable the Recipient to carry out its responsibilities in relation to the Services;
(B) to keep all Confidential Information confidential and commercial asset not directly or indirectly disclose any of it to any person save as permitted under clauses 2.2 and 2.3 below;
(C) not to use or allow the use of any Confidential Information in any way to the detriment of the Disclosing Receiving Party; and
12.1.2 (D) otherwise to comply with the terms of this Confidentiality Agreement.
2.2 The Recipient may disclose the Confidential Information only to approved subcontractors, officers and employees of the Recipient who:
(A) have a need to know (and only to the extent that each has a need to know);
(B) are aware that all Confidential Information must be kept confidential; and
(C) have agreed in writing with the Recipient and in terms acceptable to the Disclosing Party to comply with the terms no less onerous than those of this Confidentiality Agreement (a “Secrecy Agreement”).
2.3 The Recipient may suffer irreparable harm or economic and other loss in only disclose the event of such Confidential Information being disclosed or used otherwise than to any other person if the Disclosing Party has given its prior written consent to such disclosure. Any such disclosure shall be made in accordance with this Agreementthe procedure set out in clause 2.2.
12.2 All Confidential Information disclosed 2.4 The Recipient agrees that any failure by the Recipient’s officers or employees or by any other person to comply with a Secrecy Agreement will also be deemed to be a breach of this Confidentiality Agreement by the Recipient itself.
2.5 The Recipient shall promptly:
(A) enforce all Secrecy Agreements at its own expense;
(B) comply with any direction issued by the Disclosing Party from time to the Recipient or which otherwise comes to the knowledge time regarding enforcement of the Recipient or to which it gains accessany Secrecy Agreements (including, is acknowledged by the Recipient:
12.2.1 to be proprietary to Disclosing Partybut not limited to, starting, conducting and settling enforcement proceedings); and
12.2.2 not to confer (C) assign any rights of whatsoever nature in such Confidential Information on the Recipient.
12.3 The Recipient irrevocably and unconditionally agrees and undertakes:
12.3.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential;
12.3.2 not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party, or otherwise use it to the detriment the Disclosing Party;
12.3.3 except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, which consent may be granted or withheld in the sole and absolute discretion of the Disclosing Party, provided that where such consent is granted, the Recipient shall at all times remain liable for the actions of such permitted Recipient that would constitute a breach of this Agreement.
12.3.4 not to copy, reproduce, publish, compile or utilize the Confidential Information by any means without the prior written consent of the Disclosing Party, it being recorded that any copies in whatever form, shall be and remain the property of the Disclosing Party, and
12.3.5 to keep all Confidential information safely and securely and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access and use (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties.
12.4 The undertakings given by the Recipient in terms of this clause 12 shall not apply to any information which:
12.4.1 is or becomes generally available to the public other than by the negligence or default of the Recipient, or by the breach of this Secrecy Agreement by the Recipient;
12.4.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
12.4.3 is lawfully acquired from third parties who have a right to disclose such information;
12.4.4 by mutual agreement is released from confidential status; and
12.4.5 is required to be disclosed in response to a valid order of court or other governmental agency or if disclosure is otherwise required by law, and the Recipient will provide the Disclosing Party with prompt written notice if such disclosure is required, and shall limit the disclosure to the minimum necessary to comply with the law.
12.5 has lawfully become known by or come into the possession of the Recipient on a nonconfidential basis from a source other than the Disclosing Party or any related parties having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing prior to the Disclosing Party first rendering the Services (whether under this or any prior agreement)at its request.
12.6 The onus of proof shall at all times rest on the Recipient to establish that any information falls within these exclusions as set out in clause 12.3 above.
12.7 The Recipient’s non-disclosure obligations in accordance with this Agreement shall remain binding on the Recipient for the duration of this Agreement, and after the termination of this Agreement for whatever reason.
12.8 Should the Recipient breach the confidentially undertaking given by it to the Disclosing Party as set out in this Agreement, the Disclosing Party in addition to any other legal rights and remedies it has in terms of this Agreement or in law, shall be entitled forthwith and without further notice to the Recipient:
12.8.1 to apply to court of competent jurisdiction by way of urgent proceedings to interdict or restrain the Recipient from perpetuating or continuing such breach or doing or permitted anything to be done with constitutes a breach of any such confidentially undertaking; and/or
12.8.2 elects to exercise its right to interdict or restrain the Recipient as aforesaid and to claim from the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breach.
Appears in 1 contract
Samples: Confidentiality Agreement
Disclosure and Use of Confidential Information. 12.1 4.1 Each of the Parties undertakes to disclose to the other such Confidential Information as may be in the possession of the Disclosing Party and as will be necessary for the training contemplated in clause 3.1.
4.2 The Recipient acknowledges that:Parties acknowledge that -
12.1.1 4.2.1 the Confidential Information is a valuable, special and commercial unique asset of the Disclosing PartyParty and/or its Associated Companies; and
12.1.2 and the Disclosing Party and/or its Associated Companies may suffer irreparable harm or substantial economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement.
12.2 4.3 All Confidential Information disclosed by the Disclosing Party to the Recipient or which otherwise comes to the knowledge of the Recipient or to which it gains accessRecipient, is acknowledged by the Recipient:Recipient –
12.2.1 4.3.1 to be proprietary to the Disclosing PartyParty and/or one or more of its Associated Companies; and
12.2.2 4.3.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient.
12.3 4.4 The Recipient irrevocably and unconditionally agrees and undertakes:undertakes -
12.3.1 4.4.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential;
12.3.2 4.4.2 not to use or permit the use of the Confidential Information for any purpose other than the Permitted Purpose and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party, Party and/or its Associated Companies or otherwise use it to the detriment of the Disclosing PartyParty and/or its Associated Companies;
12.3.3 4.4.3 except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, which consent may be granted or withheld in the sole and absolute discretion of the Disclosing Party, provided that where such consent is granted, the Recipient shall at all times remain liable for the actions of such permitted Recipient that would constitute a breach of this Agreement.;
12.3.4 4.4.4 not to copy, reproduce, publish, compile copy or utilize reproduce the Confidential Information by any means without the prior written consent of the Disclosing Party, it being recorded that any copies in whatever form, shall be and remain the property of the Disclosing Party, ; and
12.3.5 4.4.5 to keep all Confidential information Information safely and securely and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access and use (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties.
12.4 The undertakings given by the Recipient in terms of this clause 12 shall not apply to any information which:
12.4.1 is or becomes generally available to the public other than by the negligence or default of the Recipient, or by the breach of this Agreement by the Recipient;
12.4.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
12.4.3 is lawfully acquired from third parties who have a right to disclose such information;
12.4.4 by mutual agreement is released from confidential status; and
12.4.5 is required to be disclosed in response to a valid order of court or other governmental agency or if disclosure is otherwise required by law, and the Recipient will provide the Disclosing Party with prompt written notice if such disclosure is required, and shall limit the disclosure to the minimum necessary to comply with the law.
12.5 has lawfully become known by or come into the possession of the Recipient on a nonconfidential basis from a source other than the Disclosing Party or any related parties having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing prior to the Disclosing Party first rendering the Services (whether under this or any prior agreement).
12.6 The onus of proof shall at all times rest on the Recipient to establish that any information falls within these exclusions as set out in clause 12.3 above.
12.7 The Recipient’s non-disclosure obligations in accordance with this Agreement shall remain binding on the Recipient for the duration of this Agreement, and after the termination of this Agreement for whatever reason.
12.8 Should the Recipient breach the confidentially undertaking given by it to the Disclosing Party as set out in this Agreement, the Disclosing Party in addition to any other legal rights and remedies it has in terms of this Agreement or in law, shall be entitled forthwith and without further notice to the Recipient:
12.8.1 to apply to court of competent jurisdiction by way of urgent proceedings to interdict or restrain the Recipient from perpetuating or continuing such breach or doing or permitted anything to be done with constitutes a breach of any such confidentially undertaking; and/or
12.8.2 elects to exercise its right to interdict or restrain the Recipient as aforesaid and to claim from the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breach.
Appears in 1 contract
Samples: Learner Management System Agreement
Disclosure and Use of Confidential Information. 12.1 The Recipient acknowledges that:
12.1.1 Each of Aurizon Network and the Confidential Information is a valuable, special RIM (“the Recipient”) undertakes to keep confidential and commercial asset of the Disclosing Party; and
12.1.2 the Disclosing Party may suffer irreparable harm or economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement.
12.2 All not disclose any Confidential Information disclosed by the Disclosing Party other party to it (“the Recipient Discloser”) or which otherwise comes permit any person employed or engaged by it to the knowledge of the Recipient or to which it gains access, is acknowledged by the Recipient:
12.2.1 to be proprietary to Disclosing Party; and
12.2.2 not to confer disclose any rights of whatsoever nature in such Confidential Information on to any person (including other individuals employed or engaged by that party) except in accordance with this Deed, and to use Confidential Information disclosed by the Discloser only for the Permitted Purpose, unless: the Discloser provides its prior written approval; or the disclosure and/or use is: required or compelled by any law; required or compelled by any order of a court; required or compelled by notice validly issued by any Authority; necessary for the conduct of any legal proceedings, including any dispute resolution process under the Rail Connection Agreement, the Aurizon Network Access Undertaking or the Queensland Competition Authority Act 1997 (Qld); required under any stock exchange listing requirement or rule; or to the Recipient.
12.3 The ’s solicitors, barristers, or accountants under a duty of confidentiality. Each Recipient irrevocably acknowledges and unconditionally agrees and undertakes:
12.3.1 to treat and safeguard that: the Confidential Information as strictly private, secret of the Discloser is confidential to the Discloser and confidential;
12.3.2 not to is and remains at all times the valuable and exclusive property of the Discloser; the Recipient is responsible for any use or permit disclosure of Confidential Information which is contrary to the use provisions of this Deed by persons to whom the Recipient discloses the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party, or otherwise use it to the detriment the Disclosing Party;
12.3.3 except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, which consent may be granted or withheld in the sole and absolute discretion of the Disclosing Party, provided that where such consent is granted, the Recipient shall at all times remain liable for the actions of such permitted Recipient that would constitute a breach of this Agreement.
12.3.4 not to copy, reproduce, publish, compile or utilize the Confidential Information by any means without the prior written consent of the Disclosing Party, it being recorded that any copies in whatever form, shall be and remain the property of the Disclosing Party, and
12.3.5 to keep all Confidential information safely and securely and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access and prevent any such improper use or disclosure (including access by electronic means) and enforcing any confidentiality deed or confidentiality provisions contained in another arrangement pursuant to prevent which the Recipient disclosed that Confidential Information); the Recipient shall not copy or reduce into tangible, visible or recorded form or allow to be copied or reduced into tangible, visible or recorded form, any Confidential Information from falling into furnished to it by or on behalf of another party to this Deed except to the hands of unauthorised third parties.
12.4 The undertakings given extent necessary to carry out the Permitted Purpose; this Deed shall not be construed as assigning any other rights to use Confidential Information, or as granting to the Recipient any licence or other rights relating to any Confidential Information or other intellectual property rights owned by the Discloser; the Recipient in terms of shall secure and protect the Confidential Information received from another party to this clause 12 shall not apply to Deed from unauthorised disclosure, access or use; the Discloser may take legal proceedings against the Recipient and/or any information which:
12.4.1 third party if there is any actual, threatened or becomes generally available to the public other than by the negligence or default of the Recipient, or by the suspected breach of this Agreement Deed or a breach by the Recipient;
12.4.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
12.4.3 is lawfully acquired from third parties who have a right to disclose such information;
12.4.4 by mutual agreement is released from confidential status; and
12.4.5 is required to be disclosed in response to a valid order of court or other governmental agency or if disclosure is otherwise required by law, and the Recipient will provide the Disclosing Party with prompt written notice if such disclosure is required, and shall limit the disclosure to the minimum necessary to comply with the law.
12.5 has lawfully become known by or come into the possession Related Body Corporate of the Recipient on of a nonconfidential basis from a source other than the Disclosing Party confidentiality deed or any related parties having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of confidentiality provisions contained in another arrangement with the Recipient existing prior pursuant to which the Confidential Information was disclosed to it; and damages may be inadequate compensation for breach of this Deed and, subject to the Disclosing Party first rendering the Services (whether under this or any prior agreement).
12.6 The onus of proof shall at all times rest on the Recipient to establish that any information falls within these exclusions as set out in clause 12.3 above.
12.7 The Recipientcourt’s non-disclosure obligations in accordance with this Agreement shall remain binding on the Recipient for the duration of this Agreement, and after the termination of this Agreement for whatever reason.
12.8 Should the Recipient breach the confidentially undertaking given by it to the Disclosing Party as set out in this Agreementdiscretion, the Disclosing Party in addition to any other legal rights and remedies it has in terms of this Agreement or in law, Discloser shall be entitled forthwith to specific performance of this Deed and without further notice to the Recipient:
12.8.1 to apply to court of competent jurisdiction may restrain, by way of urgent proceedings to interdict an injunction or restrain the Recipient from perpetuating similar remedy, any conduct or continuing such breach threatened conduct which is or doing or permitted anything to will be done with constitutes a breach of any such confidentially undertaking; and/or
12.8.2 elects to exercise its right to interdict or restrain the Recipient as aforesaid and to claim from the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breachthis Deed.
Appears in 1 contract
Samples: Rail Connection Agreement
Disclosure and Use of Confidential Information. 12.1 The Recipient acknowledges that:
12.1.1 Parties acknowledge that the Confidential Information is a valuable, special important and commercial unique asset of the Disclosing Party; and
12.1.2 Party and that the Disclosing Party may suffer irreparable harm or substantial economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement.
12.2 . All Confidential Information disclosed by the Disclosing Party to the Recipient Receiving Party or which otherwise comes to the knowledge of the Recipient or to which it gains accessReceiving Party, is acknowledged by the Recipient:
12.2.1 Receiving Party– to be proprietary to the Disclosing Party; and
12.2.2 and not to confer any rights of whatsoever nature in such Confidential Information on the Recipient.
12.3 Receiving Party. The Recipient Receiving Party irrevocably and unconditionally agrees and undertakes:
12.3.1 undertakes ‑ to treat and safeguard the Confidential Information as strictly private, secret and confidential;
12.3.2 ; not to use or permit the use of the Confidential Information for any purpose other than for which it was intended and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party, Party or otherwise use it to the detriment of the Disclosing Party;
12.3.3 ; except as permitted by this Agreement, not to disclose disclose, publish or divulge, directly or indirectly, the Confidential Information in any manner to any third party Third Party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, which consent may be granted or withheld in the sole and absolute discretion of the Disclosing Party, provided that where such consent is granted, the Recipient shall at all times remain liable for the actions of such permitted Recipient that would constitute a breach of this Agreement.
12.3.4 not to copy, reproduce, publish, compile or utilize the Confidential Information by any means without the prior written consent of the Disclosing Party, it being recorded that any copies in whatever form, shall be and remain the property of the Disclosing Party, and
12.3.5 ; to keep all Confidential information Information safely and securely and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access and use (including access by electronic means) and to prevent unauthorised access to Confidential Information from falling into by Third Parties; not to use the hands Confidential Information, whether directly or indirectly, for the Receiving Party's benefit or the benefit of unauthorised third parties.
12.4 any person other than the Disclosing Party; and not to decompile, disassemble or reverse engineer the whole or any part of Confidential Information. The Receiving Party shall be entitled to disclose the Confidential Information only to Permitted Recipients, and then only to the extent that such disclosure is strictly necessary and on a "need to know" basis. The Receiving Party shall, both before and after the disclosure of any Confidential Information to a Permitted Recipient, inform such Permitted Recipient of, and take all practical steps to impress upon the Permitted Recipient, the secret and confidential nature of the Confidential Information and the Receiving Party's obligations under this Agreement. The Receiving Party shall be responsible for procuring that the Permitted Recipients abide by the provisions of this Agreement and agree to be bound by the confidentiality undertakings given to the Disclosing Party by the Recipient Receiving Party in this Agreement. The Receiving Party shall be responsible for any breach of the terms of this Agreement by any Permitted Recipient. The Receiving Party shall (if requested to do so by the Disclosing Party) procure that the Permitted Recipients give a written undertaking in favour of the Disclosing Party in regard to the Confidential Information on substantially the same terms and conditions contained in this Agreement. The Receiving Party's failure to obtain receipt of the written undertaking referred to in clause 46.2.7 shall in no way detract from the Receiving Party's obligations in terms of this clause 12 shall not apply to any information which:
12.4.1 is or becomes generally available to the public other than by the negligence or default of the Recipient, or by the breach of this Agreement by the Recipient;
12.4.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
12.4.3 is lawfully acquired from third parties who have a right to disclose such information;
12.4.4 by mutual agreement is released from confidential status; and
12.4.5 is required to be disclosed in response to a valid order of court or other governmental agency or if disclosure is otherwise required by law, and the Recipient will provide the Disclosing Party with prompt written notice if such disclosure is required, and shall limit the disclosure to the minimum necessary to comply with the lawAgreement.
12.5 has lawfully become known by or come into the possession of the Recipient on a nonconfidential basis from a source other than the Disclosing Party or any related parties having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing prior to the Disclosing Party first rendering the Services (whether under this or any prior agreement).
12.6 The onus of proof shall at all times rest on the Recipient to establish that any information falls within these exclusions as set out in clause 12.3 above.
12.7 The Recipient’s non-disclosure obligations in accordance with this Agreement shall remain binding on the Recipient for the duration of this Agreement, and after the termination of this Agreement for whatever reason.
12.8 Should the Recipient breach the confidentially undertaking given by it to the Disclosing Party as set out in this Agreement, the Disclosing Party in addition to any other legal rights and remedies it has in terms of this Agreement or in law, shall be entitled forthwith and without further notice to the Recipient:
12.8.1 to apply to court of competent jurisdiction by way of urgent proceedings to interdict or restrain the Recipient from perpetuating or continuing such breach or doing or permitted anything to be done with constitutes a breach of any such confidentially undertaking; and/or
12.8.2 elects to exercise its right to interdict or restrain the Recipient as aforesaid and to claim from the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breach.
Appears in 1 contract
Samples: Master Service Agreement
Disclosure and Use of Confidential Information. 12.1 The Recipient acknowledges that:
12.1.1 2.1 In consideration of the Disclosing Party disclosing the Confidential Information is a valuableto the Recipient, special the Recipient agrees:
(A) to use the Confidential Information solely to enable the Recipient to carry out its responsibilities in relation to the Services;
(B) to keep all Confidential Information confidential and commercial asset not directly or indirectly disclose any of it to any person save as permitted under clauses 2.2 and 2.3 below;
(C) not to use or allow the use of any Confidential Information in any way to the detriment of the Disclosing Receiving Party; and
12.1.2 (D) otherwise to comply with the terms of this Confidentiality Agreement.
2.2 The Recipient may disclose the Confidential Information only to approved subcontractors, officers and employees of the Recipient who:
(A) have a need to know (and only to the extent that each has a need to know);
(B) are aware that all Confidential Information must be kept confidential; and
(C) have agreed in writing with the Recipient and in terms acceptable to the Disclosing Party to comply with the terms no less onerous than those of this Confidentiality Agreement (a “Secrecy Agreement”).
2.3 The Recipient may suffer irreparable harm or economic and other loss in only disclose the event of such Confidential Information being disclosed or used otherwise than to any other person if the Disclosing Party has given its prior written consent to such disclosure. Any such disclosure shall be made in accordance with this Agreementthe procedure set out in clause 2.2.
12.2 All Confidential Information disclosed 2.4 The Recipient agrees that any failure by the Recipient’s officers or employees or by any other person to comply with a Secrecy Agreement will also be deemed to be a breach of this Confidentiality Agreement by the Recipient itself.
2.5 The Recipient shall promptly:
(A) enforce all Secrecy Agreements at its own expense;
(B) comply with any direction issued by the Disclosing Party from time to the Recipient or which otherwise comes to the knowledge time regarding enforcement of the Recipient or to which it gains accessany Secrecy Agreements (including, is acknowledged by the Recipient:
12.2.1 to be proprietary to Disclosing Partybut not limited to, starting, conducting and settling enforcement proceedings); and
12.2.2 not to confer (C) assign any rights of whatsoever nature in such Confidential Information on the Recipient.
12.3 The Recipient irrevocably and unconditionally agrees and undertakes:
12.3.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential;
12.3.2 not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party, or otherwise use it to the detriment the Disclosing Party;
12.3.3 except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, which consent may be granted or withheld in the sole and absolute discretion of the Disclosing Party, provided that where such consent is granted, the Recipient shall at all times remain liable for the actions of such permitted Recipient that would constitute a breach of this Agreement.
12.3.4 not to copy, reproduce, publish, compile or utilize the Confidential Information by any means without the prior written consent of the Disclosing Party, it being recorded that any copies in whatever form, shall be and remain the property of the Disclosing Party, and
12.3.5 to keep all Confidential information safely and securely and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access and use (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties.
12.4 The undertakings given by the Recipient in terms of this clause 12 shall not apply to any information which:
12.4.1 is or becomes generally available to the public other than by the negligence or default of the Recipient, or by the breach of this Secrecy Agreement by the Recipient;
12.4.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
12.4.3 is lawfully acquired from third parties who have a right to disclose such information;
12.4.4 by mutual agreement is released from confidential status; and
12.4.5 is required to be disclosed in response to a valid order of court or other governmental agency or if disclosure is otherwise required by law, and the Recipient will provide the Disclosing Party with prompt written notice if such disclosure is required, and shall limit the disclosure to the minimum necessary to comply with the law.
12.5 has lawfully become known by or come into the possession of the Recipient on a nonconfidential basis from a source other than the Disclosing Party or any related parties having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing prior to the Disclosing Party first rendering the Services (whether under this or any prior agreement)at its request.
12.6 The onus of proof shall at all times rest on the Recipient to establish that any information falls within these exclusions as set out in clause 12.3 above.
12.7 The Recipient’s non-disclosure obligations in accordance with this Agreement shall remain binding on the Recipient for the duration of this Agreement, and after the termination of this Agreement for whatever reason.
12.8 Should the Recipient breach the confidentially undertaking given by it to the Disclosing Party as set out in this Agreement, the Disclosing Party in addition to any other legal rights and remedies it has in terms of this Agreement or in law, shall be entitled forthwith and without further notice to the Recipient:
12.8.1 to apply to court of competent jurisdiction by way of urgent proceedings to interdict or restrain the Recipient from perpetuating or continuing such breach or doing or permitted anything to be done with constitutes a breach of any such confidentially undertaking; and/or
12.8.2 elects to exercise its right to interdict or restrain the Recipient as aforesaid and to claim from the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breach.
Appears in 1 contract
Samples: Confidentiality Agreement
Disclosure and Use of Confidential Information. 12.1 The Recipient acknowledges that:
12.1.1 46.1. From time to time during the duration of this Agreement, Confidential Information is a valuable, special and commercial asset of may be given by one Party to this Agreement (“the Disclosing Party; and”) to the other Party (“the Recipient”).
12.1.2 46.2. The Receiving Party will treat and keep all Confidential Information as secret and confidential and will not, without the Disclosing Party may suffer irreparable harm Party’s written consent, directly or economic and indirectly communicate or disclose (whether in writing or orally or in any other loss in the event of such manner) Confidential Information being disclosed or used otherwise to any other person other than in accordance with the terms of this Agreement.
12.2 All 46.3. The Receiving Party will only use the Confidential Information disclosed by for the sole purpose of complying with its obligations under this Agreement.
46.4. Notwithstanding clause 45.2 (Confidential Information) the Receiving Party may disclose Confidential Information:
46.4.1. to those of its Agents who strictly need to know the Confidential Information for the sole purpose set out in clause 45.3 (Confidential Information) provided that the Receiving Party shall ensure that such Agents are made aware prior to the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the Disclosing Party to the Recipient or which otherwise comes to the knowledge of the Recipient or to which it gains access, is acknowledged by the Recipient:
12.2.1 to be proprietary to Disclosing Party; and
12.2.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient.
12.3 The Recipient irrevocably and unconditionally agrees and undertakes:
12.3.1 to treat and safeguard the Confidential Information same terms as strictly private, secret and confidential;
12.3.2 not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party, or otherwise use it to the detriment the Disclosing Party;
12.3.3 except as permitted by contained in this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, which consent may be granted or withheld in the sole and absolute discretion of the Disclosing Party, provided that where such consent is granted, the Recipient . The Receiving Party shall at all times remain liable for the any actions of such permitted Recipient Agents that would constitute a breach of this Agreement; or
46.4.2. to the extent required by law or the rules of any applicable regulatory authority, subject to clause 45.5 (Confidential Information) below.
12.3.4 not 46.5. If the Receiving Party is required to copy, reproduce, publish, compile or utilize the disclose any Confidential Information by in accordance with clause 45.4.2 (Confidential Information) above, it shall promptly notify the Disclosing Party so that the Disclosing Party may have an opportunity to prevent the disclosure through appropriate legal means and the Receiving Party shall co-operate with the Disclosing Party regarding the form, nature, content and purpose of such disclosure or any means action which the Disclosing Party may reasonably take to challenge the validity of such requirement.
46.6. The contents and the existence and the scope of this Agreement are Confidential Information.
46.7. If any Confidential Information is copied, disclosed or used otherwise than as permitted under this Agreement then, upon becoming aware of the same, without the prior written consent prejudice to any rights or remedies of the Disclosing Party, it being recorded that any copies in whatever formthe Receiving Party shall as soon as practicable notify the Disclosing Party of such event and, if requested by the Disclosing Party, take such steps (including the institution of legal proceedings) as shall be and necessary to remedy (if capable of remedy) the default and/or to prevent further unauthorised copying, disclosure or use.
46.8. Notwithstanding whether the Receiving Party uses the Confidential Information in accordance with this Agreement or not (including modifying or amending the Confidential Information), all Confidential Information shall remain the property of the Disclosing PartyParty and its disclosure shall not confer on the Receiving Party any rights of the Disclosing Party (or its Agents), and
12.3.5 to keep all Confidential information safely and securely and to take all such steps as may be reasonably necessary to protect it against theftincluding Intellectual Property rights, damage, loss, unauthorised access and use (including access by electronic means) and to prevent over the Confidential Information from falling into the hands of unauthorised third partieswhatsoever beyond those contained in this Agreement.
12.4 The undertakings given 46.9. Use by the Recipient Receiving Party of any Confidential Information in accordance with the terms of this clause 12 Agreement will not infringe the Intellectual Property of any other person and no notification of any actual or potential claim alleging such infringement has been received by the Disclosing Party.
46.10. The Receiving Party agrees to ensure proper and secure storage of all Confidential Information and any copies thereof to at least the same standard as the Receiving Party keeps its own Confidential Information. The Receiving Party shall not apply to make any information which:copies or reproduce in any form any Confidential Information except for the purpose of disclosure as permitted in accordance with this Agreement.
12.4.1 is or becomes generally available to the public other than by the negligence or default of the Recipient46.11. The Receiving Party shall keep a written record, or by the breach of this Agreement by the Recipient;
12.4.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
12.4.3 is lawfully acquired from third parties who have a right to disclose such information;
12.4.4 by mutual agreement is released from confidential status; and
12.4.5 is required to be disclosed in response to a valid order of court or other governmental agency or if disclosure is otherwise required by law, and the Recipient will provide the Disclosing Party with prompt written notice if such disclosure is required, and shall limit the disclosure to the minimum necessary to comply with the law.
12.5 has lawfully become known by or come into the possession of the Recipient on a nonconfidential basis from a source other than the Disclosing Party or any related parties having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing prior supplied to the Disclosing Party first rendering upon request, of the Services (whether under this or Confidential Information received and any prior agreement)copies made thereof and, so far as is reasonably practicable, of the location of such Confidential Information and any copies thereof.
12.6 The onus 46.12. Without prejudice to any other rights or remedies of proof shall at all times rest on the Recipient to establish Disclosing Party, the Receiving Party acknowledges and agrees that damages would not be an adequate remedy for any information falls within these exclusions as set out in clause 12.3 above.
12.7 The Recipient’s non-disclosure obligations in accordance with this Agreement shall remain binding on breach by it of the Recipient for the duration provisions of this Agreement, clause 45 (Confidential Information) and after the termination of this Agreement for whatever reason.
12.8 Should the Recipient breach the confidentially undertaking given by it to that the Disclosing Party as set out in this Agreement, the Disclosing Party in addition to any other legal rights and remedies it has in terms of this Agreement or in law, shall be entitled forthwith to seek the remedies of injunction, specific performance and without further notice to the Recipient:
12.8.1 to apply to court of competent jurisdiction by way of urgent proceedings to interdict other equitable relief for any threatened or restrain the Recipient from perpetuating or continuing such breach or doing or permitted anything to be done with constitutes a actual breach of any such confidentially undertaking; and/or
12.8.2 elects to exercise provision buy the Receiving Party or its right to interdict or restrain Agents, and no proof of special damages shall be necessary for the Recipient as aforesaid and to claim from enforcement of the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breachrights under this clause 45 (Confidential Information).
Appears in 1 contract
Samples: Master Services Agreement
Disclosure and Use of Confidential Information. 12.1 The Recipient acknowledges that:
12.1.1 46.1. From time to time during the duration of this Agreement, Confidential Information is a valuable, special and commercial asset of may be given by one Party to this Agreement (“the Disclosing Party; and”) to the other Party (“the Recipient”).
12.1.2 46.2. The Receiving Party will treat and keep all Confidential Information as secret and confidential and will not, without the Disclosing Party may suffer irreparable harm Party’s written consent, directly or economic and indirectly communicate or disclose (whether in writing or orally or in any other loss in the event of such manner) Confidential Information being disclosed or used otherwise to any other person other than in accordance with the terms of this Agreement.
12.2 All 46.3. The Receiving Party will only use the Confidential Information disclosed by for the sole purpose of complying with its obligations under this Agreement.
46.4. Notwithstanding clause 45.2 (Confidential Information) the Receiving Party may disclose Confidential Information:
46.4.1. to those of its Agents who strictly need to know the Confidential Information for the sole purpose set out in clause 45.3 (Confidential Information) provided that the Receiving Party shall ensure that such Agents are made aware prior to the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the Disclosing Party to the Recipient or which otherwise comes to the knowledge of the Recipient or to which it gains access, is acknowledged by the Recipient:
12.2.1 to be proprietary to Disclosing Party; and
12.2.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient.
12.3 The Recipient irrevocably and unconditionally agrees and undertakes:
12.3.1 to treat and safeguard the Confidential Information same terms as strictly private, secret and confidential;
12.3.2 not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party, or otherwise use it to the detriment the Disclosing Party;
12.3.3 except as permitted by contained in this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, which consent may be granted or withheld in the sole and absolute discretion of the Disclosing Party, provided that where such consent is granted, the Recipient . The Receiving Party shall at all times always remain liable for the any actions of such permitted Recipient Agents that would constitute a breach of this Agreement; or
46.4.2. to the extent required by law or the rules of any applicable regulatory authority, subject to clause 45.5 (Confidential Information) below.
12.3.4 not 46.5. If the Receiving Party is required to copy, reproduce, publish, compile or utilize the disclose any Confidential Information by in accordance with clause 45.4.2 (Confidential Information) above, it shall promptly notify the Disclosing Party so that the Disclosing Party may have an opportunity to prevent the disclosure through appropriate legal means and the Receiving Party shall co-operate with the Disclosing Party regarding the form, nature, content and purpose of such disclosure or any means action which the Disclosing Party may reasonably take to challenge the validity of such requirement.
46.6. The contents and the existence and the scope of this Agreement are Confidential Information.
46.7. If any Confidential Information is copied, disclosed or used otherwise than as permitted under this Agreement then, upon becoming aware of the same, without the prior written consent prejudice to any rights or remedies of the Disclosing Party, it being recorded that any copies in whatever formthe Receiving Party shall as soon as practicable notify the Disclosing Party of such event and, if requested by the Disclosing Party, take such steps (including the institution of legal proceedings) as shall be and necessary to remedy (if capable of remedy) the default and/or to prevent further unauthorised copying, disclosure or use.
46.8. Notwithstanding whether the Receiving Party uses the Confidential Information in accordance with this Agreement or not (including modifying or amending the Confidential Information), all Confidential Information shall remain the property of the Disclosing PartyParty and its disclosure shall not confer on the Receiving Party any rights of the Disclosing Party (or its Agents), and
12.3.5 to keep all Confidential information safely and securely and to take all such steps as may be reasonably necessary to protect it against theftincluding Intellectual Property rights, damage, loss, unauthorised access and use (including access by electronic means) and to prevent over the Confidential Information from falling into the hands of unauthorised third partieswhatsoever beyond those contained in this Agreement.
12.4 The undertakings given 46.9. Use by the Recipient Receiving Party of any Confidential Information in accordance with the terms of this clause 12 Agreement will not infringe the Intellectual Property of any other person and no notification of any actual or potential claim alleging such infringement has been received by the Disclosing Party.
46.10. The Receiving Party agrees to ensure proper and secure storage of all Confidential Information and any copies thereof to at least the same standard as the Receiving Party keeps its own Confidential Information. The Receiving Party shall not apply to make any information which:copies or reproduce in any form any Confidential Information except for the purpose of disclosure as permitted in accordance with this Agreement.
12.4.1 is or becomes generally available to the public other than by the negligence or default of the Recipient46.11. The Receiving Party shall keep a written record, or by the breach of this Agreement by the Recipient;
12.4.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
12.4.3 is lawfully acquired from third parties who have a right to disclose such information;
12.4.4 by mutual agreement is released from confidential status; and
12.4.5 is required to be disclosed in response to a valid order of court or other governmental agency or if disclosure is otherwise required by law, and the Recipient will provide the Disclosing Party with prompt written notice if such disclosure is required, and shall limit the disclosure to the minimum necessary to comply with the law.
12.5 has lawfully become known by or come into the possession of the Recipient on a nonconfidential basis from a source other than the Disclosing Party or any related parties having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing prior supplied to the Disclosing Party first rendering upon request, of the Services (whether under this or Confidential Information received and any prior agreement)copies made thereof and, so far as is reasonably practicable, of the location of such Confidential Information and any copies thereof.
12.6 The onus 46.12. Without prejudice to any other rights or remedies of proof shall at all times rest on the Recipient to establish Disclosing Party, the Receiving Party acknowledges and agrees that damages would not be an adequate remedy for any information falls within these exclusions as set out in clause 12.3 above.
12.7 The Recipient’s non-disclosure obligations in accordance with this Agreement shall remain binding on breach by it of the Recipient for the duration provisions of this Agreement, clause 45 (Confidential Information) and after the termination of this Agreement for whatever reason.
12.8 Should the Recipient breach the confidentially undertaking given by it to that the Disclosing Party as set out in this Agreement, the Disclosing Party in addition to any other legal rights and remedies it has in terms of this Agreement or in law, shall be entitled forthwith to seek the remedies of injunction, specific performance and without further notice to the Recipient:
12.8.1 to apply to court of competent jurisdiction by way of urgent proceedings to interdict other equitable relief for any threatened or restrain the Recipient from perpetuating or continuing such breach or doing or permitted anything to be done with constitutes a actual breach of any such confidentially undertaking; and/or
12.8.2 elects to exercise provision buy the Receiving Party or its right to interdict or restrain Agents, and no proof of special damages shall be necessary for the Recipient as aforesaid and to claim from enforcement of the Recipient, damages both direct or consequential, which the Disclosing Party may have suffered, arising from such breachrights under this clause 45 (Confidential Information).
Appears in 1 contract
Samples: Master Services Agreement
