Common use of Disclosure and Use Clause in Contracts

Disclosure and Use. All Confidential Information disclosed by either party shall, during the term of the Agreement and for two (2) years after the expiration or termination thereof (or such longer period as may be required by law), be kept by the receiving party in strict confidence and shall not be disclosed to any third party without the disclosing party’s express written consent. Notwithstanding the foregoing, (i) such information may be disclosed (A) to the receiving party’s employees, affiliates, and agents who have a need to know for the purpose of performing under this Agreement, using the Services and rendering the Services(provided that in all cases the receiving party shall take appropriate measures prior to disclosure to its employees, affiliates, and agents to assure against unauthorized use or disclosure) or (B) as otherwise authorized by this Agreement and (ii) each party’s confidentiality obligations hereunder shall not apply to information that: (A) is already known to the receiving party without a pre-existing restriction as to disclosure, (B) is or becomes publicly available without fault of the receiving party; (C) is rightfully obtained by the receiving party from a third party without restriction as to disclosure, or is approved for release by written authorization of the disclosing party, (D) is developed independently by the receiving party without use of the disclosing party’s Confidential Information or (E) is required to be disclosed by law or regulation. Each party agrees to treat all Confidential Information of the other in the same manner as it treats its own proprietary information, but in no case using less than a reasonable degree of care. Notwithstanding anything to the contrary contained in this Article 7.1 or the Agreement, Customer acknowledges and agrees that Comcast shall have no liability or responsibility for content received or distributed by Customer or its users through the Service.

Appears in 5 contracts

Samples: General Terms and Conditions, General Terms and Conditions, General Terms and Conditions

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Disclosure and Use. All Confidential Information disclosed by either party Party shall, during the term of the Agreement and for two (2) years after the expiration or termination thereof (or such longer period as may be required by law), be kept by the receiving party Party in strict confidence and shall not be disclosed to any third party without the disclosing partyParty’s express written consent. Notwithstanding the foregoing, (i) such information may be disclosed (A) to the receiving partyParty’s employees, affiliates, and agents who have a need to know for the purpose of performing under this Agreement, using the Services and rendering the Services(provided that in all cases the receiving party Party shall take appropriate measures prior to disclosure to its employees, affiliates, and agents to assure against unauthorized use or disclosure) or (B) as otherwise authorized by this Agreement and (ii) each partyParty’s confidentiality obligations hereunder shall not apply to information that: (A) is already known to the receiving party Party without a pre-existing restriction as to disclosure, (B) is or becomes publicly available without fault of the receiving partyParty; (C) is rightfully obtained by the receiving party Party from a third party without restriction as to disclosure, or is approved for release by written authorization of the disclosing partyParty, (D) is developed independently by the receiving party Party without use of the disclosing partyParty’s Confidential Information or (E) is required to be disclosed by law or regulation. Each party P arty agrees to treat all Confidential Information of the other in the same manner as it treats its own proprietary information, but in no case using less than a reasonable degree of care. Notwithstanding anything to the contrary contained in this Article 7.1 or the Agreement, Customer acknowledges and agrees that Comcast shall have no liability or responsibility for content received or distributed by Customer or its users through the Service.

Appears in 4 contracts

Samples: Service Agreement, Service Agreement, Service Agreement

Disclosure and Use. All Confidential Information disclosed by either party shall, during the term of the Agreement and for two (2) years after the expiration or termination thereof (or such longer period as may be required by law), be kept by the receiving party in strict confidence and shall not be disclosed to any third party without the disclosing party’s express written consent. Notwithstanding the foregoing, (i) such information may be disclosed (A) to the receiving party’s employees, affiliates, and agents who have a need to know for the purpose of performing under this Agreement, using the Services and rendering the Services(provided that in all cases the receiving party shall take appropriate measures prior to disclosure to its employees, affiliates, and agents to assure against unauthorized use or disclosure) or (B) as otherwise authorized by this Agreement and (ii) each party’s confidentiality obligations hereunder shall not apply to information that: (A) is already known to the receiving party without a pre-existing restriction as to disclosure, (B) is or becomes publicly available without fault of the receiving party; (C) is rightfully obtained by the receiving party from a third party without restriction as to disclosure, or is approved for release by written authorization of the disclosing party, (D) is developed independently by the receiving party without use of the disclosing party’s Confidential Information or (E) is required to be disclosed by law or regulation. Each party agrees to treat all Confidential Information of the other in the same manner as it treats its own proprietary information, but in no case using less than a reasonable degree of care. Notwithstanding anything to the contrary contained in this Article 7.1 or the Agreement, Customer acknowledges and agrees that Comcast 10T Solutions shall have no liability or responsibility for content received or distributed by Customer or its users through the Service.

Appears in 1 contract

Samples: General Terms and Conditions

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Disclosure and Use. All Confidential Information disclosed by either party shall, during Except with the term prior written consent of the Agreement and for two (2) years after the expiration or termination thereof (or such longer period as may be required by law)Disclosing Party, be kept by the receiving neither party in strict confidence and shall not be disclosed to any third party without the disclosing party’s express written consent. Notwithstanding the foregoing, (i) such information may be disclosed (A) disclose any Confidential Information other than to the receiving party’s employees, affiliates, employees and agents contractors who have a need to know and any disclosure to contractors may only be to contractors who have signed a non-disclosure agreement to protect the confidential information of third parties; (ii) make copies or allow others to make copies of such Confidential Information except as is reasonably necessary for internal business purposes to fulfill the purpose obligations of performing under this Agreement; or (iii) remove or export any such Confidential Information from the country of the Receiving Party to the extent prohibited by applicable export laws. The Receiving Party shall treat the Confidential Information with at least the same degree of care and protection as it would use with respect to its own Confidential Information of a similar nature, but in no event less than a reasonable standard of care. The foregoing obligations shall survive for a period of [***] years following the termination or expiration of this Agreement, using except in the Services and rendering case of source code, in which case the Services(provided that foregoing obligations shall be perpetual. In addition, nothing in all cases the receiving party this Agreement shall take appropriate measures prior to disclosure to its employees, affiliates, and agents to assure against unauthorized prohibit or limit either party’s use or disclosuredisclosure of information (a) previously known to it without obligation of confidence, (b) independently developed by or for it without use of or access to the other party’s Confidential Information, (c) acquired by it from a third party which is not under an obligation of confidence with respect to such information, or (Bd) as otherwise authorized by this Agreement and (ii) each party’s confidentiality obligations hereunder shall not apply to information that: (A) is already known to the receiving party without a pre-existing restriction as to disclosure, (B) which is or becomes publicly available without fault through no breach of the receiving party; (C) is rightfully obtained by the receiving this Agreement. A party from a third party without restriction as to disclosure, or is approved for release by written authorization of the disclosing party, (D) is developed independently by the receiving party without use of the disclosing party’s may disclose Confidential Information or (E) that is required to be disclosed by law operation of law, court order or regulationother governmental demand provided the Disclosing Party is given prompt notice of such requirement and the scope of such disclosure is limited to the extent possible. Each party agrees to treat all shall use Confidential Information of the other in party solely for the same manner purposes of fulfilling its obligations or exercising its rights under this Agreement or as it treats its own proprietary information, but in no case using less than a reasonable degree of care. Notwithstanding anything to the contrary contained expressly permitted in this Article 7.1 or the Agreement, Customer acknowledges and agrees that Comcast shall have no liability or responsibility for content received or distributed by Customer or its users through the Service.

Appears in 1 contract

Samples: Google Services Agreement (Iac/Interactivecorp)

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