Common use of Disclosure to Employees and other Parties Clause in Contracts

Disclosure to Employees and other Parties. Receiving Party may disclose Confidential Information to employees, independent contractors, subcontractors, attorneys, accountants and investment advisors ("Personnel"), only to the extent such Personnel have a need to know such information for the purposes described in this Agreement, and provided each such employee, independent contractor and subcontractor shall be obligated to comply with the terms and conditions of this Agreement and each such attorney, accountant, or investment advisor shall either be legally bound to comply with the terms and conditions of this Agreement or so obligated in writing and such obligations continue even in the event such Personnel leave the employ of, or no longer provide services to, Receiving Party. Receiving Party shall be liable for the actions of its Personnel. Except as otherwise provided herein, neither party shall disclose Confidential Information to any third party unless (i) required by a federal or state agency or (ii) required by law, including, but not limited to, by deposition, interrogatory, request for documents, or similar process. In the event that Receiving Party is required to disclose Confidential Information for reasons enumerated in the prior sentence, Receiving Party shall give Disclosing Party notice in a reasonable amount of time prior to Receiving Party's disclosure of Confidential Information to allow Disclosing Party to protect its proprietary interest therein.

Appears in 2 contracts

Samples: Dealertrack Lender Agreement (DealerTrack Holdings, Inc.), Dealertrack Lender Agreement (DealerTrack Holdings, Inc.)

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Disclosure to Employees and other Parties. Receiving Party may disclose Confidential Information to employees, independent contractors, subcontractors, attorneys, accountants and investment advisors ("Personnel"), only to the extent such Personnel have a need to know such information for the purposes described in this Agreement, and provided each such employee, independent contractor and subcontractor shall be obligated to comply with the terms and conditions of this Agreement relating to Confidential Information and each such attorney, accountant, or investment advisor shall either be legally bound to comply with the terms and conditions of this Agreement or so obligated in writing and such obligations continue even in the event such Personnel leave the employ of, or no longer provide services to, Receiving Party. Receiving Party shall be liable for the actions of its Personnel. Except as otherwise provided herein, neither party shall disclose Confidential Information to any third party unless (i) required by a federal or state agency or (ii) required by law, including, but not limited to, by deposition, interrogatory, request for documents, or similar process. In the event that Receiving Party is required to disclose Confidential Information for reasons enumerated in the prior sentence, Receiving Party Party, if reasonably possible, shall give Disclosing Party notice in a reasonable amount of time prior to Receiving Party's disclosure of Confidential Information to allow Disclosing Party to protect its proprietary interest therein.

Appears in 1 contract

Samples: Dealertrack Lender Agreement (DealerTrack Holdings, Inc.)

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Disclosure to Employees and other Parties. Receiving Party may disclose Confidential Information to employees, independent contractors, subcontractors, attorneys, accountants and investment advisors ("Personnel"), only to the extent such Personnel have a need to know such information for the purposes described in this Agreement, Agreement and provided each such employee, independent contractor and subcontractor shall be obligated to comply with the terms and conditions of this Agreement and each such attorney, accountant, accountant or investment advisor shall either be legally bound to comply with the terms and conditions of this Agreement or so obligated in writing and such obligations continue even in the event such Personnel leave the employ of, or no longer provide services to, Receiving Party. Receiving Party shall be liable for the actions of its Personnel. Except as otherwise provided herein, neither party shall disclose Confidential Information to any third party unless (i) required by a federal or state agency or (ii) required by law, including, but not limited to, by deposition, interrogatory, request for documents, or similar process. In the event that Receiving Party is required to disclose Confidential Information for reasons enumerated in the prior sentence, Receiving Party shall give Disclosing Party notice in a reasonable amount of time prior to Receiving Party's disclosure of Confidential Information to allow Disclosing Party to protect its proprietary interest therein.

Appears in 1 contract

Samples: Dealertrack Lender Agreement (DealerTrack Holdings, Inc.)

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