Common use of Disclosure to employees Clause in Contracts

Disclosure to employees. Confidential Information of the disclosing Party may only be disclosed to the receiving Party’s (a) employees (including the employees of its Affiliates), (b) subcontractors (who in the case of BHGE, may not be Restricted Parties and, in the case of X0.xx, may not be Restricted Purchasers), (c) BHGE’s sub-distributors (that have been pre-approved pursuant to Section 2.1 and that may not be Restricted Parties) and (d) C3’s sub-distributors in the BHGE Field (that have been approved pursuant to Section 2.2), in each case of (a) – (d) who have a need to know such information under this Agreement, and who have entered into confidentiality agreements with the receiving Party that are no less protective than this Agreement. Without limiting the foregoing, no Sensitive Information of the disclosing Party may be disclosed by the receiving Party other than to (i) those individuals and/or job functions expressly designated in writing by the disclosing Party, (ii) solely to the extent necessary as a result of legal or compliance requirements, the receiving Party’s legal representatives and (iii) pursuant to Section 9.5. Each Party shall advise its employees (and the employees of its Affiliates), subcontractors, and sub-distributors, who may have access to the Confidential Information of the other Party of the confidential nature thereof and of their duty to protect such Confidential Information from improper use or disclosure, and agrees that each Party will be responsible for the actions or omissions of such employees (including the employees of their Affiliates), subcontractors and sub-distributors.

Appears in 1 contract

Samples: Joint Venture Agreement (C3.ai, Inc.)

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Disclosure to employees. 2.1. The Receiving Party may disclose the Confidential Information to ‘Authorised Persons’ who: 2.1.1. reasonably need to receive the Confidential Information to enable the Receiving Party to achieve the Permitted Purpose; 2.1.2. have been informed by the Receiving Party [a] of the disclosing confidential nature of the Confidential Information and [b] that the Disclosing Party may only be disclosed provided the Confidential Information to the receiving Party’s (a) employees (including Receiving Party subject to the employees provisions of its Affiliates), (b) subcontractors (who a written confidentiality agreement; 2.1.3. in the case of BHGEthe Receiving Party’s officers and employees, may not be Restricted Parties andhave confidentiality obligations to the Receiving Party that [a] are no less onerous than the provisions of this Agreement and [b] apply to the Confidential Information, and who have been instructed to treat the Confidential Information as confidential; 2.1.4. in the case of X0.xx, may not be Restricted Purchasers), (c) BHGEthe Receiving Party’s sub-distributors (that professional advisers have been pre-approved pursuant provided with a copy of this Agreement and have agreed with the Receiving Party in writing to Section 2.1 and that may not be Restricted Parties) and (d) C3’s sub-distributors in comply with the BHGE Field (that have been approved pursuant to Section 2.2), in each case obligations of (a) – (d) who have a need to know such information the Receiving Party under this Agreement, and who have entered into confidentiality agreements with that agreement provides that the receiving Disclosing Party that are no less protective than this Agreementwill be entitled to enforce the agreement as a third-party beneficiary; and 2.1.5. Without limiting in the foregoing, no Sensitive Information case of the disclosing Party may be disclosed by the receiving Party other than to (i) those individuals and/or job functions expressly designated in writing by the disclosing Party, (ii) solely to the extent necessary as a result of legal or compliance requirements, the receiving Receiving Party’s legal representatives and (iii) pursuant to Section 9.5. Each Party shall advise its employees (and the employees of its Affiliates)solicitors, subcontractors, and sub-distributors, who may have access to confirmed that they will treat the Confidential Information as if it were the Receiving Party’s confidential information and therefore subject to the rules of the other Law Society concerning client information. 2.2. The Receiving Party of the confidential nature thereof and of their duty to protect such Confidential Information from improper use or disclosure, and agrees that each Party will shall be responsible for taking reasonable action to ensure that its Authorised Persons comply with the actions or omissions Receiving Party’s obligations under this Agreement and shall be liable to the Disclosing Party for any breach of this Agreement by such employees (including the employees of their Affiliates), subcontractors and sub-distributorsAuthorised Persons.

Appears in 1 contract

Samples: Non Disclosure Agreement

Disclosure to employees. The Receiving Party may disclose the Confidential Information to those of its officers, employees and professional advisers (together, the disclosing “Authorised Persons”) who: reasonably need to receive the Confidential Information to enable the Receiving Party may only be disclosed to achieve the receiving Party’s Permitted Purpose; have been informed by the Receiving Party (a) employees (including of the employees confidential nature of its Affiliates)the Confidential Information, and (b) subcontractors that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement; have written confidentiality obligations to the Receiving Party that (a) are no less onerous than the provisions of this Agreement, and (b) apply to the Confidential Information, and who have been instructed to treat the Confidential Information as confidential; in the case of BHGEthe Receiving Party’s professional advisers other than its solicitors, may not be Restricted Parties and, in the case of X0.xx, may not be Restricted Purchasers), (c) BHGE’s sub-distributors (that have been pre-approved pursuant provided with a copy of this Agreement and have agreed with the Receiving Party in writing to Section 2.1 and that may not be Restricted Parties) and (d) C3’s sub-distributors in comply with the BHGE Field (that have been approved pursuant to Section 2.2), in each case obligations of (a) – (d) who have a need to know such information the Receiving Party under this Agreement, and who have entered into confidentiality agreements with should it opt in writing to do so, the receiving Disclosing Party will be entitled to be a party to that are no less protective than this Agreement. Without limiting agreement; and in the foregoing, no Sensitive Information case of the disclosing Party may be disclosed by the receiving Party other than to (i) those individuals and/or job functions expressly designated in writing by the disclosing Party, (ii) solely to the extent necessary as a result of legal or compliance requirements, the receiving Receiving Party’s legal representatives and (iii) pursuant to Section 9.5. Each Party shall advise its employees (and the employees of its Affiliates)solicitors, subcontractors, and sub-distributors, who may have access to confirmed that they will treat the Confidential Information as if it were the Receiving Party’s confidential information and therefore subject to the rules of the other Law Society in Ireland concerning client information. The Receiving Party of the confidential nature thereof and of their duty to protect such Confidential Information from improper use or disclosure, and agrees that each Party will shall be responsible for taking reasonable action to ensure that its Authorised Persons comply with the actions or omissions Receiving Party’s obligations under this Agreement and shall be liable to the Disclosing Party for any breach of this Agreement by such employees (including the employees of their Affiliates), subcontractors and sub-distributorsAuthorised Persons.

Appears in 1 contract

Samples: Two Way Confidential Disclosure Agreement

Disclosure to employees. 3.1. The Receiving Party may disclose the Confidential Information to those of its officers, employees and professional advisers (together, the disclosing “Authorised Persons”) who: 3.1.1. reasonably need to receive the Confidential Information to enable the Receiving Party may only be disclosed to achieve the receiving Party’s Permitted Purpose; 3.1.2. have been informed by the Receiving Party (a) employees (including of the employees confidential nature of its Affiliates)the Confidential Information, and (b) subcontractors that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement; 3.1.3. have written confidentiality obligations to the Receiving Party that (a) are no less onerous than the provisions of this Agreement, and (b) apply to the Confidential Information, and who have been instructed to treat the Confidential Information as confidential; 3.1.4. in the case of BHGEthe Receiving Party’s professional advisers, may not be Restricted Parties have been provided with a copy of this Agreement and have agreed with the Receiving Party to comply with the obligations of the Receiving Party under this Agreement; and, 3.1.5. [in the case of X0.xx, may not be Restricted Purchasers), (c) BHGE’s sub-distributors (that have been pre-approved pursuant to Section 2.1 and that may not be Restricted Parties) and (d) C3’s sub-distributors in the BHGE Field (that have been approved pursuant to Section 2.2), in each case of (a) – (d) who have a need to know such information under this Agreement, and who have entered into confidentiality agreements with the receiving Party that are no less protective than this Agreement. Without limiting the foregoing, no Sensitive Information of the disclosing Party may be disclosed by the receiving Party other than to (i) those individuals and/or job functions expressly designated in writing by the disclosing Party, (ii) solely to the extent necessary as a result of legal or compliance requirements, the receiving Receiving Party’s legal representatives and (iii) pursuant to Section 9.5. Each Party shall advise its employees (and the employees of its Affiliates)solicitors, subcontractors, and sub-distributors, who may have access to confirmed that they will treat the Confidential Information of as if it were the other Receiving Party’s confidential information and therefore subject to the relevant jurisdictional rules concerning client information. 3.2. The Receiving Party of the confidential nature thereof and of their duty to protect such Confidential Information from improper use or disclosure, and agrees that each Party will shall be responsible for taking reasonable action to ensure that its Authorised Persons comply with the actions or omissions Receiving Party’s obligations under this Agreement and shall be liable to the Disclosing Party for any breach of this Agreement by such employees (including the employees of their Affiliates), subcontractors and sub-distributorsAuthorised Persons.

Appears in 1 contract

Samples: Research, Material, Intellectual and Knowledge Transfer Agreement

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Disclosure to employees. 2.1 The Receiving Party may disclose the Confidential Information to those of its officers, employees and professional advisers (together, ‘Authorised Persons’) who: 2.1.1 reasonably need to receive the disclosing Confidential Information to enable the Receiving Party may only be disclosed to achieve the receiving Party’s Permitted Purpose; 2.1.2 have been informed by the Receiving Party (a) employees (including of the employees confidential nature of its Affiliates), the Confidential Information and (b) subcontractors (who that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement; 2.1.3 in the case of BHGEthe Receiving Party’s officers and employees, may not be Restricted Parties andhave written confidentiality obligations to the Receiving Party that (a) are no less onerous than the provisions of this Agreement and (b) apply to the Confidential Information, and who have been instructed to treat the Confidential Information as confidential; 2.1.4 in the case of X0.xx, may not be Restricted Purchasers), (c) BHGEthe Receiving Party’s sub-distributors (that professional advisers have been pre-approved pursuant provided with a copy of this Agreement and have agreed with the Receiving Party in writing to Section 2.1 and that may not be Restricted Parties) and (d) C3’s sub-distributors in comply with the BHGE Field (that have been approved pursuant to Section 2.2), in each case obligations of (a) – (d) who have a need to know such information the Receiving Party under this Agreement, and who have entered into confidentiality agreements with the receiving Party that are no less protective than this Agreement. Without limiting the foregoing, no Sensitive Information of the disclosing Party may be disclosed by the receiving Party other than to (i) those individuals and/or job functions expressly designated in writing by the disclosing Party, (ii) solely to the extent necessary as a result of legal or compliance requirements, the receiving Party’s legal representatives and (iii) pursuant to Section 9.5. Each and 2.2 The Receiving Party shall advise its employees (and the employees of its Affiliates), subcontractors, and sub-distributors, who may have access to the Confidential Information of the other Party of the confidential nature thereof and of their duty to protect such Confidential Information from improper use or disclosure, and agrees that each Party will be responsible for taking reasonable action to ensure that its Authorised Persons comply with the actions or omissions Receiving Party’s obligations under this Agreement and shall be liable to the Disclosing Party for any breach of this Agreement by such employees (including the employees of their Affiliates), subcontractors and sub-distributorsAuthorised Persons.

Appears in 1 contract

Samples: Non Disclosure Agreement

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