Disposition of Information. (a) Each Party, on behalf of itself and each other member of its Group, acknowledges that Information in its or in a member of its Group’s possession, custody or control as of the Relevant Time may include Information owned by another Party or a member of another Party’s Group and not related to (i) it or its Business or (ii) any Ancillary Agreement to which it or any member of its Group is a Party. (b) Notwithstanding such possession, custody or control, such Information shall remain the property of such other Party or member of such other Party’s Group. Each Party agrees, on behalf of itself and each other member of its Group, subject to legal holds and other legal requirements and obligations, (i) that any such Information is to be treated as Confidential Information of the Party or Parties to which it relates and (ii) subject to Section 9.1 and [the “Records Management” Exhibits to the General Services Agreement], to use commercially reasonable efforts to within a reasonable time (1) purge such Information from its databases, files and other systems and not retain any copy of such Information (including, if applicable, by transferring such Information to the Party to which such Information belongs) or (2) if such purging is not practicable, to encrypt or otherwise make unreadable or inaccessible such Information; provided, each Party shall, and shall cause each other member of its Group to, provide reasonable advance notice to each other Party prior to taking any action described in this Section 9.3(b) with respect to any Information related to the matters set forth on Schedule 9.3.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Corteva, Inc.), Separation and Distribution Agreement (Dow Inc.)
Disposition of Information. (a) Each Party, on behalf of itself and each other member of its Group, Party acknowledges that Information in its or in a another member of its Group’s possession, custody or control as of the Relevant Effective Time may include Information owned by another the other Party or a member of another such Party’s Group and not related to (i) it its Group or its Business business or (ii) any Ancillary Agreement or Continuing Arrangement to which it or any member of its Group is a Partyparty.
(b) Notwithstanding such possession, custody or control, such Information shall remain the property of such other Party or other member of such other Party’s Group. Each Party agrees, on behalf of itself and each other member of its Group, subject to legal holds and other legal requirements and obligations, agrees (i) that any such Information is to be treated as Confidential Information of the Party or Parties to which it relates and handled in accordance with Section 8.06 (except that such Information will not be used for any purpose other than a purpose permitted under this Agreement, any Ancillary Agreement or any Continuing Arrangement) and (ii) following a reasonable request from the other Party, subject to Section 9.1 and [the “Records Management” Exhibits to the General Services Agreement]applicable Law, to use commercially reasonable efforts to within a reasonable time to (1) purge such Information from its databases, files and other systems and not retain any copy of such Information (including, if applicable, by transferring such Information to the Party to which such Information belongs) ), or (2) if such purging is not practicable, to encrypt or otherwise make unreadable or inaccessible such Information; provided, each Party shall, and shall cause each other member of its Group to, provide reasonable advance notice to each other Party prior to taking any action described in this Section 9.3(b) with respect to any Information related to the matters set forth on Schedule 9.3.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (KLX Inc.), Separation and Distribution Agreement (KLX Inc.)