Common use of Limitations on Confidential Information Clause in Contracts

Limitations on Confidential Information. For the duration of this Agreement, Provider agrees that access to Recipient Confidential Information that is received from any member of the Recipient Group during the course of the performance of this Agreement shall be (i) limited to only those employees of the Provider Group that are providing Services under this Agreement and who have been informed of the obligations and restrictions under this Section 4.03; (ii) used only for the purpose of providing Services pursuant to this Agreement; and (iii) shall otherwise be kept strictly confidential by all members of the Provider Group, except that Provider may share, to the extent necessary to provide Services pursuant to this Agreement, such information to any member of the Provider Group or to any third Person who may have a need to know such information for purposes of providing the Services; provided, that any such member of the Provider Group or third-Person service provider shall have agreed to be bound by this Section 4.03 and shall be liable for any breaches of this Section 4.03 by any member of the Provider Group or third-Person service provider. The obligations under this Section 4.03 shall not apply to (i) information that is already in the possession of employees of the Provider Group; (ii) information that becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by any member of the Provider Group; or (iii) information that becomes available to any member of the Provider Group on a non-confidential basis from a source other than any member of the Recipient Group; provided, that such source is not known by any member of the Provider Group, after reasonable inquiry, to be subject to an obligation of confidentiality or other obligation of secrecy to Recipient.

Appears in 4 contracts

Samples: Transition Services Agreement (Urban Edge Properties), Transition Services Agreement (Urban Edge Properties), Transition Services Agreement (Washington Prime Group Inc.)

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Limitations on Confidential Information. For From and after the duration of this AgreementEffective Time, Provider agrees that access to Recipient Confidential Information that is received from any member of the Recipient Group during the course of the performance of this Agreement shall be (ia) limited to only those employees of the Provider Group that are providing Services under this Agreement and who have been informed of the obligations and restrictions under this Section 4.03; (iib) used only for the purpose of providing Services pursuant to this Agreement; and (iiic) shall otherwise be kept strictly confidential by all members of the Provider Group, except that Provider may share, only to the extent necessary to provide Services pursuant to this Agreement, such information to any member of the Provider Group or to any third Person who may have has a need to know such information solely for purposes of providing the Services; provided, that any such member of the Provider Group or third-Person service provider shall have agreed in writing to be bound by this Section 4.03 and shall be liable for any breaches of this Section 4.03 by any member of the Provider Group or third-Person service provider. The obligations under this Section 4.03 shall not apply to (i) information that is already in the possession of employees of the Provider Group; (ii) information that becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by any member of the Provider Group; Group or its Representatives or any third-Person service provider not otherwise permissible hereunder or (iiiii) information that becomes Provider can demonstrate was or became available to any member of the Provider Group on a non-confidential basis from a source other than any member of the Recipient GroupGroup or its Representatives; provided, provided that such source is not known by any member of the Provider Group, after reasonable inquiry, to be subject to an or bound by a confidentiality or non-disclosure agreement with, or other contractual, legal or fiduciary obligation of confidentiality or other obligation to, any member of secrecy to Recipientthe Recipient Group.

Appears in 3 contracts

Samples: Transition Services Agreement (Ventas Inc), Transition Services Agreement (Care Capital Properties, Inc.), Transition Services Agreement (Care Capital Properties, Inc.)

Limitations on Confidential Information. For the duration of this Agreement, Provider agrees that access to Recipient Confidential Information that is received from any member of the Recipient Group during the course of the performance of this Agreement shall be (i) limited to only those employees of the Provider Group that are providing Services under this Agreement and who have been informed of the obligations and restrictions under this Section 4.03Article IV; (ii) used only for the purpose of providing Services pursuant to this Agreement; and (iii) shall otherwise be kept strictly confidential by all members of the Provider Group, except that Provider may share, to the extent necessary to provide Services pursuant to this Agreement, such information to any member of the Provider Group or to any third Person who may have a need to know such information for purposes of providing the Services; provided, that any such member of the Provider Group or thirdThird-Person service provider Party Service Provider shall have agreed to be bound by this Section 4.03 Article IV and Provider shall be liable for any breaches of this Section 4.03 Article IV by any member of the Provider Group or thirdThird-Person service providerParty Service Provider. The Notwithstanding anything in this Section 4.03 to the contrary, the obligations under this Section 4.03 shall not apply to (i) information that is already in the possession of employees of the Provider Group; (ii) information that becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by any member of the Provider Group; Group or (iiiii) information that becomes available to any member of the Provider Group on a non-confidential basis from a source other than any member of the Recipient Group; provided, that such source is not known by any member of the Provider Group, after reasonable inquiry, to be subject to an obligation of confidentiality or other obligation of secrecy to Recipient.

Appears in 1 contract

Samples: Transition Services Agreement (JBG SMITH Properties)

Limitations on Confidential Information. For the duration of this Agreement, Provider Developer agrees that access to Recipient Owner Confidential Information that is received from any member of the Recipient Group Owner, its officers, employees and agents during the course of the performance of this Agreement shall be (ia) limited to only those officers, employees and agents of the Provider Group Manager that are providing Services services under this Agreement and who have been informed of the obligations and restrictions under this Section 4.03Agreement; (iib) used only for the purpose of providing Services services pursuant to this Agreement; and (iiic) shall otherwise be kept strictly confidential by all members of the Provider GroupDeveloper, its officers, employees and agents, except that Provider Developer may share, to the extent necessary to provide Services services pursuant to this Agreement, such information to any member of the Provider Group its officers, employees and agents, or to any third Person person who may have a need to know such information for purposes of providing the Servicesservices; provided, that any such member of the Provider Group Developer’s officers, employees and agents or any third-Person person service provider shall have agreed to be bound by this Section 4.03 10.3 and shall be liable for any breaches of this Section 4.03 10.3 by any member of the Provider Group Developer’s officers, employees and agents or any third-Person person service provider. The obligations under this Section 4.03 10.3 shall not apply to (i) information that is already in the possession of Developer, its officers, employees of the Provider Groupand agents; (ii) information that becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by any member of the Provider GroupDeveloper, its officers, employees and agents; or (iii) information that becomes available to any member of the Provider Group Developer, its officers, employees and agents on a non-confidential basis from a source other than any member of the Recipient GroupOwner, its officers, employees and agents; provided, that such source is not known by any member of the Provider GroupDeveloper, its officers employees and agents, after reasonable inquiry, to be subject to an obligation of confidentiality or other obligation of secrecy to RecipientOwner.

Appears in 1 contract

Samples: Development Agreement (SPG SpinCo Subsidiary Inc.)

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Limitations on Confidential Information. For the duration of this Agreement, Provider Manager agrees that access to Recipient Owner Confidential Information that is received from any member of the Recipient Group Owner, its officers, employees and agents during the course of the performance of this Agreement shall be (ia) limited to only those officers, employees and agents of the Provider Group Manager that are providing Services services under this Agreement and who have been informed of the obligations and restrictions under this Section 4.03Agreement; (iib) used only for the purpose of providing Services services pursuant to this Agreement; and (iiic) shall otherwise be kept strictly confidential by all members of the Provider GroupManager, its officers, employees and agents, except that Provider Manager may share, to the extent necessary to provide Services services pursuant to this Agreement, such information to any member of the Provider Group its officers, employees and agents, or to any third Person party who may have a need to know such information for purposes of providing the Servicesservices; provided, that any such member of the Provider Group Manager’s officers, employees and agents or any third-Person party service provider shall have agreed to be bound by this Section 4.03 6.5 and shall be liable for any breaches of this Section 4.03 6.5 by any member of the Provider Group Manager’s officers, employees and agents or any third-Person party service provider. The obligations under this Section 4.03 6.5 shall not apply to (ia) information that is already in the possession of Manager, its officers, employees of the Provider Groupand agents; (iib) information that becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by any member of the Provider GroupManager, its officers, employees and agents; or (iiic) information that becomes available to any member of the Provider Group Manager, its officers, employees and agents on a non-confidential basis from a source other than any member of the Recipient GroupOwner, its officers, employees and agents; provided, provided that such source is not known by any member of the Provider GroupManager, its officers employees and agents, after reasonable inquiry, to be subject to an obligation of confidentiality or other obligation of secrecy to RecipientOwner.

Appears in 1 contract

Samples: Property Management Agreement (SPG SpinCo Subsidiary Inc.)

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