Maintenance of Security and Confidentiality Sample Clauses

Maintenance of Security and Confidentiality. The receiving Party of any Confidential Information shall take reasonable steps to maintain the security and confidentiality of the Confidential Information of the disclosing Party. Each Party further agrees: to take reasonable steps, but no less rigorous than those taken to protect its own Confidential Information of a similar nature, to prevent any disclosure of the other Party’s Confidential Information; to reproduce the disclosing Party’s Confidential Information only to the extent necessary to meet its obligations under this Agreement; to notify the disclosing Party promptly upon becoming aware of Confidential Information having been disclosed in violation of this Section or that is otherwise lost or unaccounted for; and to use reasonable efforts to limit the disclosure of the other Party’s Confidential Information to those of the receiving Party’s Affiliates, directors, officers, employees, professional advisors, third party service providers, consultants, subcontractors and contractors who have a need to know such information under this Agreement; provided, however, that the receiving Party shall cause any such Person who is not one of the receiving Party’s directors, officers or employees to be bound by obligations of confidentiality at least as stringent as those set out herein prior to disclosure.
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Maintenance of Security and Confidentiality. The Receiving Party of any Confidential Information shall take all reasonable steps to maintain the security and confidentiality of the Confidential Information of the disclosing Party. Each Party further agrees:
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Maintenance of Security and Confidentiality. 1. All reasonable diligence, care and all appropriate steps shall be used and performed by a party to ensure that adequate security and data integrity is met.
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Maintenance of Security and Confidentiality. The receiving Party of any Confidential Information shall take reasonable steps to maintain the security and confidentiality of the Confidential Information of the disclosing Party. Each Party further agrees: to take reasonable steps, but no less rigorous than those taken to protect its own Confidential Information of a similar nature, to prevent any disclosure of the other Party’s Confidential Information; to reproduce the disclosing Party’s Confidential Information only to the extent necessary to meet its obligations under this Agreement; to notify the disclosing Party promptly upon becoming aware of Confidential Information having been disclosed in violation of this Section or that is otherwise lost or unaccounted for; and to use reasonable efforts to limit the disclosure of the other Party’s Confidential Information to those of the receiving Party’s Affiliates, directors, officers, employees, professional advisors, third party service providers, consultants, subcontractors and contractors who have a need to know such information under this Agreement; provided, however, that the receiving Party shall cause any such Person who is not one of the receiving Party’s directors, officers or employees to be bound by obligations of confidentiality at least as stringent as those set out herein prior to disclosure. Return or Destruction Upon expiry or any termination of this Agreement, or upon the request of the Party disclosing its Confidential Information (except as otherwise required in connection with the performance of obligations under the Contract Documents), the receiving Party shall: (a) return or destroy all forms of such Confidential Information in its possession; (b) use all reasonable efforts to destroy all copies of all materials that incorporate or reflect such Confidential Information; and (c) certify to the disclosing Party that such materials have been either returned or destroyed, in each case except as to executed original copies of any contractual documents or other materials customarily held by the receiving Party as legal or working paper archival material as required in accordance with professional standards obligations. It is understood and agreed that the Supplier’s computer system and the computer systems of persons and legal entities to whom the Authority’s Confidential Information was disclosed in accordance with this Agreement, may automatically back-up Confidential Information disclosed to it or them under this Agreement. To the exte...
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Related to Maintenance of Security and Confidentiality

  • Security and Confidentiality Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.

  • Maintenance of Confidentiality Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.

  • Integrity and Confidentiality Escrow Agent will be required to (i) hold and maintain the Deposits in a secure, locked, and environmentally safe facility, which is accessible only to authorized representatives of Escrow Agent, (ii) protect the integrity and confidentiality of the Deposits using commercially reasonable measures and (iii) keep and safeguard each Deposit for one (1) year. ICANN and Registry Operator will be provided the right to inspect Escrow Agent’s applicable records upon reasonable prior notice and during normal business hours. Registry Operator and ICANN will be provided with the right to designate a third-­‐party auditor to audit Escrow Agent’s compliance with the technical specifications and maintenance requirements of this Specification 2 from time to time. If Escrow Agent receives a subpoena or any other order from a court or other judicial tribunal pertaining to the disclosure or release of the Deposits, Escrow Agent will promptly notify the Registry Operator and ICANN unless prohibited by law. After notifying the Registry Operator and ICANN, Escrow Agent shall allow sufficient time for Registry Operator or ICANN to challenge any such order, which shall be the responsibility of Registry Operator or ICANN; provided, however, that Escrow Agent does not waive its rights to present its position with respect to any such order. Escrow Agent will cooperate with the Registry Operator or ICANN to support efforts to quash or limit any subpoena, at such party’s expense. Any party requesting additional assistance shall pay Escrow Agent’s standard charges or as quoted upon submission of a detailed request.

  • Data Protection and Confidentiality 3.1. We obtain, use, process and disclose personal data about you and data subjects (as defined in the DPA) in order that we may provide the Services and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance.

  • Publicity and Confidentiality 12.1 Publicity. Partner will keep confidential and will not disclose, market or advertise to third parties the terms of this Agreement (including the fees paid hereunder). Partner or Red Hat may reference its relationship with the other, in the normal course of business including during earnings calls, discussions with analysts, meetings with the press, customer briefings, general marketing activities and in regulatory filings. Neither Party will issue formal press releases or other similar activities referencing the other Party without the written consent of the other Party.

  • INFORMATION AND CONFIDENTIALITY 20.1 Each party recognises that under this Agreement it may receive Confidential Information belonging to the other.

  • Intellectual Property and Confidentiality 9.1 All intellectual property rights in and relating to the goods we supply to you, their manufacture, development and creation (including improvements to them) will be or remain ours and you will, at our request, do any act and execute any documents necessary to confirm such rights.

  • Access, Information and Confidentiality (i) From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will permit, and shall cause each of the Company’s Subsidiaries to permit, Treasury, the Oversight Officials and their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the Company and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that:

  • Access to Information; Confidentiality (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

  • Security and Data Privacy Each party will comply with applicable data privacy laws governing the protection of personal data in relation to their respective obligations under this Agreement. Where Siemens acts as Customer’s processor of personal data provided by Customer, the Data Privacy Terms available at xxxxx://xxx.xxxxxxx.xxx/dpt/sw, including the technical and organizational measures described therein, apply to the use of the relevant Learning Services and are incorporated herein by reference.

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