Nondisclosure Security. The Receiving Party: (a) shall keep Confidential Information confidential; (b) shall not, without the prior written consent of Disclosing Party, disclose Confidential Information to any Person in any manner whatsoever, except as expressly authorized herein; and (c) shall not use Confidential Information for any commercial or competitive purpose other than for the ordering, use, and the provision of Services pursuant to this Agreement. Receiving Party further agrees to disclose the Confidential Information only to those of its Representatives who need to know such information for the purposes of the ordering, use, and the provision of Services pursuant to this Agreement. Receiving Party shall advise its Representatives of the confidential nature of such information. Receiving Party is responsible for any breach of this Agreement by its Representatives. The parties shall maintain information security policies and procedures that include administrative, technical and physical safeguards designed to: (a) ensure the security and confidentiality of Confidential Information; (b) protect against anticipated threats or hazards to the security or integrity of Confidential Information; (c) protect against Unauthorized Access to Confidential Information; (d) ensure the proper disposal of Confidential Information; and (e) ensure the secure transmission of Confidential Information and all other information exchanged between the parties. The parties shall mutually agree upon data transfer methods and technologies in order to ensure that information exchanged between the parties is done so in a confidential and secure manner. Notwithstanding anything else in this Agreement, Disclosing Party shall not have any obligation to exchange any information with Receiving Party unless and until the Disclosing Party is satisfied, in its reasonable discretion, that such information will be exchanged in a secure manner reasonably acceptable to the Disclosing Party. Receiving Party shall promptly notify the Disclosing Party of any Unauthorized Access to Disclosing Party’s Confidential Information, and take appropriate action to prevent further Unauthorized Access, and shall cooperate with Disclosing Party to provide any notices and information regarding such Unauthorized Access as required by applicable law or Disclosing Party. The parties agree that if either has access to Personal Information, each shall comply with all applicable state and federal laws and regulations regarding the ...
Nondisclosure Security. (a) Each Party acknowledges that it may acquire information and materials and knowledge from the other Parties (“Disclosing Party”) regarding, without limitation, the business, products, finances, future plans, customers, clients, employees, and service providers of the Disclosing Party and that such knowledge, information and materials acquired, the existence, terms and conditions of this Agreement, and the Work Product, are and will be the trade secrets and confidential and proprietary information (collectively, “Confidential Information”). Confidential Information will not include, however, any information, which is or becomes part of the public domain through no fault of Service Provider, that Client regularly gives to third parties without restriction on use or disclosure, or information and materials that are made available to Stakeholders and potential Stakeholders on the DFS Platform (e.g., purchase agreements, marketing decks, financial reports, and other offering materials) (such materials, “Stakeholder Information”).
Nondisclosure Security
