Obligations and Restrictions. The receiving party will: (i) keep the disclosing party’s Confidential Information confidential; (ii) not disclose such Confidential Information to any third party other than an Authorized Recipient without the disclosing party’s prior written permission; (iii) exclusively use such Confidential Information for its intended purpose; and (iv) not remove any copyrights, trademark notices, or other indications of confidentiality from such Confidential Information. The receiving party may disclose Confidential Information to Authorized Recipients provided that each such Authorized Recipient is bound by confidentiality obligations that are at least as restrictive as the terms contained in this Agreement. The receiving party is responsible for its Authorized Recipients’ use and disclosure of Confidential Information and will take reasonable steps to ensure their compliance with this Agreement. Subscriber acknowledges that Freelancers working on their Engagements will have access to Confidential Information that is shared through the Platform with respect to such Engagements. Subscriber authorizes Upwork to collect data related to Subscriber’s use of the Services and Platform, to de-identify (with respect to Subscriber and any user) any such data, and to use and disclose any such data that is not identifiable to a specific person or to Subscriber.
Obligations and Restrictions. (1) Licensee shall not charge or receive any compensation specifically for the delivery of copies of the ROM Image.
Obligations and Restrictions. 1. HQI shall use the Processed Data only as permitted or required by the Agreement, BAA, and applicable law, each of which permits HQI to use the Processed Data to create one or more limited data sets.
Obligations and Restrictions. (a) Company shall only use D&B Data in the Company Directory in the manner set forth herein and will only permit access and searching of D&B Data as set forth herein. Downloading of D&B Data from the Company Directory shall not be permitted.
Obligations and Restrictions. During the Term and thereafter, the Student (i) shall retain in confidence all Confidential Information received by him or her on or after the Effective Date and at any time prior to the end of the Term; (ii) shall not, without the prior written consent of an IIT Vice President (or authorized designee), use such Confidential Information other than in connection with his or her IIT employment; (iii) shall not copy or remove, in physical, digital or any other format, Confidential Information without the explicit, prior permission of his or her immediate supervisor; (iv) shall limit disclosure of any Confidential Information to other employees of IIT who need to know the Confidential Information in connection with legitimate IIT business purposes; and (v) shall promptly notify his or her immediate supervisor if he or she has reason to believe that the unauthorized use, possession, acquisition, dissemination or disclosure of Confidential Information has occurred and use all reasonable effort to cooperate with any appropriate action taken by IIT to protect its rights therein.
Obligations and Restrictions. A Party receiving Confidential Information under this Agreement shall maintain such Confidential Information in confidence, and shall not disclose, divulge or otherwise communicate such Confidential Information to others, except to employees and/or consultants who are bound by like terms of confidentiality, nor use it for any purpose, except pursuant to, and in order to carry out, the terms and objectives of this Agreement. The receiving Party further agrees to exercise reasonable precautions to prevent and restrain the unauthorized disclosure of such Confidential Information by any of its directors, officers, employees, consultants, subcontractors, sublicensees and agents. The terms of this Agreement will be held in confidence by the Parties until three (3) years following the expiration or termination of this Agreement, except (i) to the extent necessary in order to enforce its rights under this Agreement, (ii) to prospective investors and acquirors or companies with which it is negotiating a merger, under reasonable obligations of confidentiality, and (iii) as required by the rules of any securities exchange or automated quotation system or to the extent such terms are required to be disclosed without an obligation of confidence to a governmental agency or in response to involuntary compulsory process issued by a court, administrative agency or any governmental body having apparent jurisdiction provided the Party subject to such process first provides notice to the other Party hereto (to the extent practicable) and reasonably cooperates with efforts by the notified Party to secure confidential protection of such terms.
Obligations and Restrictions. IIT and the Company will retain in confidence, for a period of ( ) years following the Termination Date (as defined in Section 5 below), all Confidential Information disclosed to it by the other party, and will not, without the prior written consent thereof, use the Confidential Information supplied hereunder for any purpose other than the Stated Purpose. [THE INSERTED TIME PERIOD SHOULD BE AS SHORT AS POSSIBLE, WITH 2 OR 3 YEARS BEING THE IDEAL AND 5 YEARS BEING THE MAXIMUM. ANY PERIOD BEYOND 5 YEARS REQUIRES PRIOR REVIEW OF THE GENERAL COUNSEL’S OFFICE.] The obligation to keep the Confidential Information in confidence, however, will not apply to any Confidential Information to the extent that the same is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed; provided, Form NDA IIT’s Office of General Counsel however, that the party required to so disclose shall give the other party sufficient notice, given the circumstances, to permit the other party, at its sole expense, to seek a protective order or other similar order with respect to such Confidential Information. In addition, each party agrees not to disclose to any third party that it is in discussion with the other in connection with the Stated Purpose or its interest, or lack of interest, in the other party’s Confidential Information disclosed hereunder.
Obligations and Restrictions. (1) PSI shall not charge or receive any compensation for the delivery of copies of the ROM Image; provided, however, that such restriction shall not be interpreted to restrict PSI’s right to charge or receive any compensation for the PS OS Software.
Obligations and Restrictions. (1) PalmSource shall not charge or receive any compensation for the delivery of copies of the Modified ROM Image.
Obligations and Restrictions. A Party receiving Confidential Information under this Agreement or the Original Agreement shall, subject to Section 8.5.1.1, until [**] years following the termination of this Agreement, maintain such Confidential Information in confidence, and shall not disclose, divulge or otherwise communicate such Confidential Information to others, except to directors, officers, employees, consultants, subcontractors, Sublicensees and/or agents who are bound by like terms of confidentiality, nor use it for any purpose, except pursuant to, and in order to carry out, the terms and objectives of this Agreement. The receiving Party further agrees to exercise reasonable precautions to prevent and restrain the unauthorized disclosure of such Confidential Information by any of its directors, officers, employees, consultants, subcontractors, Sublicensees and agents. Additionally, the terms of this Agreement and the Original Agreement will be held in confidence by the Parties until [**] years following the termination of this Agreement or the Original Agreement, except to the extent necessary in order to enforce its rights under this Agreement or as required by the rules of any securities exchange or automated quotation system or to the extent such terms are required to be disclosed to a governmental agency, or in response to involuntary compulsory process issued by a court, administrative agency or any governmental body having apparent jurisdiction provided the Party subject to such process first provides notice to the other Party hereto (to the extent practicable) and reasonably cooperates with efforts by the notified Party to secure confidential protection of such terms. The obligations of the Parties under this Section 9.5.1 are subject to the provisions of Section 9.5.2 and 9.5.3.
