Common use of Obligations of Confidence Clause in Contracts

Obligations of Confidence. In consideration of the premises, the Recipient shall: (a) maintain in strict confidence and in safe custody any Confidential Information disclosed to it by, or acquired from Disclosing Party in connection with the Purpose; (b) ensure that its directors, employees, sub-contractors, agents and servants (“Relevant Persons”) keep in strict confidence and in safe custody any Confidential Information disclosed to it by, or acquired from, Disclosing Party in connection with the Purpose; (c) limit access to the Confidential Information to those of its Relevant Persons who reasonably and necessarily require access to the Confidential Information for the Purpose; (d) not use/divulge any Confidential Information for any reason other than the Purpose or in any way that is likely to be detrimental to Disclosing Party; (e) not make copies of documents containing any Confidential Information, except for the Purpose; (f) inform each person given access to any Confidential Information of the terms and conditions contained in this Agreement and to ensure that all such persons comply with the terms and conditions; (g) not (without the prior consent in writing of Disclosing Party): (i) release any press statement or issue any other publicity regarding the Purpose or any arrangements which may exist between the parties; or (ii) disclose to any third party the identity of Disclosing Party or the Purpose; (h) take such steps as reasonably and necessary to prevent unauthorized disclosure of or access to any Confidential Information; (i) notify the Disclosing Party promptly of any loss, unauthorized disclosure or misplacement of any Confidential Information; (j) dispose of, return or stop using any Confidential Information as the Disclosing Party may from time to time direct; (k) acknowledge that the Confidential Information may consist of personal data and be subject to the provisions of the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of the Hong Kong Special Administrative Region (“PDPO”). The Recipient agrees to comply with the provisions of the PDPO, and all other relevant laws and regulations, with respect to the Confidential Information, as if it were a data user as defined in the PDPO; (l) not, within one year from the date hereof, compete with the Disclosing Party or develop or provide technology, products and services to other third parties which may be competitive with the products or services of the Disclosing Party by making use of the Confidential Information obtained from the Disclosing Party.

Obligations of Confidence. In consideration of the premises, the Recipient shallThe licensee’s Obligations: 3.1 The licensee agrees: (a) to take all action necessary to maintain in strict confidence and in safe custody any Confidential Information disclosed to it by, or acquired from Disclosing Party in connection with the Purpose;confidential nature of March Hare’s confidential information; and (b) ensure that not to disclose any of March Hare’s Confidential Information to any person other than its directorsofficers, employees, sub-contractorsagents or advisers who need March Hare’s confidential information for the approved purpose, agents and servants (“Relevant Persons”) keep in strict confidence and in safe custody any Confidential Information disclosed to it by, or acquired from, Disclosing Party in connection with without the Purpose;prior consent of March Hare; and (c) limit access not to the Confidential Information to those use or reproduce any of its Relevant Persons who reasonably and necessarily require access to the Confidential Information March Hare’s confidential information other than for the Approved Purpose;. (d) not use/divulge any Confidential Information for any reason other than the Purpose or in any way that is likely to be detrimental to Disclosing Party; (e) not make copies of documents containing any Confidential Information, except for the Purpose; (f) inform each person given access to any Confidential Information of the terms and conditions contained in this Agreement and 3.2 The licensee agrees to ensure that none of its officers, employees, agents and advisers do any act, matter or thing which, if done by the licensee, would constitute a breach of this agreement. 3.3 Upon written request by March Hare, the licensee will inform March Hare of the names of all such persons comply with officers, employees, agents or advisers who have access to March Hare’s confidential information and arrange for them to execute a confidentiality undertaking containing the terms and conditions;same obligations imposed by this agreement. 3.4 The obligations imposed on the licensee by this clause does not apply to information that: (ga) is in or becomes part of the public domain other than through breach of this agreement; or (b) The licensee can prove by contemporaneous written documentation was already known to it at the time of disclosure by March Hare or its representatives; or (c) The licensee acquires from a third party entitled to disclose it. March Hare’s Obligations: 3.5 March Hare agrees: (a) to take all action necessary to maintain the confidential nature of the licensee’s confidential information; and (b) not (to disclose any of the licensee’s confidential information to any person other than its officers, employees, agents or advisers who need the licensee’s confidential information for the approved purpose, without the prior consent in writing of Disclosing Party):the licensee; and (ic) release not to use or reproduce any press statement of the licensee’s confidential information other than for the approved purpose. 3.6 March Hare agrees to ensure that none of its officers, employees, agents and advisers do any act, matter or issue any thing which, if done by March Hare, would constitute a breach of this agreement. 3.7 Upon written request by the licensee, March Hare will inform the licensee of the names of all officers, employees, agents or advisers who have access to the licensee’s confidential information and arrange for them to execute a confidentiality undertaking containing the same obligations imposed by this agreement. 3.8 The obligations imposed on the licensee by this clause does not apply to information that: (a) is in or becomes part of the public domain other publicity regarding the Purpose or any arrangements which may exist between the partiesthan through breach of this agreement; or (iib) disclose March Hare can prove by contemporaneous written documentation was already known to any it at the time of disclosure by the licensee or its representatives; or (c) March Hare acquires from a third party the identity of Disclosing Party or the Purpose; (h) take such steps as reasonably and necessary entitled to prevent unauthorized disclosure of or access to any Confidential Information; (i) notify the Disclosing Party promptly of any loss, unauthorized disclosure or misplacement of any Confidential Information; (j) dispose of, return or stop using any Confidential Information as the Disclosing Party may from time to time direct; (k) acknowledge that the Confidential Information may consist of personal data and be subject to the provisions of the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of the Hong Kong Special Administrative Region (“PDPO”). The Recipient agrees to comply with the provisions of the PDPO, and all other relevant laws and regulations, with respect to the Confidential Information, as if it were a data user as defined in the PDPO; (l) not, within one year from the date hereof, compete with the Disclosing Party or develop or provide technology, products and services to other third parties which may be competitive with the products or services of the Disclosing Party by making use of the Confidential Information obtained from the Disclosing Partydisclose it.

Obligations of Confidence. In consideration of Distributor agrees to treat and hold the premises, Confidential Infor- mation in the Recipient shall: (a) maintain in strict confidence and in safe custody any Confidential Information disclosed strictest confidence. Distributor shall employ all reasonable steps to it by, or acquired from Disclosing Party in connection with the Purpose; (b) ensure that its directors, employees, sub-contractors, agents and servants (“Relevant Persons”) keep in strict confidence and in safe custody any Confidential Information disclosed to it by, or acquired from, Disclosing Party in connection with the Purpose; (c) limit access to protect the Confidential Information from unauthorized or inadvertent disclosure or use, includ- ing but not limited to at least such steps that Distributor takes to protect to its own confi- dential and highly sensitive information. Distributor further agrees that, without Compa- ny’s prior written consent, it will not provide copies of or otherwise disclose the Confi- dential Information to any person (including but not limited to, media, any corporation, partnership, group, individual or other entity) other than those of its Relevant Persons who reasonably and necessarily require access own officers, direc- tors, accountants, attorneys, bankers, agents, employees or other advisors (“representa- tives”), to whom it needs to disclose such information in order for Distributor to make an evaluation of the ttransaction with Company. Distributor agrees to inform such persons of the confidential nature of such Confidential Information for and to require them to treat such information in accordance with the Purpose; (d) not use/divulge any Confidential Information terms of this Agreement as if they were parties hereto. Distributor shall be responsible for any reason other than breach by its representatives of the Purpose terms of this Agreement. Distributor is not allowed to sell, license or otherwise exploit any products or services which embody in whole or in any way that is likely to be detrimental to Disclosing Party; (e) not make copies of documents containing part any Confidential Information, except for to the Purpose; extent ex- pressly permitted in this Agreement. Distributor will take all reasonable precautions to prevent disclosure of the Confidential Information to unauthorized persons or entities. Distributor shall immediately notify Company of any information that comes to its atten- tion that might indicate that there has been a loss of confidentiality of the Confidential In- formation. In such event, Distributor shall take all reasonable steps within its power to limit the scope of such loss of confidentiality. Return or Destruction of Information: Upon Company’s request, Distributor will prompt- ly return or destroy (fand certify in writing the destruction of) inform each person given access all Confidential Information along with all copies, summaries and extracts thereof (including but not limited to any notes, memoranda, notebooks, drawings, reports, records, files, documented sources and object codes and other documents and materials and all copies of reproduction of such materials) in Distributor’s possession or under it’s control. Title to Information: As between the parties, all right, title and interest in and to the Con- fidential Information shall remain the property of Company. No Representation: Distributor acknowledges and agrees that: (a) neither Company, nor any of its officers, directors, accountants, attorneys, bankers, agents, employees, advisors and other representatives, have made or herein makes any expressed or implied represen- tation or warranty as to the accuracy or completeness of the Confidential Information of the terms and conditions contained in this Agreement and to ensure that all such persons comply with the terms and conditions; (g) not (without the prior consent in writing of Disclosing Party): (i) release any press statement or issue any other publicity regarding the Purpose Company or any arrangements which may exist between the partiesestimates or projections contained therein; or (iib) disclose to neither Company nor its representatives shall have any third party the identity of Disclosing Party or the Purpose; (h) take such steps as reasonably and necessary to prevent unauthorized disclosure of or access to any Confidential Information; (i) notify the Disclosing Party promptly of any loss, unauthorized disclosure or misplacement of any Confidential Information; (j) dispose of, return or stop using any Confidential Information as the Disclosing Party may from time to time direct; (k) acknowledge that the Confidential Information may consist of personal data and be subject to the provisions of the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of the Hong Kong Special Administrative Region (“PDPO”). The Recipient agrees to comply with the provisions of the PDPO, and all other relevant laws and regulations, with respect to the Confidential Information, as if it were a data user as defined in the PDPO; (l) not, within one year liability resulting from the date hereof, compete with the Disclosing Party or develop or provide technology, products and services to other third parties which may be competitive with the products or services of the Disclosing Party by making use of the Confidential Infor- mation, errors therein, or omissions therefrom. Non-Compete and Press Releases: Distributor will not use or disseminate any of the Con- fidential Information obtained from to establish, maintain, create, expand or operate any business that is competitive with Company, as it relates to Company marketing strategies, or to any news reporter or publication or entity or person involved in the Disclosing Partyentertainment or media fields.

Obligations of Confidence. In consideration of 8.1 Where the premisesDealer receives Confidential Information, the Recipient shallDealer must, subject to the terms of this Agreement, comply with the following obligations at all times: (a) maintain in strict confidence and in safe custody any Confidential Information disclosed to it by, or acquired from Disclosing Party in connection with the Purpose; (b) ensure that its directors, employees, sub-contractors, agents and servants (“Relevant Persons”) 8.1.1 keep in strict confidence and in safe custody any Confidential Information disclosed to it by, or acquired from, Disclosing Party in connection with the Purpose; (c) limit access to the Confidential Information to those of secret and preserve its Relevant Persons who reasonably and necessarily require access to confidential nature; 8.1.2 not use the Confidential Information for the Purposeany purpose other than a purpose permitted by this Agreement; (d) 8.1.3 not use/divulge disclose or permit the disclosure of Confidential Information to any person except as permitted in clause 8.2; 8.1.4 only copy or reproduce Confidential Information for any reason other than the Purpose purposes of this Agreement or in any way that is likely to be detrimental to Disclosing Partywith the written consent of the Secretary; (e) not make copies 8.1.5 establish and maintain appropriate security measures to protect the Confidential Information against unauthorised access, use or disclosure; 8.1.6 immediately notify the Secretary of documents containing any unauthorised access to, use or disclosure of the Confidential Information, except for the Purpose; (f) inform each person given access to any Confidential Information of the terms and conditions contained in this Agreement and to ensure that all such persons comply with the terms and conditions; (g) 8.1.7 not (without the prior consent in writing of Disclosing Party): (i) release any press statement reverse engineer, decompile or issue any other publicity regarding the Purpose or any arrangements which may exist between the parties; or (ii) disclose to any third party the identity of Disclosing Party or the Purpose; (h) take such steps as reasonably and necessary to prevent unauthorized disclosure of or access to disassemble any Confidential Information; 8.1.8 ensure that adequate physical (iin the case of Protected Information in hard copy form) notify and electronic (in the Disclosing Party promptly case of any lossProtected Information in electronic form) security measures have been taken to protect the Protected Information from misuse or loss or from unauthorised access, unauthorized disclosure modification or misplacement of any Confidential Information;disclosure; and (j) dispose of, return or stop using any Confidential Information as the Disclosing Party may from time to time direct; (k) acknowledge that the Confidential Information may consist of personal data and be subject to the provisions of the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of the Hong Kong Special Administrative Region (“PDPO”). The Recipient agrees to 8.1.9 comply with the provisions On-line Access Terms. 8.2 This Agreement does not prohibit the disclosure of Confidential Information by the Dealer the following circumstances: 8.2.1 the disclosure is specifically contemplated and permitted by this Agreement; 8.2.2 the disclosure of Confidential Information is to the Employees of the PDPO, Dealer who need that information to enable the Dealer to provide the Service and all other relevant laws and regulations, with respect to the Confidential Information, as if it were Employees have executed a data user as defined in the PDPOconfidentiality agreement; (l) not, within one year from 8.2.3 the date hereof, compete with the Disclosing Party or develop or provide technology, products and services disclosure is to other third parties which may be competitive with the products or services a professional advisor of the Disclosing Party Dealer and is necessary for the advisor to provide advice in relation to matters arising under or in connection with this Agreement; 8.2.4 the disclosure is required by making use of a court or governmental or administrative authority; 8.2.5 the Confidential Information obtained from the Disclosing Partydisclosure is required by an applicable law or regulation.

Obligations of Confidence. In consideration of the premises, the Recipient shall:‌ (a) maintain in strict confidence and in safe custody any If the Provider receives Confidential Information, the Provider must, subject to the terms of this Agreement: (i) keep the Confidential Information disclosed to it by, or acquired from Disclosing Party in connection with the Purposesecret and preserve its confidential nature; (bii) ensure that its directors, employees, sub-contractors, agents and servants (“Relevant Persons”) keep in strict confidence and in safe custody any Confidential Information disclosed to it by, or acquired from, Disclosing Party in connection with the Purpose; (c) limit access to the Confidential Information to those of its Relevant Persons who reasonably and necessarily require access to not use the Confidential Information for the Purposeany purpose other than a purpose permitted by this Agreement; (diii) not use/divulge disclose or permit the disclosure of Confidential Information to any person except as permitted by this Agreement; (iv) only copy or reproduce Confidential Information for any reason other than the Purpose purposes of this Agreement or in any way that is likely to be detrimental to Disclosing Partywith the written consent of VicRoads; (ev) not make copies of documents containing any establish and maintain appropriate security measures to protect the Confidential InformationInformation against unauthorised access, except for the Purposeuse or disclosure; (fvi) inform each person given immediately notify VicRoads of any unauthorised access to any Confidential Information to, use or disclosure of the terms and conditions contained in this Agreement and to ensure that all such persons comply with the terms and conditions; (g) not (without the prior consent in writing of Disclosing Party): (i) release any press statement or issue any other publicity regarding the Purpose or any arrangements which may exist between the parties; or (ii) disclose to any third party the identity of Disclosing Party or the Purpose; (h) take such steps as reasonably and necessary to prevent unauthorized disclosure of or access to any Confidential Information; (ivii) notify the Disclosing Party promptly of any lossnot reverse engineer, unauthorized disclosure decompile or misplacement of disassemble any Confidential Information;; and (jviii) dispose of, return or stop using any ensure that adequate physical (in the case of Confidential Information as in hard copy form) and electronic (in the Disclosing Party may from time case of Confidential Information in electronic form) security measures have been taken to time direct; (k) acknowledge that protect the Confidential Information may consist of personal data and be subject to the provisions from misuse or loss or from unauthorised access, modification or disclosure. (b) If any Associate of the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of the Hong Kong Special Administrative Region (“PDPO”). The Recipient agrees Provider receives or may have access to comply Confidential Information in connection with the provisions of Services, the PDPO, and all other relevant laws and regulations, with respect Provider must ensure that that Associate signs a Confidentiality Deed in the form set out in Schedule 2 or otherwise acceptable to VicRoads before receiving or being given access to the Confidential Information, as if it were a data user as defined . (c) This Agreement does not prohibit the disclosure of Confidential Information by the Provider in the PDPOfollowing circumstances: (i) the disclosure is specifically permitted by this Agreement; (lii) not, within one year from the date hereof, compete with the Disclosing Party or develop or provide technology, products and services disclosure of Confidential Information is to other third parties which may be competitive with the products or services an Associate of the Disclosing Party by making use Provider who needs that information to enable the Provider to provide the Services and the Associate has executed a Confidentiality Agreement; (iii) the disclosure is to a professional advisor of the Confidential Information obtained from Provider and is necessary for the Disclosing Partyadvisor to provide advice in relation to matters arising under or in connection with this Agreement; (iv) the disclosure is required by a court or any governmental or administrative authority; and (v) the disclosure is required by or under law or regulation.