Common use of Obligations of Confidence Clause in Contracts

Obligations of Confidence. Distributor agrees to treat and hold the Confidential Infor- mation in the strictest confidence. Distributor shall employ all reasonable steps 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 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 and to require them to treat such information in accordance with the terms of this Agreement as if they were parties hereto. Distributor shall be responsible for any breach by its representatives of the terms of this Agreement. Distributor is not allowed to sell, license or otherwise exploit any products or services which embody in whole or in part any Confidential Information, except to the 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 (and certify in writing the destruction of) 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 Company or any estimates or projections contained therein; (b) neither Company nor its representatives shall have any liability resulting from the 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 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 entertainment or media fields.

Obligations of Confidence. Distributor agrees In consideration of the premises, the Recipient shall: (a) maintain in strict confidence and in safe custody any Confidential Information disclosed to treat it by, or acquired from Disclosing Party in connection with the Purpose; (b) ensure that its directors, employees, sub-contractors, agents and hold 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 Confidential Infor- mation in the strictest confidence. Distributor shall employ all reasonable steps 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 own officers, direc- tors, accountants, attorneys, bankers, agents, employees or other advisors (“representa- tives”), Relevant Persons who reasonably and necessarily require access 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 and to require them to treat such information in accordance with for the terms of this Agreement as if they were parties hereto. Distributor shall be responsible Purpose; (d) not use/divulge any Confidential Information for any breach by its representatives of reason other than the terms of this Agreement. Distributor is not allowed to sell, license or otherwise exploit any products or services which embody in whole Purpose or in part 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 extent ex- pressly permitted 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 this Agreement. Distributor will take all reasonable precautions 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 prevent disclosure other third parties which may be competitive with the products or services of the Disclosing Party by making use 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 (and certify in writing the destruction of) 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 Company or any estimates or projections contained therein; (b) neither Company nor its representatives shall have any liability resulting obtained from the 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 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 entertainment or media fieldsDisclosing Party.

Obligations of Confidence. Distributor agrees The licensee’s Obligations: 3.1 The licensee agrees: (a) to treat and hold take all action necessary to maintain the confidential nature of March Hare’s confidential information; and (b) not to disclose any of March Hare’s Confidential Infor- mation in the strictest confidence. Distributor shall employ all reasonable steps 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 its officers, employees, agents or advisers who need March Hare’s confidential information for the approved purpose, without the prior consent of March Hare; and (c) not to use or reproduce any of March Hare’s confidential information other than for the Approved Purpose. 3.2 The licensee agrees to ensure that none of its own officers, direc- torsemployees, accountantsagents and advisers do any act, attorneysmatter or thing which, bankersif done by the licensee, agentswould constitute a breach of this agreement. 3.3 Upon written request by March Hare, employees the licensee will inform March Hare of the names of all 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 same obligations imposed by this agreement. 3.4 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 advisors than through breach of this agreement; or (“representa- tives”), b) The licensee can prove by contemporaneous written documentation was already known to whom it needs at the time of disclosure by March Hare or its representatives; or (c) The licensee acquires from a third party entitled to disclose such information in order for Distributor it. March Hare’s Obligations: 3.5 March Hare agrees: (a) to make an evaluation of the ttransaction with Company. Distributor agrees take all action necessary to inform such persons of maintain the confidential nature of such Confidential Information and the licensee’s confidential information; and (b) not to require them to treat such information in accordance with the terms of this Agreement as if they were parties hereto. Distributor shall be responsible for disclose any breach by its representatives of the terms of this Agreement. Distributor is not allowed licensee’s confidential information to sellany person other than its officers, license employees, agents or otherwise exploit any products or services which embody in whole or in part any Confidential Informationadvisers who need the licensee’s confidential information for the approved purpose, except to without the extent ex- pressly permitted in this Agreement. Distributor will take all reasonable precautions to prevent disclosure prior consent of the Confidential Information licensee; and (c) not to unauthorized persons use or entities. Distributor shall immediately notify Company of reproduce 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 licensee’s confidential information other than for the approved purpose. 3.6 March Hare agrees 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 (and certify in writing the destruction of) 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 ensure that none of its officers, directorsemployees, accountantsagents and advisers do any act, attorneysmatter or thing which, bankersif done by March Hare, agentswould 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, advisors and other representatives, agents or advisers who have made or herein makes any expressed or implied represen- tation or warranty as access to the accuracy 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 completeness becomes part of the Confidential Information public domain other than through breach of Company or any estimates or projections contained thereinthis agreement; or (b) neither Company nor March Hare can prove by contemporaneous written documentation was already known to it at the time of disclosure by the licensee or its representatives shall have any liability resulting representatives; or (c) March Hare acquires from the 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 a third party entitled 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 entertainment or media fieldsdisclose it.