Common use of Obligations of Receiving Party Clause in Contracts

Obligations of Receiving Party. The receiving Party shall maintain the confidentiality of the Proprietary Information with at least the same degree of care that it uses to protect its own confidential information, but no less than a reasonable degree of care under the circumstances, for three (3) years from the date of disclosure. The receiving Party may not disclose any of the disclosing Party’s Proprietary Information, except to its employees, project members or consultants who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein. The receiving Party may not disclose a disclosing Party’s Proprietary Information to any third party without the disclosing Party’s prior written authorization and procuring such third party’s agreement to nondisclosure terms at least as comprehensive as those set forth herein. Any copies that are made will be identified as belonging to the disclosing Party and marked “Proprietary” or with a similar legend. A receiving Party may not use Proprietary Information to reproduce, redesign, or reverse engineer any products or equipment of the disclosing Party. Upon disclosure of Proprietary Information by the receiving Party, the receiving Party shall promptly notify the disclosing Party, regardless of whether such disclosure is prohibited or allowed under this Article V. Upon a disclosure of Proprietary Information in violation of this Article V, the disclosing Party shall take reasonable steps to mitigate the effects of such disclosure. Upon the expiration of the Term or earlier termination of this Contract, the receiving party shall return or destroy, as applicable, all Proprietary Information except to the extent that such Proprietary Information is reasonably necessary to carry out work under another contract between the Parties.

Obligations of Receiving Party. The receiving a. Receiving Party shall hold and maintain the confidentiality of the Proprietary Confidential Information with at least the same degree of care that it uses in strictest confidence. Receiving Party shall carefully restrict access to protect its own confidential information, but no less than a reasonable degree of care under the circumstances, for three (3) years from the date of disclosure. The receiving Party may not disclose any of the disclosing Party’s Proprietary Information, except Confidential Information to its employees, project members or consultants who have a need contractors and third parties as is reasonably required and shall require those persons to know and who agree to abide by sign nondisclosure terms restrictions at least as comprehensive protective as those set forth hereinin this Agreement. The receiving Notwithstanding the foregoing, Receiving Party may shall not disclose a disclosing Party’s Proprietary Information to any third party the gross receipts of any person or entity paying sales tax to the Disclosing Party, or the amount of sales tax generated. Receiving Party shall not, without the disclosing Party’s prior written authorization approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and procuring such third party’s agreement all records, notes, and other written, printed, or tangible materials in its possession pertaining to nondisclosure terms at least as comprehensive as those set forth hereinConfidential Information immediately if Disclosing Party requests it in writing. Any copies report prepared by Receiving Party using Confidential Information shall be written in such a way as to preclude the identification of individual businesses or individual tax payers by reading the report, provided that are made will be identified as belonging this shall not prohibit the preparation and distribution of a report listing hotels, motels, and property management agencies without disclosure of their respective gross receipts or the amount of sales tax generated. b. Receiving Party shall only disclose the Confidential Information, including any information contained in or derived from the Confidential Information, to the disclosing Party and marked “Proprietary” officer or with a similar legend. A receiving Party may not use Proprietary Information to reproduce, redesign, or reverse engineer any products or equipment employee designated by Resolution of the disclosing Disclosing Party. Upon disclosure of Proprietary Information by the receiving Party, the receiving . c. Receiving Party shall promptly notify the disclosing Party, regardless of whether such disclosure is prohibited or allowed under by this Article V. Upon Agreement from performing consulting services for a disclosure of Proprietary Information in violation retailer during the term of this Article VAgreement. d. Receiving Party is prohibited by this Agreement from retaining the Confidential Information, including and information contained in or derived from the disclosing Party shall take reasonable steps to mitigate the effects of such disclosure. Upon the expiration of the Term or earlier termination of Confidential Information, after this Contract, the receiving party shall return or destroy, as applicable, all Proprietary Information except to the extent that such Proprietary Information is reasonably necessary to carry out work under another contract between the PartiesAgreement has been terminated.

Obligations of Receiving Party. The receiving Receiving Party understands that nothing herein: (i) requires the disclosure of any Proprietary Information; or (ii) requires the Disclosing Party to proceed with any transaction or relationship. Receiving Party shall hold and maintain Proprietary Information in strictest confidence. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the confidentiality use by others for their benefit or to the detriment of Disclosing Party, any Proprietary Information. In consideration of the Proprietary Information with at least the same degree of care that it uses to protect its own confidential information, but no less than a reasonable degree of care under the circumstances, for three (3) years from the date of disclosure. The receiving Party may not disclose any of the disclosing Party’s Proprietary Information, except to its employees, project members or consultants who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein. The receiving Party may not disclose a disclosing Party’s Proprietary Information to any third party without the disclosing Party’s prior written authorization and procuring such third party’s agreement to nondisclosure terms at least as comprehensive as those set forth herein. Any copies that are made will be identified as belonging to the disclosing Party and marked “Proprietary” or with a similar legend. A receiving Party may not use Proprietary Information to reproduce, redesign, or reverse engineer any products or equipment of the disclosing Party. Upon disclosure of Proprietary Information by the receiving Disclosing Party, the receiving Receiving Party shall promptly notify hereby agrees: (i) to hold the disclosing Party, regardless of whether such disclosure is prohibited or allowed under this Article V. Upon a disclosure of Proprietary Information in violation strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials); (ii) not to disclose, directly or indirectly, any such Proprietary Information or any information derived therefrom to any third person without the express written consent of Disclosing Party; and (iii) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall ensure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information execute a copy of this Article V, the disclosing Party shall take reasonable steps Agreement prior to mitigate the effects of such disclosure. Upon Receiving Party may be granted permission by Disclosing Party to work in conjunction with other parties who have executed a copy of this Agreement with Disclosing Party, at the expiration discretion of the Term or earlier termination of this ContractDisclosing Party. Such permission for disclosure granted by the Disclosing Party shall be explicit as to exceptions. Immediately upon the written request by the Disclosing Party at any time, the receiving party shall Receiving Party will return to the Disclosing Party all information and all documents or media containing Proprietary Information obtained from the Disclosing Party, and any and all copies, updates, or extracts thereof; save that where such information is a form incapable of return or destroyhas been copied or transcribed into another document, it shall be destroyed or erased, as applicableappropriate. The Receiving Party further acknowledges and agrees that no representation or warranty, all express or implied, is or will be made, and no responsibility or liability is or will be accepted by the Disclosing Party, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy or completeness of any Proprietary Information except made available to the extent Receiving Party or its advisers; Receiving Party is responsible for making its own evaluation of such information. Receiving Party's obligations under this Agreement do not extend to information that such Proprietary Information is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is reasonably necessary disclosed by Receiving Party with Disclosing Party's prior written approval. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to carry out work under another contract between limit disclosure and has allowed the PartiesDisclosing Party to request a protective order and a court has ruled upon that request.

Obligations of Receiving Party. The receiving (a) Receiving Party shall hold and maintain the confidentiality Confidential Information in strictest confidence for the sole and exclusive benefit of the Proprietary Disclosing Party and only for the purpose of evaluating potential business and investment relationships with Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information with to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the same degree use by others for their benefit or to the detriment of care that Disclosing Party, any Confidential Information or material. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it uses to protect in writing. (b) Receiving Party shall limit disclosure of Confidential Information within its own confidential information, but no less than a reasonable degree of care under the circumstances, for three (3) years from the date of disclosure. The receiving Party may not disclose any of the disclosing Party’s Proprietary Information, except organization to its employeesdirectors, project officers, partners, members or consultants who have and/or employees having a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein. The receiving Party may shall not disclose a disclosing Party’s Proprietary Confidential Information to any third party (whether an individual, corporation, or other entity) without the disclosing prior written consent of Disclosing Party. Receiving Party shall have satisfied its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information. (c) This Agreement imposes no obligation upon Receiving Party with respect to any Confidential Information (a) that was in Receiving Party’s prior written authorization and procuring such possession before receipt from Disclosing Party; (i) is or becomes a matter of public knowledge through no fault of Receiving Party; (ii) is rightfully received by Receiving Party from a third party’s agreement to nondisclosure terms at least as comprehensive as those set forth herein. Any copies that are made will be identified as belonging party not owing a duty of confidentiality to the disclosing Party and marked “Proprietary” Disclosing Party; (iii) is disclosed without a duty of confidentiality to a third party by, or with a similar legend. A receiving Party may not use Proprietary Information to reproducethe authorization of, redesign, Disclosing Party; or reverse engineer any products or equipment of the disclosing (iv) is independently developed by Receiving Party. Upon disclosure of Proprietary Information by the receiving Party, the receiving Party shall promptly notify the disclosing Party, regardless of whether such disclosure is prohibited or allowed under this Article V. Upon a disclosure of Proprietary Information in violation of this Article V, the disclosing Party shall take reasonable steps to mitigate the effects of such disclosure. Upon the expiration of the Term or earlier termination of this Contract, the receiving party shall return or destroy, as applicable, all Proprietary Information except to the extent that such Proprietary Information is reasonably necessary to carry out work under another contract between the Parties.

Obligations of Receiving Party. The receiving Party party under no circumstances shall maintain disclose these details to any party without the confidentiality consent of the Proprietary Information with at least owner of the same degree of care that it uses to protect its own confidential informationinformation (i.e., but no less than a reasonable degree of care under the circumstances, for three (3) years from the date of disclosuredisclosing party). The receiving Party may not disclose any party shall be compliant to the Health Insurance Portability and Accountability Act of 1996. In case if a violation of the disclosing Party’s Proprietary Information, except to its employees, project members or consultants who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein. The receiving Party may not disclose a disclosing Party’s Proprietary Information to any third party without the disclosing Party’s prior written authorization and procuring such third party’s agreement to nondisclosure terms at least as comprehensive as those set forth herein. Any copies that are made will be identified as belonging to the disclosing Party and marked “Proprietary” or with a similar legend. A receiving Party may not use Proprietary Information to reproduce, redesign, or reverse engineer any products or equipment of the disclosing Party. Upon disclosure of Proprietary Information by the receiving Party, the receiving Party shall promptly notify the disclosing Party, regardless of whether such disclosure is prohibited or allowed under this Article V. Upon a disclosure of Proprietary Information in violation of this Article V, the disclosing Party shall take reasonable steps to mitigate the effects of such disclosure. Upon the expiration of the Term or earlier termination of this Contractact, the receiving party shall return be liable to enacted under this law in the Federal court. At any point, if the receiving party has any query handling the patient information, they can get in touch with the authorized personnel of the disclosing party which has been deputed as the first party for this business. If Confidential Information is given in written form, the Disclosing Party shall label or destroystamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as applicableis reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, all Proprietary Information except without the prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the extent that such Proprietary detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information is reasonably necessary to carry out work under another contract between the Partiesimmediately if Disclosing Party requests, it in writing.