Common use of Obligations of Recipient Clause in Contracts

Obligations of Recipient. Recipient covenants and agrees that: 2.1. It will hold all Confidential Information in trust and in the strictest confidence and protect it in accordance with a standard of care that shall be no less than the care it uses to protect its own information of like importance but in no event with less than reasonable care; 2.2. It will not use, copy, or disclose, or permit any unauthorized person access to, any Confidential Information without KBS’s permission, to be granted or withheld in KBS’s sole discretion, and provided that any existing confidentiality notices are included in such reproductions or, if no such notices are included, “Confidential” or some similar notice is stamped on the Confidential Information; 2.3. It may only disclose Confidential Information to its directors, officers, employees, consultants, insurers, reinsurers, auditors, regulators, attorneys and agents (“Representatives”) provided such Representatives (i) have a need to know and (ii) are informed, directed and obligated by Recipient to treat such Confidential Information in accordance with the obligations of this Agreement. Recipient agrees to be liable for any breach of an obligation hereunder by any of its Representatives; 2.4. All Confidential Information, including all tangible embodiments, copies, reproductions and summaries thereof, and any other information and materials provided by KBS to the Recipient shall remain the sole and exclusive property of KBS. 2.5. It shall immediately report to KBS any use or disclosure by the Recipient’s employees or any other person of which the Recipient has knowledge of any portion of the Confidential Information without authorization from KBS, and will reasonably cooperate with KBS to help KBS regain possession of the Confidential Information and prevent its further unauthorized use. 2.6. Upon the written request of KBS, Recipient will effect the destruction of all memoranda, notes, records, tapes, documentation, disks, manuals, files, originals, copies, reproductions and summaries (in any form or format, including without limitation, copies resident in long or short-term computer storage devices) of, to the extent they concern or contain Confidential Information that are in Recipient’s possession, whether made or compiled by Recipient or furnished to Recipient by KBS; provided that Recipient, as a regulated entity, may retain the Confidential Information for the purposes of and for so long as required by any law, court or regulatory agency or authority or its internal compliance procedures. The confidentiality obligations of this Agreement shall continue to apply to such Confidential Information retained by Recipient or its Representatives for so long as Recipient or its Representatives retains such Confidential Information.

Obligations of Recipient. (a) Subject to the provisions of Section of this Agreement, Recipient covenants and agrees that: 2.1. It will hold all Confidential Information in trust and in the strictest confidence and protect it in accordance with a standard of care that (i) shall be no less than the care it uses to protect its own information of like importance but in no event with less than reasonable care; 2.2. It will not use, copy, or disclose, or permit any unauthorized person access to, use any Confidential Information without KBS’s permissionof the Discloser directly or indirectly for any purpose other than assessing, to be granted undertaking or withheld in KBS’s sole discretioncompleting the Engagement, (ii) shall keep confidential and provided that not publish, make available or otherwise disclose any existing confidentiality notices are included in such reproductions or, if no such notices are included, “Confidential” or some similar notice is stamped on the Confidential Information; 2.3. It may only disclose Confidential Information , except to those of its directors, officers, members, managers, employees, consultantsadvisors or representatives (collectively, insurers, reinsurers, auditors, regulators, attorneys and agents (“Representatives”) provided such Representatives (i) have with a need to know and (ii) are informed, directed and obligated by Recipient to treat such Confidential Information to assess, undertake or complete the Engagement and who are bound by confidentiality obligations at least as restrictive as those set forth in accordance this Agreement or have otherwise been notified of the confidentiality obligations set forth herein, and (iii) shall not disclose to any other person or entity (including, without limitation, by issuing a press release or otherwise making any public statement), the fact that Confidential Information of the Discloser has been made available to Recipient, the fact that discussions or negotiations are taking place concerning the Engagement, or any of the terms, conditions or other facts with respect thereto (including the obligations status thereof); provided, however, that nothing shall preclude the Recipient or its Representatives from disclosing the existence of this Agreement. the Engagement, if one is entered into, or any Confidential Information reasonably required to be disclosed by Recipient agrees or its Representatives in order to carry out the work or services to be provided under the Engagement Recipient shall be liable for any breach by its Representatives of an obligation hereunder by any the restrictions set forth in this Agreement. (b) Recipient and its Representatives shall handle the Confidential Information with at least the same standard of confidentiality Recipient employs to protect its Representatives;most sensitive and confidential information but in no event less than a reasonable standard of care. 2.4. All Confidential Information, including all tangible embodiments, copies, reproductions and summaries thereof, and any other information and materials provided by KBS to the (c) Recipient shall remain the sole and exclusive property of KBS. 2.5. It shall immediately report to KBS not copy or otherwise duplicate any use or disclosure by the Recipient’s employees or any other person of which the Recipient has knowledge of any portion tangible embodiments of the Confidential Information without authorization from KBSof the Discloser except as reasonably necessary for Recipient’s Representatives to assess, undertake or complete the Engagement. (d) Recipient shall notify the Discloser promptly in writing, and will reasonably cooperate with KBS to help KBS regain possession the Discloser as the Discloser may reasonably request, upon Recipient’s discovery of any loss or compromise of the Confidential Information and prevent its further unauthorized useof the Discloser. 2.6. Upon the written request of KBS, Recipient will effect the destruction of all memoranda, notes, records, tapes, documentation, disks, manuals, files, originals, copies, reproductions and summaries (in any form or format, including without limitation, copies resident in long or short-term computer storage devices) of, to the extent they concern or contain Confidential Information that are in Recipient’s possession, whether made or compiled by Recipient or furnished to Recipient by KBS; provided that Recipient, as a regulated entity, may retain the Confidential Information for the purposes of and for so long as required by any law, court or regulatory agency or authority or its internal compliance procedures. The confidentiality obligations of this Agreement shall continue to apply to such Confidential Information retained by Recipient or its Representatives for so long as Recipient or its Representatives retains such Confidential Information.

Obligations of Recipient. Recipient covenants and agrees that: 2.1. 2.1 It will hold all Confidential Information in trust and in the strictest confidence and protect it in accordance with a standard of care that shall be no less than the care it uses to protect its own information of like importance but in no event with less than reasonable care; 2.2. 2.2 It will not use, copy, or disclose, or permit any unauthorized person access to, any Confidential Information without KBS’s permission, to be granted or withheld in KBS’s sole discretion, and provided that any existing confidentiality notices are included in such reproductions or, if no such notices are included, “Confidential” or some similar notice is stamped on the Confidential Information; 2.3. 2.3 It may only disclose Confidential Information to its directors, officers, employees, consultants, insurers, reinsurers, auditors, regulators, attorneys and agents (“Representatives”) provided such Representatives (i) have a need to know and (ii) are informed, directed and obligated by Recipient to treat such Confidential Information in accordance with the obligations of this Agreement. Recipient agrees to be liable for any breach of an obligation hereunder by any of its Representatives; 2.4. 2.4 All Confidential Information, including all tangible embodiments, copies, reproductions and summaries thereof, and any other information and materials provided by KBS to the Recipient shall remain the sole and exclusive property of KBS. 2.5. 2.5 It shall immediately report to KBS any use or disclosure by the Recipient’s employees or any other person of which the Recipient has knowledge of any portion of the Confidential Information without authorization from KBS, and will reasonably cooperate with KBS to help KBS regain possession of the Confidential Information and prevent its further unauthorized use. 2.6. 2.6 Upon the written request of KBS, Recipient will effect the destruction of all memoranda, notes, records, tapes, documentation, disks, manuals, files, originals, copies, reproductions and summaries (in any form or format, including without limitation, copies resident in long or short-term computer storage devices) of, to the extent they concern or contain Confidential Information that are in Recipient’s possession, whether made or compiled by Recipient or furnished to Recipient by KBS; provided that Recipient, as a regulated entity, may retain the Confidential Information for the purposes of and for so long as required by any law, court or regulatory agency or authority or its internal compliance procedures. The confidentiality obligations of this Agreement shall continue to apply to such Confidential Information retained by Recipient or its Representatives for so long as Recipient or its Representatives retains such Confidential Information.