Obligations of the Receiving Party. (i) The Receiving Party and its Representatives will: (i) keep and safeguard as confidential all of the Disclosing Party’s Confidential Information, using at least those measures that the Receiving Party takes to protect its own information of a similar nature, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit of the Disclosing Party.
(ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the performance of the Receiving Party’s obligations or exercise of its rights under this Agreement or the License Agreement; (b) are informed by Receiving Party of the confidential nature of the Confidential Information; and (c) agree in writing to strictly abide by an obligation of confidentiality no less strict than the terms of this Section 35 or have another legal duty of confidentiality to the Receiving Party. Each Member will remain liable for any use or disclosure of the other Member’s Confidential Information by any Representative in contravention of this Section 35.
(iii) Neither Member will make any copy of the other Member’s Confidential Information unless approved in writing by the other Member. Neither Member may remove any proprietary, copyright, confidential, trade secret or other legend from any of the other Member’s Confidential Information or any copies.
(iv) Except for disclosures made in accordance with Section 35(a)(ii), any disclosure by the Receiving Party or any of its Representatives of the Disclosing Party’s Confidential Information is subject to the prior written consent of one of the following individuals at the Disclosing Party: (i) for the Special Member, the Chief Executive Officer or the Chief Legal Officer; and (ii) for the Primary Member, the President or the General Counsel.
Obligations of the Receiving Party. The Receiving Party shall:
Obligations of the Receiving Party. In consideration of its receiving the Confidential Information from the Disclosing Party, the Receiving Party shall:
(a) treat all Confidential Information received from the Disclosing Party as proprietary and confidential and, unless expressly authorized in writing to do so by the Disclosing Party, shall not disclose any Confidential Information to third parties (except as provided herein) and shall only use such Confidential Information for purposes relating to the Purpose;
(b) only disseminate Confidential Information to Employees to the extent that such Employees have a demonstrable need to know the same in order to carry out their tasks in relation to the Purpose;
(c) ensure that all Employees who have access to Confidential Information are made aware of the confidential nature of the Confidential Information and of the obligations contained in this NDA;
(d) promptly notify the Disclosing Party if it becomes aware of a breach of any provision of this NDA by any of its Employees and take all necessary measures to ensure that the disclosures in breach of this NDA cease immediately;
(e) except as authorized in writing by the Disclosing Party, only use, copy or reduce Confidential Information into tangible, visible or recorded form as is strictly necessary for the performance of the Purpose;
(f) protect the Confidential Information with at least the same degree of care as it uses to protect its own Confidential Information but in no instance shall such standard be less than reasonable care;
(g) not remove, alter or deface any designations relating to the confidential or proprietary nature of the Confidential Information;
(h) upon the written request of the Disclosing Party, promptly certify the destruction of or promptly return all Confidential Information and all copies thereof to the Disclosing Party.
Obligations of the Receiving Party.
1.1. The Receiving Party agrees:
1.1.1. not to disclose and to protect the confidentiality of the Information (including any notes, summaries, reports, analyses or other material derived by the Receiving Party, its Affiliates or its or their Representatives (defined below) in whole or in part and in whatever form maintained (collectively, “Notes”);
1.1.2. to use the Information and Notes only for the purpose of this Agreement as contemplated hereby;
1.1.3. to treat the Information and Notes with the same degree of care as it treats its own Confidential Business Information, which shall be at least a reasonable standard of care, to prevent disclosure of the Information and Notes, except to its Affiliates and its or their officers, directors, employees, agents and contractors (collectively, “Representatives”), to the extent necessary for the fulfilment of the obligations of the Receiving Party and its Affiliates pursuant to the REACH Regulation.
1.1.4. that prior to disclosing any Information and Notes to its Affiliates or its or their Representatives as provided above, such Affiliates and their Representatives will be advised of the confidential nature of the Information and/or Notes, and will be provided a copy of this APPENDIX and directed to abide by its terms.
1.1.5. to be responsible for any breach of this APPENDIX by it, its Affiliates or its or their Representatives.
1.1.6. not to copy or otherwise reproduce nor duplicate the Information or Notes in whole or in part where such copying, reproduction or duplication has not been specifically authorized by this Agreement or otherwise approved in writing by the Steering Committee or the Secretariat.
1.2. Obligations in this clause 1 shall continue for twelve (12) years from the date of Registration of each of the Substances listed in APPENDIX 1.
1.3. Nothing herein is intended to, and shall not limit or abridge the protection of any trade secret under applicable trade secrets law, and trade secrets shall be maintained as such until they fall into the public domain.
1.4. The Receiving Party acknowledges that the covenants of non-disclosure and non-use in this Agreement shall be effective in every county and territory in the world.
1.5. In the event of loss or theft of any Information and Notes, the Secretariat must be notified by the Receiving Party who shall take all reasonable action and cooperate fully in remedying same.
Obligations of the Receiving Party. The Receiving Party shall (a) protect and safeguard the confidentiality of all of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; and (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than performance of obligations or exercise of rights in accordance with this Agreement, including without limitation to reverse engineer, disassemble, decompile or design around the Disclosing Party’s proprietary services, products and/or confidential Intellectual Property.
Obligations of the Receiving Party. The Receiving Party agrees to: Maintain the confidentiality of the Confidential Information and take all reasonable steps to protect it from unauthorized use, disclosure, or access. Use the Confidential Information solely for the Permitted Purpose and not for any other purpose. Not disclose, copy, reproduce, or distribute the Confidential Information, in whole or in part, to any third part. Not make any copies or derivatives of the Confidential Information. Promptly notify the Disclosing Party if the Receiving Party becomes aware of any unauthorized use or disclosure of the Confidential Information.
Obligations of the Receiving Party. In the event that a Receiving Party is required to, or shall deem it necessary to, disclose Confidential Information of the Disclosing Party pursuant to Section 5.2, then except as otherwise expressly set forth herein, the Receiving Party (a) shall, to the extent practicable, give reasonable advance notice to the Disclosing Party of such disclosure, and (b) if requested by the Disclosing Party, use reasonable efforts to cooperate with the Disclosing Party's efforts to secure confidential treatment of such information. In any event, Licensee and Licensor shall take all reasonable precautions to avoid any unauthorized use or disclosure of Confidential Information or materials of the other Party, and Research Information, Licensed Know-How or confidential Licensed Patent Rights.
Obligations of the Receiving Party. The Receiving Party agrees and warrants the following:
a. It will process the Personal Data only for purposes stated in the Agreement and in compliance with its documented instructions. If the Receiving Party cannot provide such compliance for whatever reason, it agrees to inform the Disclosing Party promptly of its inability to comply, in which case the Disclosing Party at its sole option is entitled to suspend the transfer of data and/or terminate the Agreement;
b. Nothing prevents it from fulfilling the instructions received from the Disclosing Party and its obligations under the Agreement, and if it becomes aware of any event which is likely to have a substantial adverse effect on the warranties and obligations set forth in this Supplement, it will promptly notify the Disclosing Party of such event, in which case the Disclosing Party is entitled to either suspend the transfer of data and/or terminate the Agreement;
c. It will ensure that an obligation of confidentiality is imposed on persons authorized to process the Personal Data and take reasonable steps to ensure the reliability and integrity of any its personnel who have access to the Personal Data. Further, the Receiving Party shall disclose Personal Data or permit access to such Personal Data only to those authorized personnel with a need to know basis, and shall only provide such Personal Data to enable its authorized personnel to provide the Services set forth in the Agreement;
d. It has implemented and currently maintains the appropriate Technical, Physical and Organizational Security Measures which comply with the Applicable Data Protection Law prior to and
e. It will not share Personal Data with any party Disclosing Party; Provided, that if allowed by the Disclosing Party to engage another processor, the Receiving Party’s agreement with the processor shall ensure that the same obligations for data protection under the Agreement and Applicable Data Protection Law are implemented, taking into account the nature of the processing;
f. It will promptly notify the Disclosing Party about: • Any legally binding request for disclosure of the Personal Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation; and • Any requests received from Data Subjects, without responding to such requests, unless it has been authorized to do so by the Disclosing Party;
g. It will assist the Disclosing ...
Obligations of the Receiving Party. 5.1 The Receiving Party undertakes to guarantee the confidentiality of the Confidential Information pursuant to Art. 3 of this Agreement, and to use them exclusively for the limited purpose indicated in the recitals, and under no circumstances use them in any other manner.
5.2 The Receiving Party also undertakes not to disclose, transfer and/or disseminate any part of such Confidential Information to any third party, or to reproduce, copy and/or duplicate, in any manner whatsoever, documents (including electronic documents) containing the Confidential Information, or any part of the same, without the prior written consent of the Disclosing Party.
5.3 The Receiving Party undertakes to guarantee the confidentiality of such Confidential Information, ensuring its employees and those who generally operate in various capacities within the company adopt all necessary measures, and to reproduce and to ensure all third parties suppliers/consultants, subsidiaries or associated companies (hereafter the “Personnel”), to whom such information is communicated to as strictly necessary in order to execute the agreement referred to in the recitals.
5.4 Finally, it is hereby stated that the Receiving Party undertakes to involve such Personnel in so far as is strictly necessary.
Obligations of the Receiving Party. The Receiving Party shall hold and maintain the Confidential Information acquired through the Integrated Business Registration System in strictest confidence and shall restrict access to the Confidential Information to its employees, contractors and third parties as is reasonably required. The Receiving Party shall ensure that the persons accessing the Confidential Information are properly notified of the nature of the same and shall, at its option, require the person/s concerned to execute nondisclosure agreements. The Receiving Party shall use the Confidential Information solely in connection with the current or contemplated business relation between the parties as provided in the MOA unless such other use is authorized in writing by the Disclosing Party.
