Obligations Regarding Confidential Information a. The Receiving Party shall:
i. refrain from disclosing any Confidential Information of the Disclosing Party to third parties, except as expressly provided in this section.
ii. take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party
iii. refrain from disclosing, reproducing, summarising and/or distributing Confidential Information of the Disclosing Party except in pursuance of the Receiving Party's business relationship with the Disclosing Party, and only as otherwise provided hereunder.
b. The Receiving Party may disclose Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order, provided that the Receiving Party either
i. gives the Disclosing Party reasonable notice prior to such disclosure to allow the Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or
ii. obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.
c. The Receiving Party may disclose Confidential Information only to the Receiving Party's employees and consultants on a need- to-know basis. The Receiving Party will have executed or shall execute appropriate written agreements with third parties sufficient to enable the Receiving Party to enforce all the provisions of this clause.
d. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or any other breach of this clause by the Receiving Party and its employees and consultants, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorised use or disclosure. The Receiving Party shall, upon termination of these Terms and at the Disclosing Party’s request, return or certify destruction of or deletion from all computers of all originals, copies, reproductions and summaries of Confidential Information and other tangible materials and devices provided to the Receiving Party as Confidential Information
Obligations Regarding Confidential Information. Receiving Party shall
12.2.1 refrain from disclosing any Confidential Information of the Disclosing Party to third parties for ten (10) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party
12.2.2 take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party and shall procure that all of its directors, employees, professional advisers and sub-contractors only have access to Confidential Information of the Disclosing Party on a need to know basis and are made aware of the obligations of clause 12
12.2.3 not disclose any Confidential Information to its sub-contractors without first obtaining their written agreement to confidentiality obligations no less stringent than those set out in this clause 12 Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, provided that Receiving Party either
12.2.4 gives the Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or
12.2.5 obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, the Receiving Party shall not disclose any computer source code that contains Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order unless it complies with the requirement set forth in clause 12.
Obligations Regarding Confidential Information. The performance of the duties and obligations required under the Agreement may require either party to disclose to the other certain Confidential Information.
Obligations Regarding Confidential Information. The receiving party will (i) protect the confidentiality of the disclosing party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care); (ii) not use any of the disclosing party’s Confidential Information for any purpose outside the scope of this Agreement, except with the disclosing party's prior written consent; (iii) disclose Confidential Information of the disclosing party only to those of the receiving party’s employees, consultants and contractors who have a need to know such information and who have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to the receiving party under this Agreement; and (iv) promptly notify the disclosing party if it becomes aware of any actual or suspected breach of confidentiality of the disclosing party's Confidential Information. The receiving party will be liable for any breach of the obligations of confidentiality by its employees, consultants or contractors.
Obligations Regarding Confidential Information. (a) The Parties have entered into a Confidential Disclosure Agreement (“CDA”) effective October 15, 2012 which is hereby incorporated by reference. The maintenance of confidential treatment to disclosed information shall continue for at least five (5) years after termination of this Agreement.
(b) Licensee and Licensor (as applicable, each a "Receiver") shall each use all reasonable steps to keep confidential, for the term of this Agreement and for five (5) years thereafter, and with respect to trade secrets, for so long as such trade secrets are protected, any Licensee know-how and Licensor know-how, as the case may be, and any other proprietary or business information provided or made available by the other Party (as applicable, each a "Discloser") hereunder ("Confidential Information"), which steps shall include, without limitation, steps no less stringent than the Receiver employs to protect its own Confidential Information. Without the prior written consent of Discloser, Receiver shall not use (except as contemplated by this Agreement), or disclose to any Third Party, any Confidential Information of Discloser; provided, however, that the foregoing shall not apply to Confidential Information that Receiver can establish by written documentation:
(i) was publicly known at the time of disclosure by Receiver;
(ii) becomes publicly known, without Receiver's breach of this confidentiality restriction subsequent to such disclosure to Receiver hereunder;
(iii) was otherwise known by Receiver from a source (other than Discloser) lawfully having the right to possess and disclose such information without restriction;
(iv) was developed by Receiver independently of the disclosure by Discloser; or
(v) was known by Receiver without obligation to Discloser prior to receiving such information from Discloser.
Obligations Regarding Confidential Information. Xxxx & Xxxxxxx pledges not to disclose any information to which it has access in the process of the performance of a Client engagement. Xxxx & Xxxxxxx also agrees to only request of the Client information necessary to carry out services requested by the Client. Xxxx & Xxxxxxx shall process information and data provided in accordance with the instructions given by the Client and shall refrain from recording, reproducing, or storing data for superfluous reasons. This prohibition affects both hard-copy data and data on any electronic, magnetic, analogue or digital medium. Under no circumstances may it disclose such data to third parties without written authorization from the Client, even merely for safekeeping. Xxxx & Xxxxxxx recognizes that the duties of secrecy and non-disclosure continue to apply indefinitely even after all service engagements have terminated. Xxxx & Xxxxxxx undertakes to take and maintain the technical and organizational steps required to guarantee data security and prevent their alteration, loss and unauthorized processing or access, according to the security level required pursuant to the aforementioned legislation. These steps refer to the files, processing centers, premises, equipment, systems, programs and people involved in processing. Once the contractual service has been performed, Xxxx & Xxxxxxx agrees to hand back to the Client all of the raw data used in tax planning upon the Client’s written request. Xxxx & Xxxxxxx does not agree to hand back and destroy copies of completed tax returns, as the American Institute of Certified Public Accountants and the Association for Accounting Administration both dictate that best practice is to keep this work on hand.
Obligations Regarding Confidential Information. The Receiving Party shall not use any Confidential Information provided by the Disclosing Party except as necessary for the Receiving Party to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall not disclose Confidential Information provided by the Disclosing Party to others (except to its employees, consultants, agents and Affiliates who reasonably require disclosure of such Confidential Information to enable the Receiving Party to exercise its rights or perform its obligations hereunder and who are bound to the Receiving Party by like obligations as to confidentiality no less stringent than those set forth herein) without the prior written permission of the Disclosing Party. The Receiving Party shall treat all Confidential Information with the same degree of care as the Receiving Party accords its own information or materials of a similar nature, but in no case less than reasonable care. The Receiving Party shall not copy any Confidential Information except as necessary to enable the Receiving Party to use Confidential Information as permitted hereunder, and shall ensure that each such copy shall contain and state the same confidential or proprietary notices or legends which appear on the original. The Receiving Party shall immediately give notice to the Disclosing Party of, and shall assist the Disclosing Party in remedying, any unauthorized use or disclosure of Confidential Information. Neither Party shall communicate any information or materials to the other in violation of the proprietary rights of any Third Party.
Obligations Regarding Confidential Information. Each party agrees to protect the other party’s Confidential Information using at least the same degree of care that it uses to protect its own confidential information, but no less than reasonable care. The recipient agrees to use the discloser’s Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Use License. The recipient must not disclose or disseminate the discloser’s Confidential Information to anyone other than its employees, or with respect to Apple, employees, contractors, and auditors, who have a need to know and who are bound by a written agreement that prohibits unauthorized use or disclosure of the Confidential Information. The recipient may disclose the other party’s Confidential Information to the extent required by law, provided that it takes reasonable steps to notify the other of such requirement before disclosing the Confidential Information and to obtain protective treatment of the Confidential Information.
Obligations Regarding Confidential Information. The Executive shall, during the Term of his employment with the Company and at all times thereafter:
Obligations Regarding Confidential Information. (i) During the Term and thereafter, the Employee agrees that the Employee will not: (a) use or permit the use of any Confidential Information, however acquired, except as necessary within the scope of employment with the Company to perform the Employee’s duties; (b) duplicate or replicate or cause or permit others to duplicate or replicate any document or other material in any medium embodying any Confidential Information, except as necessary in connection with the Employee’s employment with the Company; or (c) disclose or permit the disclosure of any Confidential Information to any person outside the Company, without the prior written consent of the President or CEO of the Company.
(ii) The Employee acknowledges that the Company owns all rights, title and interest in and to the Confidential Information. The Employee acquires hereunder no rights, title or interest in any Confidential Information.
(iii) The Employee agrees that the Employee shall not remove from the Company’s premises (except to the extent such removal is for purposes of the performance of the Employee’s duties at home or while traveling, or except as otherwise specifically authorized by the Company), any Confidential Information or Company property (e.g., computers, cell phones, memoranda, office supplies, software, etc). Upon termination of this Agreement by either party, or upon the request of the Company during the Term, the Employee shall return to the Company all of the Confidential Information and Company property in the Employee’s possession or subject to the Employee’s control, and the Employee shall not retain any copies of such items. Upon request, the Employee will execute a sworn statement attesting that the Employee has complied with all of the terms of this provision.
