Common use of Obligations with Respect to Confidential Information Clause in Contracts

Obligations with Respect to Confidential Information. The Receiving Party agrees that the Receiving Party and the Receiving Party’s employees, subcontractors, agents and affiliates (“Contractor Personnel”) will (a) hold the Confidential Information in strict confidence; (b) not give, sell or disclose Confidential Information to its Personnel or any other third party who does not have an absolute necessity to access such Confidential Information in order to perform the Services under the terms and conditions of this Agreement, unless such party is an auditor or other consultants hired by TIAA to perform internal audits; (c) advise each party who may be exposed to the Confidential Information under the terms of this Agreement, that it is to be kept strictly confidential and (d) ensure that neither the Receiving Party, nor the parties to who the Receiving Party legally discloses the Confidential Information will share or otherwise use the Confidential Information in violation of or in any manner inconsistent with applicable privacy laws described in Section 11 below, and/or the Privacy or Security polices and procedures of TIAA and its affiliates. Any copies or reproductions of the Confidential Information shall bear the patent, copyright, trademark or proprietary notices contained in the original. Upon the Disclosing Party’s request, but in any event upon termination of this Agreement, the Receiving Party shall surrender to TIAA all memoranda, notes, records, drawings, manuals, computer software, and other documents or materials (and all copies of them) relating to or containing Proprietary Information. These restrictions will apply during and after Contractor’s engagement with TIAA.

Obligations with Respect to Confidential Information. The Receiving Party agrees that the Receiving Party and the Receiving Party’s employees, subcontractors, agents and affiliates (“Contractor Personnel”) will (a) hold the Confidential Information in strict confidence; (b) not give, sell or disclose Confidential Information to its Personnel or any other third party who does not have an absolute necessity to access such Confidential Information in order to perform the Services under the terms and conditions of this Agreement, unless such party is an auditor or other consultants hired by TIAA to perform internal audits; (c) advise each party who may be exposed to the Confidential Information under the terms of this Agreement, that it is to be kept strictly confidential and (d) ensure that neither the Receiving Party, nor the parties to who the Receiving Party legally discloses the Confidential Information will share or otherwise use the Confidential Information in violation of or in any manner inconsistent with applicable privacy laws described in Section 11 below, and/or the Privacy or Security polices and procedures of TIAA and its affiliates. Any copies or reproductions of the Confidential Information shall bear the patent, copyright, trademark or proprietary notices contained in the original. Upon the Disclosing Party’s request, but in any event upon termination of this Agreement, the Receiving Party shall surrender to TIAA all memoranda, notes, records, drawings, manuals, computer software, and other documents or materials (and all copies of them) relating to or containing Proprietary Information. These restrictions will apply during and after Contractor’s 's engagement with TIAA.

Obligations with Respect to Confidential Information. The Confidential Information (as defined in Section 7.6.2) disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party agrees that Party”) shall be owned by and remain, as between the Receiving Disclosing Party and the Receiving Party, the sole property of the Disclosing Party. Each party agrees to preserve the confidential nature of the other party’s employees, subcontractors, agents Confidential Information by retaining and affiliates (“Contractor Personnel”) will (a) hold using the Confidential Information in strict trust and confidence, solely for its internal use, and by using the same degree of protection that such party uses to protect its own similar proprietary and confidential information, but in no event less than reasonable care. Each Receiving Party shall not reveal or otherwise use the Disclosing Party’s Confidential Information, except: (a) the Receiving Party may use such Confidential Information to the extent necessary to perform its obligations under this Agreement or to the extent permitted by the other provisions of this Agreement; (b) not givethe Receiving Party may disclose such Confidential Information to the extent reasonably believed to be necessary to comply with applicable law or the valid order of a court of competent jurisdiction or in connection with any arbitration proceeding, sell or to enforce its rights against the other via any such court or arbitration proceeding; provided that in any such event the Receiving Party shall so notify the Disclosing Party as promptly as practicable (and, if possible, prior to making any such disclosure) and the Receiving Party, at the Disclosing Party’s request and cost, shall seek confidential treatment of such information and cooperate with the Disclosing Party’s efforts (if any) to do the same; and (c) the Receiving Party may disclose such Confidential Information to its Personnel affiliates and to its and their directors, officers, employees, legal and financial advisors and auditors, provided that such affiliates, directors, officers, employees, legal and financial advisors and auditors agree to be bound by the provisions of this Section 7.6.1 (or any other third party who does not are bound by confidentiality obligations on substantially similar terms or, in the case of attorneys or accountants, have an absolute necessity a similar professional ethical duty) with respect to access such Confidential Information in order to perform the Services under the terms and conditions of this Agreement, unless such party is an auditor or other consultants hired by TIAA to perform internal audits; (c) advise each party who may be exposed to the Confidential Information under the terms of this Agreement, that it is to be kept strictly confidential and (d) ensure that neither the Receiving Party, nor the parties to who the Receiving Party legally discloses the Confidential Information will share or otherwise use the Confidential Information in violation remain liable for any breach by any such third party of or in these provisions and for any manner inconsistent with applicable privacy laws described in Section 11 below, and/or the Privacy or Security polices damages caused thereby. Both parties understand and procedures of TIAA and its affiliates. Any copies or reproductions of the Confidential Information agree that money damages shall bear the patent, copyright, trademark or proprietary notices contained in the original. Upon the Disclosing Party’s request, but in not be a sufficient remedy for any event upon termination breach of this Agreement, Section 7.6.1 by the Receiving Party and that the Disclosing Party shall surrender be entitled to TIAA all memorandaseek equitable relief as a remedy for any such breach. The obligations in this Section 7.6.1, notes, records, drawings, manuals, computer softwareare in addition to, and supplement, each party’s obligations of confidentiality under any nondisclosure or other documents or materials (and all copies of them) relating to or agreements between the parties containing Proprietary Information. These restrictions will apply during and after Contractor’s engagement with TIAAnondisclosure obligations.

Obligations with Respect to Confidential Information. The Receiving Party agrees that the Receiving Party and the Receiving Party’s 's employees, subcontractors, agents and affiliates (“Contractor "Receiving Party Personnel”") will (a) hold the Confidential Information in strict confidence; (b) not give, sell or disclose Confidential Information to its Personnel or any other third party who does not have an absolute necessity to access such Confidential Information in order to perform the Services under the terms and conditions of this Agreement, unless such party is an auditor or other consultants hired by TIAA MUNICIPALITY to perform internal audits; (c) advise each party who may be exposed to the Confidential Information under the terms of this Agreement, that it is to be kept strictly confidential and (d) ensure that neither the Receiving Party, nor the parties to who the Receiving Party legally discloses the Confidential Information will share or otherwise use the Confidential Information in violation of or in any manner inconsistent with applicable privacy laws described in Section 11 below, and/or the Privacy or Security polices policies and procedures of TIAA the Disclosing Party and its affiliates. Any copies or reproductions of the Confidential Information shall bear the patent, copyright, trademark trademark, or proprietary notices contained in the original. Upon the Disclosing Party’s 's request, but in any event upon termination of this Agreement, the Receiving Party shall surrender to TIAA all the Disclosing Party al memoranda, notes, records, drawings, manuals, computer software, and other documents or materials (and all copies of them) relating to or containing Proprietary Information. These restrictions will apply during and after Contractor’s engagement with TIAA.