Receiving Party Obligations. The Information will be used solely for the purpose of evaluating Receiving Party’s potential purchase of the Property from the Company or its affiliates (the “Transaction”) and not for any other purpose. Receiving Party will protect the Information with a commercially reasonable degree of care in order to prevent the unauthorized use, access or disclosure of the Information. The Information will be kept confidential in accordance with the terms hereof by Receiving Party and its Representatives and will not be disclosed by Receiving Party or its Representatives to any other person except (i) as may be consented to by the Company in writing, (ii) if required by applicable law, regulation or legal or judicial process, subject to paragraph 4 below, and (iii) that Receiving Party may disclose the Information or portions thereof to those of its Representatives who need to know such Information solely for the purpose of evaluating the Transaction, but only to the extent necessary to evaluate the Transaction and only if such Representatives are advised of the confidential nature of such Information and the terms of this Agreement. Receiving Party will be responsible for any failure to comply with the terms of this Agreement by Receiving Party or its Representatives, and Receiving Party agrees to take all commercially reasonable measures to prevent its Representatives from prohibited or unauthorized disclosure or use of the Information.
Receiving Party Obligations. The Receiving Party shall:
Receiving Party Obligations. The Receiving Party agrees:
Receiving Party Obligations. 3.1 The Receiving Party shall: (a) protect and safeguard the confidentiality of the Confidential Information using at least the same degree of care it uses to protect and safeguard its own non- public, confidential or proprietary information, but in no event less than a reasonable degree of care; (b) not use the Confidential Information, or permit it to be accessed or used, for any purpose other than for the Evaluation; (c) not disclose the Confidential Information to any person or entity, except to the Receiving Party’s Representatives who (i) need to know the Confidential Information for the Evaluation, (ii) are informed by the Receiving Party of the confidential nature of the Confidential Information, and (iii) are subject to confidentiality obligations to the Receiving Party that are at least as protective of the Confidential Information as those contained in this Agreement; and (d) be responsible for any breach of this Agreement caused by any of its Representatives.
Receiving Party Obligations. 2.1. The Receiving Party will have access to Delivering Party Services and systems that were not originally intended to be accessed by an independent third party. While Delivering Party shall endeavour to limit access privileges and quarantine Delivering Party Confidential Information, it is possible that Receiving Party may have unauthorized access to Delivering Party Confidential Information. Receiving Party shall act in good faith and shall not proactively search for or intentionally attempt to obtain Delivering Party Confidential Information.
Receiving Party Obligations. The Receiving Party shall, and shall cause its officers, employees, agents, attorneys, consultants, advisors and other representatives to:
Receiving Party Obligations. Each Party acknowledges that it may be provided or otherwise gain access to the other Party’s Confidential Information. Except as provided in Subsections 1.2 or 1.3, with respect to the other Party’s Confidential Information, each Party will:
Receiving Party Obligations. The Receiving Party shall: keep the Confidential Information secret; take appropriate measures to protect Confidential Information against its disclosure and unlawful use by unauthorized third parties, not compile any copies of the provided documents containing Confidential Information, use the Confidential Information solely to execute the Main Agreement. The Receiving Party may disclose Confidential Information to a third party only with the prior written consent of the Disclosing Party and under the conditions specified by the Disclosing Party. The Receiving Party declares that this agreement does not result in the transfer of any right to Confidential Information to the Receiving Party. Confidential Information is the exclusive property of the Disclosing Party.
Receiving Party Obligations. Receiving Party will maintain in strict confidence any such Proprietary Information and will not disclose, release, provide access to, distribute, sell, market or publish in any manner, to any third party such Proprietary Information of Disclosing Party, unless pre-approved in writing by Disclosing Party or compelled by order of a court or regulatory body of competent jurisdiction. In the event that Receiving Party is required to make such disclosure, Receiving Party will notify Disclosing Party promptly, but in no event less than thirty days prior to such disclosure, and shall allow Disclosing Party to take any and all reasonable and necessary actions to protect such Proprietary Information from disclosure. Receiving Party will limit access to the Proprietary Information only to those employees and representatives of the Receiving Party and its affiliates having a specific “need to know” in order to evaluate and use it for the limited purpose noted above. Receiving Party will advise each permitted user regarding the nature, existence and importance of the provisions of this Agreement prior to granting them access to Proprietary Information, and Receiving Party will be responsible for any breaches of this Agreement by such permitted users. Receiving Party will return to Disclosing Party, and/or certify proper destruction of, all Proprietary Information of Disclosing Party, including material samples and documentation supplied hereunder, and all copies and versions thereof, whether or not created by Disclosing Party, promptly upon written request by Disclosing Party. Receiving Party will adhere to all applicable laws, regulations and rules relating to the export of goods, information and technical data, and shall not export or re-export any goods received from Disclosing Party, any information or technical data, or the direct product of such technical data except in strict compliance with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR). Goods, information and technical data that are controlled by ITAR shall not be released to foreign nationals, including employees, companies or other entities, whether within or outside of the United States, unless the Receiving Party shall first obtain both the written consent of Disclosing Party and the appropriate license or other advance approval from the U.S. Government. Receiving Party’s obligation to adhere to ITAR shall survive the expiration or termination...
Receiving Party Obligations. The Receiving Party hereby agrees that at all times, it shall (i) maintain the confidential nature of any and all Confidential Information disclosed to it pursuant this NDA including the existence of this NDA; (ii) use such Confidential Information solely to accomplish the purpose set forth in Section 1 hereto; (iii) use reasonable efforts and diligence to safeguard such Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft; (iv) use at least the same degree of care, but no less than a reasonable degree of care, to safeguard and protect from disclosure such Confidential Information as it uses with its own Confidential Information that it does not wish to disclose; (v) not disclose to others, or permit any person or entity under its control to use or disclose to others, such Confidential Information, except as expressly permitted by this NDA, or as may otherwise be expressly authorized by the Disclosing Party in writing; (vi) provide immediate written notice to the Disclosing Party in the event it discovers a loss or unauthorized disclosure of such Confidential Information; (v) not copy or otherwise reproduce, or permit the foregoing, in whole or in part, of any of the Disclosing Party’s Confidential Information; (vi) not attempt to or allow another to reverse-engineer any portion of the Disclosing Party’s Confidential Information; and (vii) not use the Confidential Information or information obtained therefrom in any manner to the Disclosing Party’s detriment.
