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:
(a) use its best efforts to protect and safeguard the confidentiality of all such Confidential Information;
(b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose;
(c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Representatives who:
(i) need to know the Confidential Information to assist the Receiving Party, or act on its behalf, in relation to the Purpose;
(ii) are informed by the Receiving Party of the confidential nature of the Confidential Information; and
(iii) are subject to confidentiality duties or obligations to the Receiving Party that are no less restrictive than the terms and conditions of this Agreement;
(d) immediately notify the Disclosing Party of any unauthorized disclosure of Confidential Information or other breaches of this Agreement by the Receiving Party or its Representatives of which the Receiving Party has knowledge;
(e) fully cooperate with the Disclosing Party in any effort undertaken by the Disclosing Party to enforce its rights related to any such unauthorized disclosure; and
(f) be responsible for any breach of this Agreement caused by any of its Representatives.
Receiving Party Obligations. The Receiving Party shall:
11.2.1. protect and safeguard the confidentiality 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;
11.2.2. not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and
11.2.3. not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s employees, agents, or representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement and who are bound by written obligations of confidentiality and restrictions on use that cover such Confidential Information and are at least as stringent as those set forth in this Agreement.
Receiving Party Obligations. The Receiving Party shall:
(a) protect and safeguard the confidentiality 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;
(b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement;
(c) not disclose any such Confidential Information to any Person, except to the Receiving Party’s its Affiliates’ employees, agents or representatives who need to know the Confidential Information to assist the Receiving Party (or its Affiliates), or act on its behalf, to exercise its rights or perform its obligations under this Agreement and who are bound by written obligations of confidentiality and restrictions on use that cover such Confidential Information and are at least as stringent as those set forth in this Agreement; and
(d) immediately notify the Disclosing Party upon discovery of an unauthorized disclosure or use of such Confidential Information, cooperate with the Disclosing Party to retrieve such Confidential Information, and take reasonable steps to prevent any further unauthorized disclosure or use of such Confidential Information.
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.
2.2. The Receiving Party shall provide and maintain adequate Security for the use of and access to the systems the Delivering Party provides to the Receiving Party for the Services. Such Security shall be commensurate with the Security in place immediately prior to the date hereof for access to such systems. Receiving Party shall maintain existing access control security standards for limiting access by the Receiving Party to the Delivering Party’s systems to access Receiving Party information. Existing Receiving Party access privileges to Receiving Party Confidential Information shall be maintained and new access privileges shall only be granted to the extent that the access privilege is required. Additional access controls or security standards beyond those contemplated in Schedule 1 may be agreed between the parties in accordance with the Change Request process set out in Clause 8.
2.3. Receiving Party shall Notify Delivering Party as soon as reasonably practicable and in any event within 72 hours of suspicion of a Security Breach or Security Intrusion of the Delivering Party Confidential Information or systems as a result of Receiving Party personnel.
2.4. Receiving Party shall Notify Delivering Party as soon as reasonably practicable and in any event within 24 hours of suspicion of a Security Breach or Security Intrusion of the Delivering Party Confidential Information or systems as a result of a third party.
2.5. In the event of a Security Breach or Security Incident as a result of Receiving Party personnel, Receiving Party shall as soon as reasonably practicable return or destroy Delivering Party’s Confidential Information at the Delivering Party’s sole discretion.
2.6. Receiving Party shall at all times comply with Clause 18 as a Data Controller and shall implement all steps necessary to ensure Delivering Party can provide the Services in compliance with Data Protection Laws.
Receiving Party Obligations. The Receiving Party agrees:
a) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its Representatives who have a "need to know", who have been apprised of this restriction and who are themselves bound by non-disclosure obligations at least as restrictive as those set forth in this Section;
b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of Customer, to make use of the Services, Project Software and Project; and
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.
Receiving Party Obligations. The Receiving Party shall, and shall cause its officers, employees, agents, attorneys, consultants, advisors and other representatives to:
(a) Process any Personal Data contained within the Transferred Data in accordance with Data Protection Law and solely for the purposes disclosed and purposes compatible under applicable Data Protection Law with the purposes disclosed to the relevant Data Subjects from time to time or as otherwise permitted by applicable Data Protection Law;
(b) implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purpose of processing and promptly notify the Disclosing Party if any Personal Data is subject to any unauthorized or unlawful access, loss, destruction or damage; and
(c) not further disclose the Personal Data to any Third Party (including, for clarity, any subcontractors) in a manner incompatible with the fair processing information provided to the relevant Data Subjects.
Receiving Party Obligations. The Receiving Party shall: (a) protect and safeguard the confidentiality of 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 Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, or otherwise in any manner to the Disclosing Party’s detriment, including without limitation, to manufacture, sell, use or have made products using the Confidential Information, except as otherwise agreed by the Parties in writing.
Receiving Party Obligations. Each Receiving Party shall fully cooperate with the Service Providers and Third Party Service Providers with respect to the provision of Transition Services. Without limiting the foregoing, as necessary to enable the provision of Transition Services by the Service Providers and the Third Party Service Providers, the Receiving Parties shall: (a) adhere in all material respects to the policies of the Service Providers with respect to the protection of proprietary information and other policies regarding the use of information technology resources, to the extent relevant to the Transition Services provided; (b) provide timely responses to any information requested by the Service Providers or the Third Party Service Providers; and (c) provide access to the facilities and assets of the Receiving Parties as requested by the Service Providers or Third Party Service Providers. The Receiving Parties shall promptly notify Sellers or Purchaser, as the case may be, of any problems or failures with respect to the Transition Services, or any breach or default by any Service Provider or Third Party Service Provider under this Agreement, which notice shall describe the foregoing in reasonable detail, and the Receiving Parties shall cooperate with the Service Providers and the Third Party Service Providers to correct the foregoing. The Service Providers and the Third Party Service Providers shall be entitled to rely on any instructions or other information provided by the Receiving Parties, and the Service Providers shall not be in breach of or in default under this Agreement as a result of any such reliance; provided that no such instructions shall expand the obligations of the Service Providers hereunder. The Service Providers shall be excused from their obligation to perform or cause to be performed a Transition Service if and to the extent that (i) such failure to perform or cause to be performed such Transition Service was due to the Receiving Party’s failure to perform its responsibilities under this Section 2.13 and (ii) the Service Providers use commercially reasonable efforts to perform or cause to be performed such Transition Service notwithstanding Receiving Party’s failure, if practicable.
