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.
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Samples: Confidentiality Agreement, Confidentiality Agreement
Receiving Party Obligations. 3.1 The Receiving Party shall:
: (a) use its best efforts to protect and safeguard the confidentiality of all such the Confidential Information;
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 Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than for the Purpose;
Evaluation; (c) not disclose any such the Confidential Information to any person or entity, except to the Receiving Party’s Representatives who:
who (i) need to know the Confidential Information to assist for the Receiving PartyEvaluation, 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
, and (iii) are subject to confidentiality duties or obligations to the Receiving Party that are no less restrictive than at least as protective of the terms and conditions of Confidential Information as those contained in this Agreement;
; and (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.
3.2 Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to the extent such disclosure is required by a court or governmental body, or by applicable law; provided that the Receiving Party provides (a) prior written notice of such required disclosure to the Disclosing Party so that the Disclosing Party may seek, at its own expense, a protective order or other limitation on disclosure or remedy, and (b) reasonable assistance, at the Disclosing Party’s expense, in opposing such disclosure or in seeking such a protective order, or other limitation or remedy.
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Receiving Party Obligations. The Receiving Except as set forth in the remaining provisions of this Paragraph 9, each Party, as the receiving Party shallof the other Party's Confidential Information, will:
(a) use its best efforts to i. protect and safeguard the confidentiality of all such 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) ii. not use the Disclosing disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to perform its obligations under this Agreement, or otherwise in any manner to the PurposeDisclosing Party's detriment;
(c) iii. not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Representatives who:
such persons who (iA) need to know the Confidential Information to assist the Receiving receiving Party, or act on its behalf, in relation to the Purpose;
its rights and/or obligations under this Agreement; (iiB) are informed by the Receiving receiving Party of the confidential nature of the Confidential Information; and
and (iiiC) are subject to confidentiality duties or obligations to the Receiving 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) and iv. be responsible for any breach of this Agreement caused by any of its Representativesthird parties to whom the Confidential Information is provided.
Appears in 1 contract
Samples: Cloud and Support Agreement
Receiving Party Obligations. The Each Party acknowledges that it may gain access to or become familiar with the other Party’s Confidential Information. Each Party, as the Receiving Party of the other Party’s Confidential Information, shall:
: (a) use its best efforts to protect and safeguard the confidentiality of all such 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 ’s Confidential Information, or permit it to be accessed or used, for any purpose other than to perform its obligations under this Agreement, or otherwise in any manner to the Purpose;
Disclosing Party’s detriment; (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Representatives who:
who (i) need to know the Confidential Information to assist the Receiving Party, or act on its behalf, in relation to the Purpose;
exercise its rights or perform its obligations under this Agreement; (ii) are informed by the Receiving Party of the confidential nature of the Confidential Information; and
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;
; and (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 Section 8 caused by any of its Representatives.
Appears in 1 contract
Receiving Party Obligations. The Receiving Each Party acknowledges that it may gain access to or become familiar with the other Party’s Confidential Information. Except as set out in Section 6, each Party, as the receiving Party of the other Party’s Confidential Information, shall:
(a) use its best efforts to protect and safeguard the confidentiality of all such 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 disclosing Party's ’s Confidential Information, or permit it to be accessed or used, for any purpose other than the Purposeto perform its obligations under this Agreement, or otherwise in any manner to disclosing Party’s detriment;
(c) not disclose any such Confidential Information to any person or entity, except to the Receiving receiving Party’s Representatives who:
who (i) need to know the Confidential Information to assist the Receiving receiving Party, or act on its behalf, in relation to the Purpose;
exercise its rights or perform its obligations under this Agreement; (ii) are informed by the Receiving receiving Party of the confidential nature of the Confidential Information; and
and (iii) are subject to confidentiality duties or obligations to the Receiving 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
(fd) be responsible for any breach of this Agreement Section 6 caused by any of its Representatives.
Appears in 1 contract
Samples: Master Services Agreement