Common use of Receiving Party's Duties Clause in Contracts

Receiving Party's Duties. Receiving Party acknowledges that its access to and use of the digital data room and all Confidential Information contained therein is provided to Receiving Party solely in its capacity as a potential respondent to the RFO. Receiving Party shall access and use such Confidential Information solely for the purpose of preparing its response to the RFO, and shall not use such Confidential Information, directly or indirectly, for any other purpose. During the term of this NDA and at all times thereafter, Receiving Party shall not disclose, and shall maintain the confidentiality of, all Confidential Information. Receiving Party shall use at least the same degree of care to safeguard and to prevent disclosing to third parties Confidential Information as Receiving Party employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss, or alteration of Receiving Party’s information of a similar nature, but not less than reasonable care. Receiving Party shall not use or make any copies of Confidential Information except as contemplated by this NDA, and shall not sell, assign, alter, transfer, lease, or otherwise dispose of Confidential Information to third parties or commercially exploit such information. Receiving Party shall not access, use, or transmit Confidential Information outside the continental United States. Receiving Party shall not be considered to have breached its obligations under this NDA for disclosing Confidential Information as required to satisfy any law, including the Texas Public Information Act (Chapter 552 of the Government Code), or other legal, accounting, or regulatory requirement of a competent government body, provided that, promptly upon receiving any such request and to the extent that it may legally do so, Receiving Party advises DIR of the Confidential Information to be disclosed and the identity of the third party requiring such disclosure prior to making such disclosure in order that DIR may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. Receiving Party shall, at its own costs, (i) promptly (but no later than three business days) notify DIR of any known possession, use, knowledge, disclosure, or loss of Confidential Information in contravention of this NDA; (ii) subject to any legal duty or obligation, including Receiving Party’s duties under the Texas Public Information Act, reasonably cooperate with DIR in any investigation or litigation deemed necessary by DIR to protect its rights to Confidential Information; and (iii) promptly use commercially reasonable efforts to prevent further possession, use, knowledge, disclosure, or loss of Confidential Information in contravention of this NDA. Receiving Party shall require all its employees, contractors, agents, consultants, and other personnel to whom it allows access to Confidential Information (collectively, “Receiving Party Personnel”) to be bound by the terms of this NDA to the same extent as if Receiving Party Personnel were parties hereto, and Receiving Party shall be responsible for any breach of this NDA by any Receiving Party Personnel. Receiving Party acknowledges that its failure to comply with any obligation under this NDA, including its unauthorized disclosure of Confidential Information, will result in immediate, irreparable harm for which monetary compensation will be inadequate, and DIR will be entitled to immediate injunctive relief in addition to any other remedies available at law or in equity.

Receiving Party's Duties. Receiving Party acknowledges that its access to and use of the digital data room and all Confidential Information contained therein is provided to Receiving Party solely in its capacity as a potential respondent to the RFO. Receiving Party shall access and use such Confidential Information solely for the purpose of preparing its response to the RFO, and shall not use such Confidential Information, directly or indirectly, for any other purpose. During the term of this NDA and at all times thereafter, Receiving Party shall not disclose, and shall maintain the confidentiality of, all Confidential Information. Receiving Party shall use at least the same degree of care to safeguard and to prevent disclosing to third parties Confidential Information as Receiving Party employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss, or alteration of Receiving Party’s information of a similar nature, but not less than reasonable care. Receiving Party shall not use or make any copies of Confidential Information except as contemplated by this NDA, and shall not sell, assign, alter, transfer, lease, or otherwise dispose of Confidential Information to third parties or commercially exploit such information. Receiving Party party shall not access, use, or transmit Confidential Information outside the continental United States. Receiving Party shall not be considered to have breached its obligations under this NDA for disclosing Confidential Information as required to satisfy any law, including the Texas Public Information Act (Chapter 552 of the Government Code), or other legal, accounting, or regulatory requirement of a competent government body, provided that, promptly upon receiving any such request and to the extent that it may legally do so, Receiving Party advises DIR of the Confidential Information to be disclosed and the identity of the third party requiring such disclosure prior to making such disclosure in order that DIR may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. Receiving Party shall, at its own costs, shall (i) promptly (but no later than three business days) notify DIR of any known possession, use, knowledge, disclosure, or loss of Confidential Information in contravention of this NDA; , (ii) subject to any legal duty or obligation, including Receiving Party’s duties under the Texas Public Information Act, reasonably cooperate with DIR in any investigation or litigation deemed necessary by DIR to protect its rights to Confidential Information; Information and (iii) promptly use commercially reasonable efforts to prevent further possession, use, knowledge, disclosure, or loss of Confidential Information in contravention of this NDA. Receiving Party shall bear its own costs in complying with this subsection. Receiving Party shall require all its employees, contractors, agents, consultants, and other personnel to whom it allows access to Confidential Information (collectively, “Receiving Party Personnel”) to be bound by the terms of this NDA to the same extent as if Receiving Party Personnel were parties hereto, and Receiving Party shall be responsible for any breach of this NDA by any Receiving Party Personnel. Receiving Party acknowledges that its failure to comply with any obligation under this NDA, including its unauthorized disclosure of Confidential Information, will result in immediate, irreparable harm for which monetary compensation will be inadequate, and DIR will be entitled to immediate injunctive relief in addition to any other remedies available at law or in equity.

Receiving Party's Duties. Receiving Party acknowledges that its access to and use of the digital data room and all Confidential Information contained therein is provided to Receiving Party solely in its capacity as a potential respondent to the RFO. Receiving Party shall access and use such Confidential Information solely for the purpose of preparing its response to the RFO, and shall not use such Confidential Information, directly or indirectly, for any other purpose. a. During the term of this NDA and at all times thereafter, Receiving Party shall not disclose, and shall maintain the confidentiality of, all Confidential Information. Receiving Party shall use at least the same degree of care to safeguard and to prevent disclosing to third parties Confidential Information as Receiving Party it employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss, or alteration of Receiving Party’s its own information (or information of its customers) of a similar nature, but not less than reasonable care. Receiving Party may disclose Confidential Information to its employees as and to the extent such disclosure is necessary for the performance of such person's or entity's obligations or otherwise naturally occurs in such person's or entity's scope of responsibility. Receiving Party assumes full responsibility for the acts or omissions of such person or entity and must take all reasonable measures to ensure that Confidential Information is not disclosed or used in contravention of this NDA. b. Receiving Party shall not (i) make any use or make any copies of Confidential Information except as contemplated by this NDA, and shall not (ii) acquire any right in or assert any lien against Confidential Information, (iii) sell, assign, alter, transfer, lease, or otherwise dispose of Confidential Information to third parties or commercially exploit such information. Receiving Party shall not access, use, including through Derivative Works or transmit (iv) refuse for any reason to promptly provide Confidential Information outside the continental United States. (including copies thereof) to Service Provider if requested to do so. c. Receiving Party shall not be considered to have breached its obligations under this NDA for disclosing Confidential Information as required to satisfy any law, including the Texas Public Information Act (Chapter 552 of the Government Code), or other legal, accounting, or regulatory requirement of a competent government body, provided that, promptly upon receiving any such request and to the extent that it may legally do so, Receiving Party advises DIR Service Provider of the Confidential Information to be disclosed and the identity of the third party requiring such disclosure prior to making such disclosure in order that DIR Service Provider may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. . d. Receiving Party shall, at its own costs, shall (i) promptly (but no later than three business days) notify DIR Service Provider of any known possession, use, knowledge, disclosure, disclosure or loss of Confidential Information in contravention of this NDA; , (ii) subject promptly furnish to any legal duty Service Provider all known details and assist Service Provider in investigating and/or preventing the reoccurrence of such possession, use, knowledge, disclosure or obligationloss, including Receiving Party’s duties under the Texas Public Information Act, (iii) reasonably cooperate with DIR Service Provider in any investigation or litigation deemed necessary by DIR Service Provider to protect its rights to or under Confidential Information; Information and (iiiiv) promptly use commercially reasonable efforts to prevent further possession, use, knowledge, disclosure, or loss of Confidential Information in contravention of this NDA. Receiving Party shall require all bear its employees, contractors, agents, consultants, and other personnel to whom it allows access to Confidential Information (collectively, “Receiving Party Personnel”) to be bound by the terms of own costs in complying with this NDA to the same extent as if Receiving Party Personnel were parties hereto, and Receiving Party shall be responsible for any breach of this NDA by any Receiving Party Personnel. Receiving Party acknowledges that its failure to comply with any obligation under this NDA, including its unauthorized disclosure of Confidential Information, will result in immediate, irreparable harm for which monetary compensation will be inadequate, and DIR will be entitled to immediate injunctive relief in addition to any other remedies available at law or in equitysubsection.

Receiving Party's Duties. Receiving Party acknowledges that its access to and use of the digital data room and all Confidential Information contained therein is provided to Receiving Party solely in its capacity as a potential respondent to the RFO. Receiving Party shall access and use such Confidential Information solely for the purpose of preparing its response to the RFO, and shall not use such Confidential Information, directly or indirectly, for any other purpose. During the term of this NDA and at all times thereafter, Receiving Party shall not disclose, and shall maintain the confidentiality of, all Confidential Information. Receiving Party shall use at least the same degree of care to safeguard and to prevent disclosing to third parties Confidential Information as Receiving Party he or she employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss, or alteration of Receiving Party’s his or her information of a similar nature, but not less than reasonable care. Receiving Party shall not use or make any copies of Confidential Information except as contemplated by this NDA, and shall not sell, assign, alter, transfer, lease, or otherwise dispose of Confidential Information to third parties or commercially exploit such information. Receiving Party shall not access, use, or transmit Confidential Information outside the continental United States. Receiving Party shall not be considered to have breached its obligations under this NDA for disclosing Confidential Information as required to satisfy any law, including the Texas Public Information Act (Chapter 552 of the Government Code), or other legal, accounting, or regulatory requirement of a competent government body, provided that, promptly upon receiving any such request and to the extent that it may legally do so, Receiving Party advises DIR of the Confidential Information to be disclosed and the identity of the third party requiring such disclosure prior to making such disclosure in order that DIR may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. Receiving Party shall, at its own costs, shall (i) promptly (but no later than three business days) notify DIR of any known possession, use, knowledge, disclosure, disclosure or loss of Confidential Information in contravention of this NDA; , (ii) subject to any legal duty or obligation, including Receiving Party’s duties under the Texas Public Information Act, reasonably cooperate with DIR in any investigation or litigation deemed necessary by DIR to protect its rights to or under Confidential Information; Information and (iiiiv) promptly use commercially reasonable efforts to prevent further possession, use, knowledge, disclosure, or loss of Confidential Information in contravention of this NDA. Receiving Party shall require all bear its employees, contractors, agents, consultants, and other personnel to whom it allows access to Confidential Information (collectively, “Receiving Party Personnel”) to be bound by the terms of own costs in complying with this NDA to the same extent as if Receiving Party Personnel were parties hereto, and Receiving Party shall be responsible for any breach of this NDA by any Receiving Party Personnel. Receiving Party acknowledges that its failure to comply with any obligation under this NDA, including its unauthorized disclosure of Confidential Information, will result in immediate, irreparable harm for which monetary compensation will be inadequate, and DIR will be entitled to immediate injunctive relief in addition to any other remedies available at law or in equitysubsection.

Receiving Party's Duties. Receiving Party acknowledges that its access to and use of the digital data room and all Confidential Information contained therein is provided to Receiving Party solely in its capacity as a potential respondent to the RFO. Receiving Party shall access and use such Confidential Information solely for the purpose of preparing its response to the RFO, and shall not use such Confidential Information, directly or indirectly, for any other purpose. a. During the term of this NDA and at all times thereafter, Receiving Party shall not disclose, and shall maintain the confidentiality of, all Confidential Information. Receiving Party shall use at least the same degree of care to safeguard and to prevent disclosing to third parties Confidential Information as Receiving Party it employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss, or alteration of Receiving Party’s its own information (or information of its customers) of a similar nature, but not less than reasonable care. Receiving Party may disclose Confidential Information to its employees as and to the extent such disclosure is necessary for the performance of such person's or entity's obligations or otherwise naturally occurs in such person's or entity's scope of responsibility. Receiving Party assumes full responsibility for the acts or omissions of such person or entity and must take all reasonable measures to ensure that Confidential Information is not disclosed or used in contravention of this NDA. b. Receiving Party shall not (i) make any use or make any copies of Confidential Information except as contemplated by this Xxxxx.xxx NDA, and shall not (ii) acquire any right in or assert any lien against Confidential Information, (iii) sell, assign, alter, transfer, lease, or otherwise dispose of Confidential Information to third parties or commercially exploit such information. Receiving Party shall not access, use, including through Derivative Works or transmit (iv) refuse for any reason to promptly provide Confidential Information outside the continental United States. (including copies thereof) to Successful Respondent if requested to do so. c. Receiving Party shall not be considered to have breached its obligations under this NDA for disclosing Confidential Information as required to satisfy any law, including the Texas Public Information Act (Chapter 552 of the Government Code), or other legal, accounting, or regulatory requirement of a competent government body, provided that, promptly upon receiving any such request and to the extent that it may legally do so, Receiving Party advises DIR Successful Respondent of the Confidential Information to be disclosed and the identity of the third party requiring such disclosure prior to making such disclosure in order that DIR Successful Respondent may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. . d. Receiving Party shall, at its own costs, shall (i) promptly (but no later than three business days) notify DIR Successful Respondent of any known possession, use, knowledge, disclosure, disclosure or loss of Confidential Information in contravention of this NDA; , (ii) subject promptly furnish to any legal duty Successful Respondent all known details and assist Successful Respondent in investigating and/or preventing the reoccurrence of such possession, use, knowledge, disclosure or obligationloss, including Receiving Party’s duties under the Texas Public Information Act, (iii) reasonably cooperate with DIR Successful Respondent in any investigation or litigation deemed necessary by DIR Successful Respondent to protect its rights to or under Confidential Information; Information and (iiiiv) promptly use commercially reasonable efforts to prevent further possession, use, knowledge, disclosure, or loss of Confidential Information in contravention of this NDA. Receiving Party shall require all bear its employees, contractors, agents, consultants, and other personnel to whom it allows access to Confidential Information (collectively, “Receiving Party Personnel”) to be bound by the terms of own costs in complying with this NDA to the same extent as if Receiving Party Personnel were parties hereto, and Receiving Party shall be responsible for any breach of this NDA by any Receiving Party Personnel. Receiving Party acknowledges that its failure to comply with any obligation under this NDA, including its unauthorized disclosure of Confidential Information, will result in immediate, irreparable harm for which monetary compensation will be inadequate, and DIR will be entitled to immediate injunctive relief in addition to any other remedies available at law or in equitysubsection.

Receiving Party's Duties. Receiving Party acknowledges that its access to and use of the digital data room and all Confidential Information contained therein is provided to Receiving Party solely in its capacity as a potential respondent to the RFO. Receiving Party shall access and use such Confidential Information solely for the purpose of preparing its response to the RFO, and shall not use such Confidential Information, directly or indirectly, for any other purpose. a. During the term of this NDA and at all times thereafter, Receiving Party shall not disclose, and shall maintain the confidentiality of, all Confidential Information. Receiving Party shall use at least the same degree of care to safeguard and to prevent disclosing to third parties Confidential Information as Receiving Party it employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss, or alteration of Receiving Party’s its own information (or information of its customers) of a similar nature, but not less than reasonable care. Receiving Party may disclose Confidential Information to its employees as and to the extent such disclosure is necessary for the performance of such person's or entity's obligations or otherwise naturally occurs in such person's or entity's scope of responsibility. Receiving Party assumes full responsibility for the acts or omissions of such person or entity and must take all reasonable measures to ensure that Confidential Information is not disclosed or used in contravention of this NDA. b. Receiving Party shall not (i) make any use or make any copies of Confidential Information except as contemplated by this Xxxxx.xxx Payment Services NDA, and shall not (ii) acquire any right in or assert any lien against Confidential Information, (iii) sell, assign, alter, transfer, lease, or otherwise dispose of Confidential Information to third parties or commercially exploit such information. Receiving Party shall not access, use, including through Derivative Works or transmit (iv) refuse for any reason to promptly provide Confidential Information outside the continental United States. (including copies thereof) to Successful Respondent if requested to do so. c. Receiving Party shall not be considered to have breached its obligations under this NDA for disclosing Confidential Information as required to satisfy any law, including the Texas Public Information Act (Chapter 552 of the Government Code), or other legal, accounting, or regulatory requirement of a competent government body, provided that, promptly upon receiving any such request and to the extent that it may legally do so, Receiving Party advises DIR Successful Respondent of the Confidential Information to be disclosed and the identity of the third party requiring such disclosure prior to making such disclosure in order that DIR Successful Respondent may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. . d. Receiving Party shall, at its own costs, shall (i) promptly (but no later than three business days) notify DIR Successful Respondent of any known possession, use, knowledge, disclosure, disclosure or loss of Confidential Information in contravention of this NDA; , (ii) subject promptly furnish to any legal duty Successful Respondent all known details and assist Successful Respondent in investigating and/or preventing the reoccurrence of such possession, use, knowledge, disclosure or obligationloss, including Receiving Party’s duties under the Texas Public Information Act, (iii) reasonably cooperate with DIR Successful Respondent in any investigation or litigation deemed necessary by DIR Successful Respondent to protect its rights to or under Confidential Information; Information and (iiiiv) promptly use commercially reasonable efforts to prevent further possession, use, knowledge, disclosure, or loss of Confidential Information in contravention of this NDA. Receiving Party shall require all bear its employees, contractors, agents, consultants, and other personnel to whom it allows access to Confidential Information (collectively, “Receiving Party Personnel”) to be bound by the terms of own costs in complying with this NDA to the same extent as if Receiving Party Personnel were parties hereto, and Receiving Party shall be responsible for any breach of this NDA by any Receiving Party Personnel. Receiving Party acknowledges that its failure to comply with any obligation under this NDA, including its unauthorized disclosure of Confidential Information, will result in immediate, irreparable harm for which monetary compensation will be inadequate, and DIR will be entitled to immediate injunctive relief in addition to any other remedies available at law or in equitysubsection.

Receiving Party's Duties. Receiving Party acknowledges that its access to and use of the digital data room and all Confidential Information contained therein is provided to Receiving Party solely in its capacity as a potential respondent to the RFO. Receiving Party shall access and use such Confidential Information solely for the purpose of preparing its response to the RFO, and shall not use such Confidential Information, directly or indirectly, for any other purpose. a. During the term of this NDA and at all times thereafter, Receiving Party shall not disclose, and shall maintain the confidentiality of, all Confidential Information. Receiving Party shall use at least the same degree of care to safeguard and to prevent disclosing to third parties Confidential Information as Receiving Party it employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss, or alteration of Receiving Party’s its own information (or information of its customers) of a similar nature, but not less than reasonable care. Receiving Party may disclose Confidential Information to its employees as and to the extent such disclosure is necessary for the performance of such person's or entity's obligations or otherwise naturally occurs in such person's or entity's scope of responsibility. Receiving Party assumes full responsibility for the acts or omissions of such person or entity and must take all reasonable measures to ensure that Confidential Information is not disclosed or used in contravention of this NDA. b. Receiving Party shall not (i) make any use or make any copies of Confidential Information except as contemplated by this NDA, and shall not (ii) acquire any right in or assert any lien against Confidential Information, (iii) sell, assign, alter, transfer, lease, or otherwise dispose of Confidential Information to third parties or commercially exploit such information. Receiving Party shall not access, useincluding through Derivative Works, or transmit (iv) refuse for any reason to promptly provide Confidential Information outside the continental United States. (including copies thereof) to Service Provider if requested to do so. c. Receiving Party shall not be considered to have breached its obligations under this NDA for disclosing Confidential Information as required to satisfy any law, including the Texas Public Information Act (Chapter 552 of the Government Code), or other legal, accounting, or regulatory requirement of a competent government body, provided that, promptly upon receiving any such request and to the extent that it may legally do so, Receiving Party advises DIR Service Provider of the Confidential Information to be disclosed and the identity of the third party requiring such disclosure prior to making such disclosure in order that DIR Service Provider may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. . d. Receiving Party shall, at its own costs, shall (i) promptly (but no later than three business days) notify DIR Service Provider of any known possession, use, knowledge, disclosure, or loss of Confidential Information in contravention of this NDA; (ii) subject promptly furnish to any legal duty Service Provider all known details and assist Service Provider in investigating and/or preventing the reoccurrence of such possession, use, knowledge, disclosure, or obligation, including Receiving Party’s duties under the Texas Public Information Act, loss; (iii) reasonably cooperate with DIR Service Provider in any investigation or litigation deemed necessary by DIR Service Provider to protect its rights to or under Confidential Information; and (iiiiv) promptly use commercially reasonable efforts to prevent further possession, use, knowledge, disclosure, or loss of Confidential Information in contravention of this NDA. Receiving Party shall require all bear its employees, contractors, agents, consultants, and other personnel to whom it allows access to Confidential Information (collectively, “Receiving Party Personnel”) to be bound by the terms of own costs in complying with this NDA to the same extent as if Receiving Party Personnel were parties hereto, and Receiving Party shall be responsible for any breach of this NDA by any Receiving Party Personnel. Receiving Party acknowledges that its failure to comply with any obligation under this NDA, including its unauthorized disclosure of Confidential Information, will result in immediate, irreparable harm for which monetary compensation will be inadequate, and DIR will be entitled to immediate injunctive relief in addition to any other remedies available at law or in equitysubsection.

Receiving Party's Duties. Receiving Party acknowledges that its access to and use of the digital data room and all Confidential Information contained therein is provided to Receiving Party solely in its capacity as a potential respondent to the RFO. Receiving Party shall access and use such Confidential Information solely for the purpose of preparing its response to the RFO, and shall not use such Confidential Information, directly or indirectly, for any other purpose. 2.1 During the term of this NDA and at all times thereafter, Receiving Party shall not disclose, and shall maintain the confidentiality of, all Confidential Information. Receiving Party shall use at least the same degree of care to safeguard and to prevent disclosing to third parties Confidential Information as Receiving Party it employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss, or alteration of Receiving Party’s its own information (or information of its customers) of a similar nature, but not less than reasonable care. Receiving Party may disclose Confidential Information to its employees as and to the extent such disclosure is necessary for the performance of such person’s obligations in connection with the Purpose on the condition that, prior to such disclosure, such employees have signed an agreement with Receiving Party with confidentiality provisions substantially equivalent to those set forth herein that are applicable to the Confidential Information or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. Receiving Party and CoreLogic jointly and severally assume full responsibility for the acts or omissions of such persons and must take all reasonable measures to ensure that Confidential CORELOGIC AND DELL CONFIDENTIAL Annex Page 13 Information is not disclosed or used in contravention of this NDA; provided, that CoreLogic’s liability shall be limited in accordance with Article 18 of the MSA. 2.2 Receiving Party shall not (i) make any use or make any copies of Confidential Information except as contemplated by this NDA, NDA and shall not required for the Purpose; (ii) acquire any right in or assert any lien against Confidential Information; (iii) sell, assign, alter, transfer, lease, or otherwise dispose of Confidential Information to third parties or commercially exploit such information. Receiving Party shall not access, use, including through derivative works; or transmit (iv) refuse for any reason to promptly provide Confidential Information outside the continental United States. (including copies thereof) to Disclosing Party if requested to do so. 2.3 Receiving Party shall not be considered to have breached its obligations under this NDA for disclosing Confidential Information as required to satisfy any law, including the Texas Public Information Act (Chapter 552 of the Government Code), or other legal, accounting, or regulatory requirement of a competent government body, provided that, (i) promptly upon receiving any such request and to the extent that it may legally do so, Receiving Party advises DIR Disclosing Party of the Confidential Information to be disclosed and the identity of the third party requiring such disclosure prior to making such disclosure in order that DIR Disclosing Party may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. , (ii) Receiving Party discloses only such Confidential Information as is required by the governmental entity, and (iii) Receiving Party uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. 2.4 Receiving Party shall, at its own costs, : (i) promptly (but no later than three business days) notify DIR Disclosing Party of any known possession, use, knowledge, disclosure, or loss of Confidential Information in contravention of this NDA; (ii) subject promptly furnish to any legal duty Disclosing Party all known details and assist Disclosing Party in investigating and/or preventing the reoccurrence of such possession, use, knowledge, disclosure, or obligation, including Receiving Party’s duties under the Texas Public Information Act, loss; (iii) reasonably cooperate with DIR Disclosing Party in any investigation or litigation deemed necessary by DIR Disclosing Party to protect its rights to Confidential Informationrights; and (iiiiv) promptly use commercially reasonable efforts to prevent further possession, use, knowledge, disclosure, or loss of Confidential Information in contravention of this NDA. Receiving Party shall require all bear its employees, contractors, agents, consultants, and other personnel to whom it allows access to Confidential Information (collectively, “Receiving Party Personnel”) to be bound by the terms of own costs in complying with this NDA to the same extent as if Receiving Party Personnel were parties hereto, and Receiving Party shall be responsible for any breach of this NDA by any Receiving Party Personnel. Receiving Party acknowledges that its failure to comply with any obligation under this NDA, including its unauthorized disclosure of Confidential Information, will result in immediate, irreparable harm for which monetary compensation will be inadequate, and DIR will be entitled to immediate injunctive relief in addition to any other remedies available at law or in equitysubsection.

Receiving Party's Duties. Receiving Party acknowledges that its access to and use of the digital data room and all Confidential Information contained therein is provided to Receiving Party solely in its capacity as a potential respondent to the RFO. Receiving Party shall access and use such Confidential Information solely for the purpose of preparing its response to the RFO, and shall not use such Confidential Information, directly or indirectly, for any other purpose. a. During the term of this NDA and at all times thereafter, Receiving Party shall not disclose, and shall maintain the confidentiality of, all Confidential Information. Receiving Party shall use at least the same degree of care to safeguard and to prevent disclosing to third parties Confidential Information as Receiving Party he or she employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss, or alteration of Receiving Party’s his or her information of a similar nature, but not less than reasonable care. . b. Receiving Party shall not use or make any copies of Confidential Information except as contemplated by this NDA, and shall not sell, assign, alter, transfer, lease, or otherwise dispose of Confidential Information to third parties or commercially exploit such information. Receiving Party shall not access, use, or transmit Confidential Information outside the continental United States. . c. Receiving Party shall not be considered to have breached its obligations under this NDA for disclosing Confidential Information as required to satisfy any law, including the Texas Public Information Act (Chapter 552 of the Government Code), or other legal, accounting, or regulatory requirement of a competent government body, provided that, promptly upon receiving any such request and to the extent that it may legally do so, Receiving Party advises DIR of the Confidential Information to be disclosed and the identity of the third party requiring such disclosure prior to making such disclosure in order that DIR may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. . d. Receiving Party shall, at its own costs, shall (i) promptly (but no later than three business days) notify DIR of any known possession, use, knowledge, disclosure, disclosure or loss of Confidential Information in contravention of this NDA; , (ii) subject to any legal duty or obligation, including Receiving Party’s duties under the Texas Public Information Act, reasonably cooperate with DIR in any investigation or litigation deemed necessary by DIR to protect its rights to or under Confidential Information; Information and (iiiiv) promptly use commercially reasonable efforts to prevent further possession, use, knowledge, disclosure, or loss of Confidential Information in contravention of this NDA. Receiving Party shall require all bear its employees, contractors, agents, consultants, and other personnel to whom it allows access to Confidential Information (collectively, “Receiving Party Personnel”) to be bound by the terms of own costs in complying with this NDA to the same extent as if Receiving Party Personnel were parties hereto, and Receiving Party shall be responsible for any breach of this NDA by any Receiving Party Personnel. Receiving Party acknowledges that its failure to comply with any obligation under this NDA, including its unauthorized disclosure of Confidential Information, will result in immediate, irreparable harm for which monetary compensation will be inadequate, and DIR will be entitled to immediate injunctive relief in addition to any other remedies available at law or in equitysubsection.

Receiving Party's Duties. Receiving Party acknowledges that its access to and use of the digital data room and all Confidential Information contained therein is provided to Receiving Party solely in its capacity as a potential respondent to the RFO. Receiving Party shall access and use such Confidential Information solely for the purpose of preparing its response to the RFO, and shall not use such Confidential Information, directly or indirectly, for any other purpose. During the term of this NDA and at all times thereafter, Receiving Party shall not disclose, and shall maintain the confidentiality of, all Confidential Information. Receiving Party shall use at least the same degree of care to safeguard and to prevent disclosing to third parties Confidential Information as Receiving Party employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss, or alteration of Receiving Party’s information of a similar nature, but not less than reasonable care. Receiving Party shall not use or make any copies of Confidential Information except as contemplated by this NDA, and shall not sell, assign, alter, transfer, lease, or otherwise dispose of Confidential Information to third parties or commercially exploit such information. Receiving Party party shall not access, use, or transmit Confidential Information outside the continental United States. Receiving Party shall not be considered to have breached its obligations under this NDA for disclosing Confidential Information as required to satisfy any law, including the Texas Public Information Act (Chapter 552 of the Government Code), or other legal, accounting, or regulatory requirement of a competent government body, provided that, promptly upon receiving any such request and to the extent that it may legally do so, Receiving Party advises DIR of the Confidential Information to be disclosed and the identity of the third party requiring such disclosure prior to making such disclosure in order that DIR may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. Receiving Party shall, at its own costs, shall (i) promptly (but no later than three business days) notify DIR of any known possession, use, knowledge, disclosure, or loss of Confidential Information in contravention of this NDA; , (ii) subject to any legal duty or obligation, including Receiving Party’s duties under the Texas Public Information Act, reasonably cooperate with DIR in any investigation or litigation deemed necessary by DIR to protect its rights to Confidential Information; Information and (iiiiv) promptly use commercially reasonable efforts to prevent further possession, use, knowledge, disclosure, or loss of Confidential Information in contravention of this NDA. Receiving Party shall bear its own costs in complying with this subsection. Receiving Party shall require all its employees, contractors, agents, consultants, and other personnel to whom it allows access to Confidential Information (collectively, “Receiving Party Personnel”) to be bound by the terms of this NDA to the same extent as if Receiving Party Personnel were parties hereto, and Receiving Party shall be responsible for any breach of this NDA by any Receiving Party Personnel. Receiving Party acknowledges that its failure to comply with any obligation under this NDA, including its unauthorized disclosure of Confidential Information, will result in immediate, irreparable harm for which monetary compensation will be inadequate, and DIR will be entitled to immediate injunctive relief in addition to any other remedies available at law or in equity.