Receiving Party’s Obligations Sample Clauses
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Receiving Party’s Obligations. The Receiving Party warrants and undertakes:
3.1 to keep all Information secret and confidential and not to disclose the Information to any person and/or Representative (including without limit, for any patent application) other than as permitted under Clause
3.1.1 below and not to use the Information for any purpose other than the Purpose;
3.1.1 only to disclose Information to such of its Representatives as are directly concerned with the Purpose and whose knowledge of the Information is necessary for the Purpose
3.2 to ensure that any Representative to whom the Receiving Party discloses Information adheres to the terms of this Agreement as if each such Representative had undertaken with the Disclosing Party in the same terms and the Receiving Party will be responsible for any breach of the terms of this Agreement by any such Representative;
3.3 to ensure that access to all Information is appropriately restricted and that all documents, materials and things containing or embodying Information are at all times adequately maintained and safeguarded in a secure environment.
3.4 to maintain on any Information and to reproduce on any copies the proprietary and confidentiality markings and other legends contained on the Information and the Receiving Party shall not add any further markings to such Information without the prior written consent of the Disclosing Party;
3.5 to inform the Disclosing Party immediately upon becoming aware of or suspecting any fact or circumstance which would, if confirmed, constitute or give rise to a breach of this Agreement;
3.6 not to use, copy, record, publish, export or distribute any Information in whole or in part, except as may reasonably be necessary for the Purpose; and
3.7 to comply with the instructions of the Disclosing Party with respect to the return or destruction of Information and in particular: (a) to return to the Disclosing Party upon demand (and in any event without such demand on termination or expiry of this Agreement), all Information and all copies or reproductions thereof in whatever form in the possession of the Receiving Party or any of its Representatives (including without limitation all things embodying Information and all work product derived from or containing any Information); and (b) upon demand by the Disclosing Party to ensure and certify the destruction of all such things, including the permanent erasure of any memory device or medium. Notwithstanding the foregoing, the Receiving Party and its R...
Receiving Party’s Obligations. Each Receiving Party must:
(a) ensure that each person to whom it discloses Confidential Information of a Disclosing Party under clause 25.2 complies with his or her Confidentiality Undertaking; and
(b) notify the Disclosing Party of, and take all steps to prevent or stop, any suspected or actual breach of a Confidentiality Undertaking.
Receiving Party’s Obligations. In return for the Disclosing Party making Confidential Information available to the Receiving Party, the Receiving Party shall:
Receiving Party’s Obligations. 4.1 Receiving Party must maintain any and all Confidential Information disclosed by Disclosing Party in strict confidence and Receiving Party must not use Confidential Information except for the stated Purpose of this Agreement.
4.2 Receiving Party agrees to use at least the same degree of care and discretion as Receiving Party uses to protect similar information of its own, but not less than reasonable care, to avoid unauthorized disclosure, publication, dissemination, or use of Confidential Information received hereunder.
4.3 Receiving Party hereby agrees that any Confidential Information disclosed by Disclosing Party hereunder:
(a) shall be maintained by Receiving Party in a secure location;
(b) shall not be copied without the prior written approval of Disclosing Party;
(c) shall be used by Receiving Party solely for the stated Purpose of this Agreement;
(d) shall only be disclosed to Receiving Party’s employees on a need-to-know basis in connection with the stated Purpose of this Agreement; and
(e) shall not be used by Receiving Party in any manner on order to “reverse-engineer” Disclosing Party’s products or designs.
4.4 Receiving Party shall not disclose Disclosing Party’s Confidential Information to any third parties, including, but not limited to, Receiving Party’s agents, consultants, vendors, suppliers, or subcontractors, without the prior written approval of Disclosing Party. In the event Disclosing Party provides Receiving Party with written approval to disclose Confidential Information to a third party, Receiving Party shall ensure such third party either (i) has executed a similar Nondisclosure Agreement with Disclosing Party, or (ii) such third party executes a Nondisclosure Agreement with Receiving Party containing terms and conditions consistent with the requirements of this Agreement prior to receiving such information.
4.5 If it becomes necessary for Receiving Party to disclose Disclosing Party’s Confidential Information to a third party as a result of a requirement of law or regulation, such Confidential Information may be disclosed only to the extent required by law or regulation and, if so permitted, no earlier than five (5) business days after Receiving Party provides Disclosing Party with written notification of the requirement for such disclosure.
Receiving Party’s Obligations. During the term of this Agreement and thereafter, except as a Disclosing Party may otherwise authorize in writing in advance, each Receiving Party shall use the other Party’s Confidential Information only to fulfill its commitments and exercise its rights under this Agreement. Each Receiving Party agrees not to disclose any Confidential Information of the other Party to anyone other than those employees, agents, contractors or Subcontractors of the Receiving Party who need to know such Confidential Information for the purposes of this Agreement and who have entered into binding written obligations of confidentiality substantially similar to the obligations set forth herein. Upon reasonable request by the Disclosing Party, the receiving Party will provide copies of the confidentiality agreements entered into with its employees, agents or contractors. Each Receiving Party shall treat all Confidential Information of the Disclosing Party with the degree of care it accords to its own Confidential Information, but not less than reasonable care. Neither Receiving Party shall reverse engineer, disassemble or decompile any prototypes, firmware, software or other tangible objects which embody the other Party’s Confidential Information. Each Receiving Party will notify and cooperate with the other Party in enforcing the Disclosing Party’s rights if such Receiving Party becomes aware of a threatened or actual violation of the confidentiality requirements of this Section. Upon completion of Work pursuant to this Agreement, except as otherwise provided in this Agreement, a Receiving Party shall return any and all tangible embodiments of Confidential Information to the Disclosing Party promptly following the request of the Disclosing Party.
Receiving Party’s Obligations. 5.1 The Receiving Party will:
(a) implement appropriate Technical and Organisational Measures;
(b) implement procedures so that any third party it authorises to have access to the Shared Data, including Processors, will respect and maintain the confidentiality and security of the Shared Data;
(c) enter into a written contract with any Processor, containing appropriate undertakings from the Processor as may be required under Data Protection Legislation; and
(d) process the Shared Data solely for the Permitted Purpose.
Receiving Party’s Obligations. (a) Receiving Party will keep strictly confidential all Confidential Information in its possession, however and whenever obtained. The Confidential Information is to be used for the sole purpose of evaluating a business relationship between the parties, and as may be required to perform such business relationship.
(b) Receiving Party will not, directly or indirectly, disclose or make available any Confidential Information to any third person or entity, or any employee, director, officer or agent of Receiving Party, in whole or part, or use such Confidential Information on its own or any third party’s behalf, except in direct relation to its evaluation, negotiation and performance of the aforementioned business relationship.
(c) Receiving Party may disclose Confidential Information in accordance with valid judicial or other governmental orders, provided Receiving Party shall give Disclosing Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent issued on behalf of Disclosing Party.
Receiving Party’s Obligations. The Confidential Information to be disclosed is confidential and proprietary to the Disclosing Party. The Receiving Party shall only use the Confidential Information for the purposes for which it was disclosed and shall disclose it only to its officers, directors or employees on a need to know basis. The Receiving Party agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any unauthorized person. The Receiving Party shall comply with the IOM Data Protection Principles in the event of the reception, use, transfer, storage or destruction of any Confidential Information received in accordance with this Agreement. Upon the request of Disclosing Party, the Receiving Party shall return or destroy all Confidential Information, including copies or other reproductions thereof. Where the request is to: return the Confidential Information, the Receiving Party shall do so within five (5) days of the request. Destroy the Confidential Information, the Receiving Party shall provide a written certificate to the Disclosing Party confirming destruction within five (5) days of the request.
Receiving Party’s Obligations. 2.1 The Receiving Party agrees that the Confidential Information is to be considered confidential and proprietary to Disclosing Party, and Receiving Party shall hold the same in confidence. The Receiving Party and any of its employees, directors, agents, advisors or any other person claiming under it will not disclose, publish or reveal or cause it to be disclosed, published or otherwise revealed any of the Confidential Information received from Disclosing Party to any other party whatsoever either in whole or in part for any purpose except with the specific prior written authorization of Disclosing Party.
2.2 Confidential Information furnished in tangible form may be duplicated or caused to be duplicated by Receiving Party or any of its employees, agents, advisors, directors or any person claiming under the Receiving Party. Upon the request of Disclosing Party at any time, the Receiving Party shall return all Confidential Information received from the Disclosing Party in any form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. Any documents or other media developed by the Receiving Party containing Confidential Information shall be destroyed by the Receiving Party. The Receiving Party shall provide a written certificate, certified by the director of the Receiving Party, to the Disclosing Party regarding destruction within ten (10) days thereafter.
2.3 It is hereby agreed by the Parties, that the Receiving Party shall destroy all Confidential Information received from the Disclosing Party, immediately upon: (a) if the bid has been submitted by the bidders, the return of the bank guarantee of all the bidders in accordance with the bid documents for the Transaction; or (b) if the bid is not submitted on or before December 29, 2014 (being the due date for the bid). The Receiving Party shall provide a written certificate, certified by the director of the Receiving Party to the Disclosing Party regarding destruction of such Confidential Information within five (5) days from the date of destruction of such Confidential Information.
2.4 It is agreed between the Parties that without the prior written consent of the Disclosing Party, the Receiving Party shall not disclose or direct its employees, agents, advisors, directors or any person claiming under it not to disclose to any person or entity (a) that the Confidential Information has been made available to them, (b) that discussion...
Receiving Party’s Obligations. 3.1 The Receiving Party agrees that, unless the Disclosing Party gives its prior written authorization, it shall: (a) not use the Confidential Information for any other purpose other than for the Purpose; (b) not disclose any Confidential Information to any third party except those directors, officers and employees of the Receiving Party who are required to have such Confidential Information in order to carry out the Purpose and who have signed a non-use and non-disclosure agreement or have agreed upon corporate confidentiality rules in content similar to the provisions hereof; and (c) not print, copy, adopt, modify, store, decompile, disassemble or reverse engineer/translate any items or discover the source code or trade secrets thereof that constitute Confidential Information other than as required for the Purpose.
3.2 The Receiving Party shall prevent the unauthorized use, disclosure, dissemination or publication of the Confidential Information with the same degree of care that the Receiving Party uses to protect its own confidential information of a similar nature, but no less than a reasonable degree of care. The Receiving Party agrees to notify the Disclosing Party in writing of any misuse or misappropriation of the Confidential Information which may come to the Receiving Party’s attention.