Common use of Recipient's Obligations Clause in Contracts

Recipient's Obligations. Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner, and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner. Nothing herein shall require Owner to disclose any of its information. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within ten days thereafter. Recipient shall promptly notify Owner in writing if Recipient becomes aware of any possible unauthorized disclosure or use of Confidential Information. During the term of this Agreement, Recipient shall not attempt to do business with, or otherwise solicit any business contacts found by or through, or otherwise referred by Owner to Recipient for the purpose of circumventing the business relationship with Owner, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of Owner. If such circumvention shall occur, Owner shall be entitled to any fees, commissions, profit, or other revenue due pursuant to this Agreement relating to such transaction.

Appears in 1 contract

Samples: Non Disclosure Agreement

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Recipient's Obligations. Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Ownerthe District, and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, District and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will shall not disclose, publish or otherwise reveal any of the Confidential Information received from Owner the District to any other party whatsoever except with the specific prior written authorization of Owner. Nothing herein shall require Owner to disclose any of its informationthe District. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this AgreementRecipient. Upon the request of Ownerthe District, or upon notification that the Recipient is not the successful vendor, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten days of such request(10) days. At Recipient's ’s option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within ten days thereafter. warrants that upon its good faith determination that the Confidential Information held by Recipient shall promptly notify Owner in writing if Recipient becomes aware is no longer of any possible unauthorized disclosure or use utility in the carrying out of Confidential Information. During any other obligation it may owe the term of this District under separate Agreement, Recipient shall have a duty to destroy the documents. Subject only to such valid legal requirements for disclosure of information as may exist under law, Recipient shall not attempt to do business withdisclose Confidential Information provided by the District. In the event Recipient receives a written request, subpoena, other legal process, or otherwise solicit any business contacts found other request, for disclosure of information subject to this confidentiality provision, Recipient shall immediately notify the District and shall not disclose the requested information without prior written consent from the District or valid court order. Recipient shall cooperate with the District in connection with any steps the District may take to protect against disclosure of the requested information. Nothing herein shall prevent Recipient from sharing Confidential Information with necessary attorneys, consultants, employees, subcontractors and third parties, Provided: 1) they Agree in writing to this Confidentiality Agreement; and, 2) that said executed Agreement is received by or throughthe District prior to the Recipient’s dissemination of the Confidential Information; and, or otherwise referred by Owner to Recipient 3) that disclosure is necessary for the purpose purposes of circumventing a bid response or performance of the business relationship with Ownerunderlying contract; and, 4) Recipient warrants that necessary attorneys, consultants, employees, subcontractors and third parties to whom it may disseminate Confidential Information shall do so only upon the result good faith determination that said dissemination is necessary for the purposes of which shall be to prevent a bid response or performance of the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of Owner. If such circumvention shall occur, Owner shall be entitled to any fees, commissions, profit, or other revenue due pursuant to this Agreement relating to such transaction.underlying contract; and,

Appears in 1 contract

Samples: Confidentiality Agreement

Recipient's Obligations. Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner, and Recipient shall hold use the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only care to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any avoid disclosure of the Confidential Information received from Owner as Recipient uses with its own similar Confidential Information, but in any case not less than reasonable care. Recipient may disclose Confidential Information to: (a) its employees who have a need to know; (b) its contractors, agents, lenders, accountants or attorneys who have a need to know and who are notified of the Agreement; and (c) any other party whatsoever except with Discloser's prior written consent. Recipient shall not remove any proprietary, copyright, trade secret or other legend from any form of the specific prior Confidential Information. Recipient shall not copy or reproduce, in whole or in part, any Confidential Information without written authorization of Owner. Nothing herein shall require Owner Discloser, except as is reasonably required to disclose any of its information. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon accomplish the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipientpurpose stated herein. Recipient shall provide a written certificate to Owner regarding destruction within ten days thereafter. Recipient shall promptly notify Owner in writing if Recipient becomes aware of agrees that should any possible unauthorized disclosure or use of the Confidential Information. During the term of this AgreementInformation be made by Recipient, its employees or contractors, Recipient shall not attempt to do business with, or otherwise solicit any business contacts found by or through, or otherwise referred by Owner to Recipient for the purpose will (a) immediately notify Discloser of circumventing the business relationship with Owner, the result of which shall be same; (b) take all reasonably necessary steps to prevent further unauthorized disclosure and/or use; and (c) cooperate with Discloser in its efforts to secure the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of Owner. If such circumvention shall occur, Owner shall be entitled to any fees, commissions, profit, or other revenue due pursuant to this Agreement relating to such transactionConfidential Information and protect Discloser's proprietary rights therein.

Appears in 1 contract

Samples: Standard Confidentiality and Nondisclosure Agreement

Recipient's Obligations. Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner, and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business or employment with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner. Nothing herein shall require Owner to disclose any of its information. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this AgreementAgreement or another agreement entered into by the Parties. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within ten days thereafter. Recipient shall promptly notify Owner in writing if Recipient becomes aware of any possible unauthorized disclosure or use of Confidential Information. During the term of this Agreement, Recipient shall not attempt to do business with, or otherwise solicit any business contacts found by or through, or otherwise referred by Owner to Recipient for the purpose of circumventing the business or any employment relationship with Owner, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of Owner. If such circumvention shall occur, Owner shall be entitled to any fees, commissions, profit, or other revenue due pursuant to this Agreement relating to such transaction.

Appears in 1 contract

Samples: Non Disclosure/Non Compete Agreement

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Recipient's Obligations. Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner, Owner and Recipient shall hold the same in confidence, confidence and shall not use the Confidential Information in any manner Recipient agrees that it will not permit its Representatives to use any such Confidential Information for purposes other than for in connection with the purposes of its business with Owner, and shall Project. Recipient may disclose it Confidential Information only to its officers, directors, affiliates, agents, consultants, representatives, or employees with a specific need to knowknow the same in connection with the Project (collectively, the “Representatives”). Recipient will shall not disclose, publish publish, or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner. Nothing herein shall require Owner to disclose any of its information. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, all copies or reproductions thereof or other media containing such Confidential Information, within ten (10) days of such request. At Recipient's ’s option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. , and Recipient shall provide a written certificate to Owner regarding destruction within ten (10) days thereafter. Recipient shall promptly notify Owner agrees to inform its Representatives of the confidential and valuable nature of the Confidential Information and of its obligations under this Agreement. Recipient agrees to use reasonable controls (but in writing if all events at least the same degree of care and controls that Recipient becomes aware uses to protect its own confidential and proprietary information of any possible similar importance) to prevent the unauthorized use, disclosure or use availability of Confidential Information. During Recipient expressly agrees that all Confidential Information disclosed to it shall remain the term of this Agreement, Recipient shall not attempt to do business with, or otherwise solicit any business contacts found by or through, or otherwise referred by Owner to Recipient for the purpose of circumventing the business relationship with Owner, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval exclusive property of Owner. If such circumvention shall occur, Owner shall be entitled to any fees, commissions, profit, or other revenue due pursuant to this Agreement relating to such transaction.

Appears in 1 contract

Samples: Confidentiality Agreement

Recipient's Obligations. Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner, Discloser and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Ownerset out at Clause 1 above, and shall disclose it only to its officers, directors, or employees with a specific need to knowknow PROVIDED THAT the Recipient notifies such officers, directors and/or employees of the confidential nature of such information and that Recipient will procure that each such person to whom disclosure is made agrees to sign this agreement and to adhere to the terms of this Agreement as if he or she were a party to it. Recipient shall be liable to Discloser for any breach by such officers, directors and/or employees of any obligations set out in this Agreement. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner Discloser to any other party whatsoever except with the specific prior written authorization authorisation of Owner. Nothing herein shall require Owner to disclose any of its informationDiscloser. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes without the prior written consent of this AgreementDiscloser. Upon the request of OwnerDiscloser, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner Discloser regarding destruction within ten days thereafter. Recipient shall promptly notify Owner in writing if Recipient becomes aware of any possible unauthorized disclosure or use of Confidential Information. During the term of this Agreement, Recipient shall not attempt to do business with, or otherwise solicit any business contacts found by or through, or otherwise referred by Owner to Recipient for the purpose of circumventing the business relationship with Owner, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of Owner. If such circumvention shall occur, Owner shall be entitled to any fees, commissions, profit, or other revenue due pursuant to this Agreement relating to such transaction.ten

Appears in 1 contract

Samples: Non Disclosure Agreement

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