Common use of Recipient's Obligations Clause in Contracts

Recipient's Obligations. 3.1 The Recipient will use Confidential Material only as strictly required for the Purpose and only in the manner and upon the terms specified in this Agreement. 3.2 The Recipient will deal in utmost good faith with the City in its use of the Confidential Material provided by the City. 3.3 The Recipient will hold and keep, and will ensure that all of the Recipient’s Team will hold and keep, the Confidential Material in confidence and in trust for the City, using at least the same degree of care, but no less than a reasonable degree of care, as the Recipient uses to protect its own similar confidential information of like importance, and will, (a) prevent any access, reproduction, disclosure or use of the Confidential Material not expressly authorized herein, (b) disclose the Confidential Material only to those of the Recipient’s Team who have a definable need to know such information for Purpose, provided that such Recipient’s Team are bound by a confidentiality agreement with the Recipient no less restrictive than this Agreement, and in the event the employment or appointment of any such person is terminated, the Recipient agrees to use its best efforts to recover any of the Confidential Material in such person’s custody or control. The Recipient will be responsible for all damages arising from any disclosure of all or part of the Confidential Material or any act in contravention of this Agreement by a person to whom such Confidential Material was given by the Recipient as if the disclosure were made or the act performed directly by the Recipient, (c) not, and will ensure that each of the Recipient’s Team will not, copy or reproduce any of the Confidential Material, except as strictly necessary in order to carry out the Purpose, and (d) promptly notify the City in writing of any unauthorized copying, reproduction, use or disclosure of the Confidential Material of which the Recipient is or becomes aware, and such notice will include a detailed description of the circumstances of the copying, reproduction, use or disclosure and the parties involved.

Recipient's Obligations. 3.1 The Recipient will use Confidential Material only as strictly required for the Purpose and only in the manner and upon the terms specified in this Agreement. 3.2 The Recipient will deal in utmost good faith with the City in its use of the Confidential Material provided by the City. 3.3 The Recipient will hold and keep, and will ensure that all of the Recipient’s Team will hold and keep, the Confidential Material in confidence and in trust for the City, using at least the same degree of care, but no less than a reasonable degree of care, as the Recipient uses to protect its own similar confidential information of like importance, importance and will,: (a) prevent any access, reproduction, disclosure or use of the Confidential Material not expressly authorized herein, (b) disclose the Confidential Material only to those of the Recipient’s Team who have a definable need to know such information for the Purpose, provided that such Recipient’s Team are bound by a confidentiality agreement with the Recipient no less restrictive than this Agreement, and in the event the employment or appointment of any such person is terminated, the Recipient agrees to use its best efforts to recover any of the Confidential Material in such person’s custody or control. The Recipient will be responsible for all damages arising from any disclosure of all or part of the Confidential Material or any act in contravention of this Agreement by a person to whom such Confidential Material was given by the Recipient as if the disclosure were made or the act performed directly by the Recipient, (c) not, and will ensure that each of the Recipient’s Team will not, copy or reproduce any of the Confidential Material, except as strictly necessary in order to carry out the Purpose, and (d) promptly notify the City in writing of any unauthorized copying, reproduction, use or disclosure of the Confidential Material of which the Recipient is or becomes aware, and such notice will include a detailed description of the circumstances of the copying, reproduction, use or disclosure and the parties involved.

Recipient's Obligations. 3.1 The Recipient will will: (a) keep the Disclosing Party’s Confidential Information confidential and secure; (b) use the Disclosing Party’s Confidential Material Information only as strictly required in accordance with this Agreement and only for the Purpose purpose of fulfilling its obligations and only in the manner exercising its rights under this Agreement and upon the terms specified in this Agreement. 3.2 The Recipient will deal in utmost good faith with the City in its not directly or indirectly disclose, destroy, exploit or use any Confidential Information of the Confidential Material provided by the City.Disclosing Party for any other purpose; 3.3 The Recipient will hold and keep, and will ensure that all of the Recipient’s Team will hold and keep, the Confidential Material in confidence and in trust for the City, using (c) use at least the same degree of care, but no less than a reasonable degree of care, care to protect the Disclosing Party’s Confidential Information as the Recipient uses to protect its own similar confidential information of a like importancenature, and will,but in any event will not use a standard of care that is less than a reasonable standard of care, taking into account the sensitivity of any applicable items of Confidential Information; (ad) prevent not disclose the Disclosing Party’s Confidential Information to any accessperson other than the Recipient’s Representatives and, reproductionin the case of Helix, the Clinics who have a need to know it for the purposes described in paragraph (b) above and who are bound by a written contract to keep confidential the confidential information of third parties including the Confidential Information, at least to the same extent as set forth in this Agreement; (e) not make copies of any of the Disclosing Party’s Confidential Information or modify it other than as expressly permitted under this Agreement; (f) not remove any confidentiality, copyright or other proprietary rights notices from any of the Disclosing Party’s Confidential Information including from any copies of such Confidential Information; (g) upon demand, inform the Disclosing Party of the location of the Disclosing Party’s Confidential Information and the measures that the Recipient has taken to preserve its confidentiality; and (h) notify the Disclosing Party immediately upon becoming aware of any unauthorized copying, disclosure or use of the Disclosing Party’s Confidential Material not expressly authorized herein, (b) disclose the Confidential Material only to those of the Recipient’s Team who have a definable need to know such information for Purpose, provided that such Recipient’s Team are bound Information by a confidentiality agreement with the Recipient no less restrictive than or by any Representative or other individual or entity to whom the Recipient has disclosed Confidential Information pursuant to this Agreement, and in make a commercially reasonable effort to minimize the event the employment or appointment effect of any such person is terminated, the Recipient agrees to use its best efforts to recover any of the Confidential Material in such person’s custody or control. The Recipient will be responsible for all damages arising from any disclosure of all or part of the Confidential Material or any act in contravention of this Agreement by a person to whom such Confidential Material was given by the Recipient as if the disclosure were made or the act performed directly by the Recipient, (c) not, and will ensure that each of the Recipient’s Team will not, copy or reproduce any of the Confidential Material, except as strictly necessary in order to carry out the Purpose, and (d) promptly notify the City in writing of any unauthorized copying, reproduction, use or disclosure of the Confidential Material of which the Recipient is or becomes aware, and such notice will include a detailed description of the circumstances of the copying, reproduction, use or disclosure and the parties involveddisclosure.

Recipient's Obligations. 3.1 The Recipient will agrees that the Confidential Information is to be considered confidential and proprietary to the District, and Recipient shall hold the same in confidence, shall not use the Confidential Material only as strictly required Information other than for the Purpose purposes of its business with District and only in the manner and upon the terms specified in this Agreement. 3.2 The Recipient will deal in utmost good faith with the City in its use of the Confidential Material provided by the City. 3.3 The Recipient will hold and keep, and will ensure that all of the Recipient’s Team will hold and keep, the Confidential Material in confidence and in trust for the City, using at least the same degree of care, but no less than a reasonable degree of care, as the Recipient uses to protect its own similar confidential information of like importance, and will, (a) prevent any access, reproduction, disclosure or use of the Confidential Material not expressly authorized herein, (b) shall disclose the Confidential Material it only to those of the Recipient’s Team who have its officers, directors, or employees with a definable specific need to know such information for Purposeknow. Recipient shall not disclose, provided that such Recipient’s Team are bound by a confidentiality agreement with the Recipient no less restrictive than this Agreement, and in the event the employment publish or appointment of any such person is terminated, the Recipient agrees to use its best efforts to recover otherwise reveal any of the Confidential Material Information received from the District to any other party whatsoever except with the specific prior written authorization of the District. Confidential Information furnished in tangible form shall not be duplicated by Recipient. Upon the request of the District, or upon notification that the Recipient is not the successful vendor, Recipient shall return all Confidential Information received in written or tangible form, or other media containing such personConfidential Information, within ten (10) days. At Recipient’s custody option, any documents or controlother media developed by the Recipient containing Confidential Information may be destroyed by Recipient. The Recipient will be responsible warrants that upon its good faith determination that the Confidential Information held by Recipient is no longer of any utility in the carrying out of any other obligation it may owe the District under separate Agreement, Recipient shall have a duty to destroy the documents. Subject only to such valid legal requirements for all damages arising from any disclosure of all information as may exist under law, Recipient shall not disclose Confidential Information provided by the District. In the event Recipient receives a written request, subpoena, other legal process, or part any 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 the District prior to the Recipient’s dissemination of the Confidential Material Information; and, 3) that disclosure is necessary for the purposes of a bid response or any act in contravention performance of this Agreement by a person the underlying contract; and, 4) Recipient warrants that necessary attorneys, consultants, employees, subcontractors and third parties to whom such it may disseminate Confidential Material was given by Information shall do so only upon the Recipient as if good faith determination that said dissemination is necessary for the disclosure were made purposes of a bid response or the act performed directly by the Recipient, (c) not, and will ensure that each performance of the Recipient’s Team will not, copy or reproduce any of the Confidential Material, except as strictly necessary in order to carry out the Purpose, underlying contract; and (d) promptly notify the City in writing of any unauthorized copying, reproduction, use or disclosure of the Confidential Material of which the Recipient is or becomes aware, and such notice will include a detailed description of the circumstances of the copying, reproduction, use or disclosure and the parties involved.,

Recipient's Obligations. 3.1 2.1. The Recipient agrees that: (a) The Confidential Information is and shall be the exclusive, valuable property of the Discloser and the Recipient will use the Confidential Material only as strictly required for the Purpose and Information only in relation to the manner and upon the terms specified in this Agreement.Purpose; 3.2 The Recipient will deal in utmost good faith with the City in its use of the Confidential Material provided by the City. 3.3 The Recipient will hold and keep, and will ensure that all of the Recipient’s Team will hold and keep, the Confidential Material in confidence and in trust for the City, using (b) Use at least the same degree of care, but no less than a reasonable degree of care, care to protect the Confidential Information as the Recipient uses to protect its own similar confidential information Confidential Information of a like importancenature, and will,but in any event will not use a standard of care that is less than a reasonable standard of care; (ac) prevent It will not disclose the Confidential Information to any access, reproductionperson other than the Recipient’s representatives who have a need to know for the purpose described in 2.1(a); (d) Upon becoming aware of any unauthorized copying, disclosure or use of the Confidential Material not expressly authorized herein,Information, it will notify the Discloser immediately and make a reasonable effort to minimize the effect of any such use or disclosure; (be) disclose Notify the Confidential Material only Discloser immediately upon becoming aware of any breach or threatened breach of this Agreement of which it is aware; (f) Subject to those 2.1(g) of the Recipient’s Team who have a definable need to know such information for Purpose, provided that such Recipient’s Team are bound by a confidentiality agreement with the Recipient no less restrictive than this Agreement, and in the event the employment upon expiration or appointment termination of any such person is terminatedthis Agreement or at a Party’s request, the Recipient agrees will: (i) return all Confidential Information disclosed to use its best efforts to recover it by the Disclosing Party and all copies thereof, regardless of form; and (ii) destroy any such Confidential Information that cannot be returned; and (g) To the extent that any of the following circumstances apply and the Recipient neither returns nor destroys any Confidential Material in such person’s custody or control. The Recipient will be responsible for all damages arising from any disclosure of all or part Information of the Confidential Material or any act in contravention Disclosing Party as a result, the provisions of this Agreement by a person pertaining to whom such the protection of Confidential Material was given by the Recipient as if the disclosure were made or the act performed directly by the Recipient, (c) not, and Information will ensure that each of the Recipient’s Team will not, copy or reproduce any of extend until the Confidential Material, except as strictly necessary in order Information is returned or destroyed: (i) it is not reasonably feasible to carry out return or destroy the Purpose, and Confidential Information; or (dii) promptly notify the City in writing Confidential Information forms part of any unauthorized copying, reproduction, use Good or disclosure of the Confidential Material of which Service that the Recipient is or becomes aware, and such notice will include a detailed description of entitled to in the circumstances of the copying, reproduction, use or disclosure and the parties involvedfuture.

Recipient's Obligations. 3.1 The (A) Recipient will shall: (i) use Confidential Material only as strictly required for the Purpose and only in the manner and upon the terms specified in this Agreement. 3.2 The Recipient will deal in utmost good faith with the City in its use of the Confidential Material provided by the City. 3.3 The Recipient will hold and keep, and will ensure that all of the Recipient’s Team will hold and keep, the Confidential Material in confidence and in trust for the City, using at least the same degree of carecare to maintain the Confidential Information secret as it uses in maintaining as secret its own confidential information, but no less than always at least a reasonable degree of care, as the Recipient uses and to protect its own similar confidential information of like importance, and will, (a) prevent any unauthorized access, reproduction, disclosure or disclosure, and/or use of any of the Confidential Material not expressly authorized herein,Information other than for the Purpose and then only in strict compliance with the provisions hereof and subject to any applicable laws, e.g., export control laws governing technical data; (bii) disclose the Confidential Material Information only to those of the Recipient’s Team its officers, directors, employees, consultants, and advisors (“Authorized Representatives”) who have a definable need to know such information for Purpose, provided that such Recipient’s Team are bound by a confidentiality agreement with the Recipient no less restrictive than this Agreement, and in the event the employment or appointment of any such person is terminated, the Recipient agrees to use its best efforts to recover any of the Confidential Material in such person’s custody or control. The Recipient will be responsible for all damages arising from any disclosure of all or part of the Confidential Material or any act in contravention of this Agreement by a person to whom such Confidential Material was given by the Recipient as if the disclosure were made or the act performed directly by the Recipient, (c) not, and will ensure that each of the Recipient’s Team will not, copy or reproduce any of the Confidential Material, except as strictly necessary in order to carry out the PurposePurpose and, andwho are aware of the obligations of confidentiality relating to the Confidential Information and are legally obliged not to disclose the same to any third party. In the event the employment or engagement of any such person ends, Recipient agrees to use its reasonable efforts to recover any Confidential Information in such person's custody or control. Recipient shall be liable to Discloser for breaches of this Agreement by Recipient’s Authorized Representatives; (diii) not remove any copyright notice, trademark notice, and/or other proprietary legend or indication of confidentiality set forth on or contained in any of the Confidential Information; (iv) not disassemble samples and prototypes or decompile software, or otherwise attempt to reverse engineer the design and function of any of the Confidential Information, nor will it develop, manufacture, produce, and/or distribute any software or hardware product(s) derived from or which otherwise use any of the Confidential Information, without entering into a separate license agreement with Discloser; (v) promptly notify the City Discloser in writing of any unauthorized copying, reproduction, use or disclosure of the Confidential Material of which the Recipient is or becomes awareInformation, and such notice will include including a detailed description of the circumstances of the copying, reproduction, use or disclosure and the parties involved; and (vi) in the event that Recipient is legally required to disclose any portion of any Confidential Information received from Discloser, Recipient may do so, provided Recipient shall immediately notify Discloser in writing and each party shall provide the other party with reasonable cooperation and assistance in obtaining a suitable protective order, and in taking any other steps reasonably necessary, to preserve the confidentiality of any such Confidential Information. (B) Notwithstanding Section 4(A) above, Recipient has no obligation to maintain the confidentiality of any Confidential Information which: (i) Recipient can demonstrate was known by Recipient prior to its disclosure by Discloser; (ii) properly came into the possession of Recipient from a third party which was not under any obligation to maintain the confidentiality of such information;

Recipient's Obligations. 3.1 The Confidential Information is confidential and proprietary to Owner and Recipient will shall hold the same in confidence and shall not use Confidential Material Information in any manner Recipient agrees that it will not permit its Representatives to use any such Confidential Information for purposes other than in connection with the Project. Recipient may disclose Confidential Information only as strictly required to its officers, directors, affiliates, agents, consultants, representatives, or employees with a specific need to know the same in connection with the Project (collectively, the “Representatives”). Recipient shall not disclose, publish, or otherwise reveal any of Confidential Information to any other party whatsoever except with the specific prior written authorization of Owner. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for the Purpose and only in the manner and upon the terms specified in purposes of this Agreement. 3.2 The . Upon the request of Owner, Recipient will deal shall return all Confidential Information received in utmost good faith with written or tangible form, including all copies or reproductions thereof 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 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 agrees to inform its Representatives of the City in its use confidential and valuable nature of the Confidential Material provided by the City. 3.3 The Information and of its obligations under this Agreement. Recipient will hold and keep, and will ensure that agrees to use reasonable controls (but in all of the Recipient’s Team will hold and keep, the Confidential Material in confidence and in trust for the City, using events at least the same degree of care, but no less than a reasonable degree of care, as the care and controls that Recipient uses to protect its own similar confidential and proprietary information of like similar importance, and will, (a) to prevent any access, reproductionthe unauthorized use, disclosure or use availability of Confidential Information. Recipient expressly agrees that all Confidential Information disclosed to it shall remain the Confidential Material not expressly authorized herein, (b) disclose the Confidential Material only to those exclusive property of the Recipient’s Team who have a definable need to know such information for Purpose, provided that such Recipient’s Team are bound by a confidentiality agreement with the Recipient no less restrictive than this Agreement, and in the event the employment or appointment of any such person is terminated, the Recipient agrees to use its best efforts to recover any of the Confidential Material in such person’s custody or control. The Recipient will be responsible for all damages arising from any disclosure of all or part of the Confidential Material or any act in contravention of this Agreement by a person to whom such Confidential Material was given by the Recipient as if the disclosure were made or the act performed directly by the Recipient, (c) not, and will ensure that each of the Recipient’s Team will not, copy or reproduce any of the Confidential Material, except as strictly necessary in order to carry out the Purpose, and (d) promptly notify the City in writing of any unauthorized copying, reproduction, use or disclosure of the Confidential Material of which the Recipient is or becomes aware, and such notice will include a detailed description of the circumstances of the copying, reproduction, use or disclosure and the parties involvedOwner.

Recipient's Obligations. 3.1 The 2.1 In respect of the Confidential Information the Recipient will shall: (a) keep all Confidential Information in the Recipient’s possession and treat all Confidential Information as confidential regardless of when disclosed; (b) not use any Confidential Material only as strictly required Information in any way other than for the Purpose Purpose; (c) refrain from making or having made any duplication (in any form whatsoever) of the Confidential Information except insofar as is necessary for the Purpose; (d) not disclose Confidential Information to any third party without the prior written consent of the Discloser, as may be applicable, and only in the manner and upon without first obtaining a Confidentiality Agreement from said third party on terms equivalent to the terms specified of this Agreement; and (e) not use any of the Confidential Information in any way which would conflict with or be harmful to the interests of the Discloser Ensure that its officer’s, employees, contractors and agents who may have access to the Confidential Information are aware of and abide by the confidentiality provisions of this Agreement. 3.2 The 2.2 If the Recipient will deal in utmost good faith with becomes aware of the City in its possession, use or knowledge of the Confidential Material provided Information by the City. 3.3 The Recipient will hold and keepany unauthorised party, and will ensure that all of the Recipient’s Team will hold and keep, the Confidential Material in confidence and in trust for the City, using at least the same degree of care, but no less than a reasonable degree of care, as then the Recipient uses to protect its own similar confidential information of like importance, and will,must: (a) prevent any access, reproduction, disclosure or use of immediately inform the Confidential Material not expressly authorized herein,Discloser; and (b) disclose at the Confidential Material only Discloser’s request and expense, provide all assistance in relation to those the unauthorised possession, use or knowledge as the Discloser requires, unless such unauthorised possession, use or knowledge is the fault of the Recipient’s Team who have a definable need to know , in which case such information for Purpose, provided that such assistance shall be at the Recipient’s Team are bound by a expense. 2.3 The burden of proof of showing that any Confidential Information is not subject to the obligations of confidentiality agreement with in this Agreement will rest on the Recipient no less restrictive than this Agreement, and in Recipient. 2.4 At the event the employment or appointment of any such person is terminatedDiscloser’s written request, the Recipient agrees will promptly, at the Discloser’s election, return to use its best efforts to recover the Discloser or destroy or erase, or procure the destruction or erasure of, any or all of the Confidential Material in such person’s custody or control. The Recipient will be responsible for all damages arising from any disclosure of all or part of the Confidential Material or any act in contravention of this Agreement by a person to whom such Confidential Material was given by the Recipient as if the disclosure were made or the act performed directly by the Recipient, (c) not, and will ensure that each of the Recipient’s Team will not, copy or reproduce any of the Confidential Material, except as strictly necessary in order to carry out the Purpose, and (d) promptly notify the City in writing of any unauthorized copying, reproduction, use or disclosure of the Confidential Material of which the Recipient is or becomes aware, and such notice will include a detailed description of the circumstances of the copying, reproduction, use or disclosure and the parties involvedInformation.