Common use of Requirement of Confidentiality Clause in Contracts

Requirement of Confidentiality. Recipient agrees to hold the Proprietary Information of Owner in strictest confidence and not to, directly or indirectly, use, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information of Owner to any third party, or utilize the Proprietary Information of Owner for any purpose whatsoever other than as expressly contemplated by this Agreement. With regard to the Trade Secrets, this obligation shall continue for so long as such information constitutes a trade secret under applicable law. With regard to the Confidential Information, this obligation shall continue for the term of this Agreement and for a period of one (1) year thereafter. The foregoing obligations shall not apply if and to the extent that: (a) Recipient establishes that the information communicated was already known to Recipient, without obligations to keep such information confidential, at the time of Recipient's receipt from Owner, as evidenced by documents in the possession of Recipient prepared or received prior to disclosure of such information; (b) Recipient establishes that the information communicated was received by Recipient in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; (c) Recipient establishes that the information communicated was publicly known at the time of Recipient's receipt from Owner or has become publicly known other than by a breach of this Agreement; or (d) Recipient establishes that the Proprietary Information was not marked as Confidential when received from the Owner.

Requirement of Confidentiality. Recipient agrees to hold the Proprietary Information of Owner disclosed by Disclosing Party in strictest confidence and not to, directly or indirectly, use, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information of Owner disclosed by Disclosing Party to any third party, or utilize the Proprietary Information of Owner disclosed by Disclosing Party for any purpose whatsoever other than as expressly contemplated by this Agreement. Company acknowledges that the Docebo Software and Documentation are the Proprietary Information of Docebo. With regard to the Trade Secrets, the obligations in this obligation Section 7.2 shall continue for so long as such information constitutes a trade secret under applicable law. With regard to the Confidential Information, the obligations in this obligation Section 7.2 shall continue for the term of this Agreement and for a period of one three (13) year years thereafter. The foregoing obligations shall not apply if and to the extent that: (a) Recipient establishes that the information communicated was already known to Recipient, without obligations to keep such information confidential, at the time of Recipient's receipt from Owner, as evidenced by documents in the possession of Recipient prepared or received prior to disclosure of such information; (b) Recipient establishes that the information communicated was received by Recipient in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; (ci) Recipient establishes that the information communicated was publicly known at the time of Recipient's ’s receipt from Owner or has become publicly known other than by a breach of this Agreement; (ii) prior to disclosure hereunder was already in the Recipient s possession without restriction as evidenced by appropriate documentation; (iii) subsequent to disclosure hereunder is obtained by the Recipient on a non-confidential basis from a third party who has the right to disclose such information; or (div) was developed by the Recipient establishes without any use of any of the Confidential Information as evidenced by appropriate documentation. Notwithstanding anything to the contrary herein, if Recipient is ordered by an administrative agency or other governmental body of competent jurisdiction to disclose the Proprietary Information, then Recipient may disclose the requested Proprietary Information; provided however, that, Recipient shall first notify Disclosing Party prior to disclosure, if allowed by law, in order to give Disclosing Party a reasonable opportunity to seek an appropriate protective order or waive compliance with the terms of this Agreement and shall disclose only that part of the Proprietary Information was not marked as Confidential when received from the Ownerwhich Recipient is required to disclose.

Requirement of Confidentiality. Recipient agrees to hold the Proprietary Information of Owner disclosed by Disclosing Party in strictest confidence and not to, directly or indirectly, use, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information of Owner disclosed by Disclosing Party to any third party, or utilize the Proprietary Information of Owner disclosed by Disclosing Party for any purpose whatsoever other than as expressly contemplated by this Agreement. Company acknowledges that the Docebo Software and Documentation are the Proprietary Information of Docebo. With regard to the Trade Secrets, the obligations in this obligation Section 7.2 shall continue for so long as such information constitutes a trade secret under applicable law. With regard to the Confidential Information, the obligations in this obligation Section 7.2 shall continue for the term of this Agreement and for a period of one three (13) year years thereafter. The foregoing obligations shall not apply if and to the extent that: (a) Recipient establishes that the information communicated was already known to Recipient, without obligations to keep such information confidential, at the time of Recipient's receipt from Owner, as evidenced by documents in the possession of Recipient prepared or received prior to disclosure of such information; (b) Recipient establishes that the information communicated was received by Recipient in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; (ci) Recipient establishes that the information communicated was publicly known at the time of Recipient's receipt from Owner or has become publicly known other than by a breach of this Agreement; (ii) prior to disclosure hereunder was already in the Recipient’s possession without restriction as evidenced by appropriate documentation; (iii) subsequent to disclosure hereunder is obtained by the Recipient on a non-confidential basis from a third party who has the right to disclose such information; or (div) was developed by the Recipient establishes without any use of any of the Confidential Information as evidenced by appropriate documentation. Notwithstanding anything to the contrary herein, if Recipient is ordered by an administrative agency or other governmental body of competent jurisdiction to disclose the Proprietary Information, then Recipient may disclose the requested Proprietary Information; provided however, that, Recipient shall first notify Disclosing Party prior to disclosure, if allowed by law, in order to give Disclosing Party a reasonable opportunity to seek an appropriate protective order or waive compliance with the terms of this Agreement and shall disclose only that part of the Proprietary Information was not marked as Confidential when received from the Ownerwhich Recipient is required to disclose.