Common use of Restrictions on Disclosure Clause in Contracts

Restrictions on Disclosure. Without Discloser’s prior written consent, Recipient shall not: (a) Disclose to any third party the fact that Discloser has provided any Confidential Information to Recipient; (b) Disclose to any third party the Confidential Information or any portion thereof; or (c) Use Confidential Information for any purpose other than that stated in the paragraphs above, including without limitation decompiling, disassembling or reverse engineering any software that constitutes Confidential Information. (d) Recipient shall only disclose Confidential Information to those of its and its Affiliates’ employees, accountants and attorneys who need to know such information in order to perform Recipient’s obligations in connection with the Transaction (collectively, “Representatives”), or any other party with Discloser’s prior written consent. Before disclosure to any of the above parties, Recipient will have a written agreement in place sufficient to require that party to treat Confidential Information in accordance with this Agreement. Recipient will remain responsible for such parties’ compliance with this Agreement. Recipient specifically agrees that it will not use any non-public personal information about Discloser’s customers in any manner prohibited by Title V of the Xxxxx-Xxxxx-Xxxxxx Act. The foregoing obligations shall not apply to any Confidential Information that Recipient can demonstrate: (i) is or becomes publicly available without breach of this Agreement; (ii) Recipient rightly receives without obligation of confidentiality from a third party; or (iii) Recipient develops independently without reference to Confidential Information.

Restrictions on Disclosure. Without Discloser’s prior written consent, Recipient shall not: (a) : Disclose to any third party the fact that Discloser has provided any Confidential Information to Recipient; (b) ; Disclose to any third party the Confidential Information or any portion thereof; or (c) or Use Confidential Information for any purpose other than that stated in the paragraphs above, including without limitation decompiling, disassembling or reverse engineering any software that constitutes Confidential Information. (d) . Recipient shall only disclose Confidential Information to those of its and its Affiliates’ employees, accountants and attorneys who need to know such information in order to perform Recipient’s obligations in connection with the Transaction (collectively, “Representatives”), or any other party with Discloser’s prior written consent. Before disclosure to any of the above parties, Recipient will have a written agreement in place sufficient to require that party to treat Confidential Information in accordance with this Agreement. Recipient will remain responsible for such parties’ compliance with this Agreement. Recipient specifically agrees that it will not use any non-public personal information about Discloser’s customers in any manner prohibited by Title V of the Xxxxx-Xxxxx-Xxxxxx Act. The foregoing obligations shall not apply to any Confidential Information that Recipient can demonstrate: (i) is or becomes publicly available without breach of this Agreement; (ii) Recipient rightly receives without obligation of confidentiality from a third party; or (iii) Recipient develops independently without reference to Confidential Information.

Restrictions on Disclosure. Without Discloser’s prior written consent, Recipient shall not: : (a) Disclose disclose to any third party the fact that Discloser has provided any Confidential Information to Recipient; ; (b) Disclose disclose to any third party the Confidential Information or any portion thereof; or or (c) Use use Confidential Information for any purpose other than that stated in the paragraphs paragraph 2 above, including without limitation decompiling, disassembling or reverse engineering any software that constitutes Confidential Information. (d) . Recipient shall only disclose Confidential Information to those of its and its Affiliates’ employees, accountants and attorneys who need to know such information in order to perform Recipient’s obligations in connection with the Transaction (collectively, “Representatives”), or any other party with Discloser’s prior written consent. Before disclosure to any of the above parties, Recipient will have a written agreement in place sufficient to require that party to treat Confidential Information in accordance with this Agreement. Recipient will remain responsible for such parties’ compliance with this Agreement. Recipient specifically agrees that it will not use any non-public personal information about Discloser’s customers in any manner prohibited by Title V of the Xxxxx-Xxxxx-Xxxxx- Xxxxxx Act. The foregoing obligations shall not apply to any Confidential Information that Recipient can demonstrate: demonstrate (i) is or becomes publicly available without breach of this Agreement; (ii) Recipient rightly receives without obligation of confidentiality from a third party; or (iii) Recipient develops independently without reference to Confidential Information.

Restrictions on Disclosure. Without Discloser’s prior written consent, The Recipient shall not: (a) Disclose to any third party the fact that Discloser has provided any Confidential Information to Recipient; (b) Disclose to any third party the Confidential Information or any portion thereof; or (c) Use Confidential Information for any purpose other than that stated in the paragraphs above, including without limitation decompiling, disassembling or reverse engineering any software that constitutes Confidential Information. (d) Recipient shall only not disclose Confidential Information to those of its and its Affiliates’ employees, accountants and attorneys who need to know such information in order to perform Recipient’s obligations in connection with the Transaction (collectively, “Representatives”), or any other party with Discloser’s prior written consent. Before disclosure to any of the above partiesDiscloser’s Proprietary Information to any agent, contractor or other person not employed by the Recipient, except (i) Recipient’s Representatives, and (ii) such other persons, if any, as to whom the Discloser consents in writing (each person described in clause (i) or (ii) being referred to herein as a “Permitted Third Party”). The Recipient will have shall disclose the Discloser’s Proprietary Information only to its employees, Recipient’s Representatives, and Permitted Third Parties who, in each case, need such Proprietary Information to carry out a written agreement permitted use on behalf of the Recipient and who are bound in place sufficient writing (or, in the case of directors and attorneys, are under a duty) to require that party protect and observe the confidentiality and limitations on use of such Proprietary Information. The Recipient shall inform the Recipient’s Representatives and any Permitted Third Party of the confidential nature of such Proprietary Information and of this Agreement and shall cause each of the Recipient’s Representatives and Permitted Third Parties to treat Confidential such Proprietary Information in accordance with this AgreementAgreement and not disclose or use such Proprietary Information except as permitted herein. The Recipient will remain shall take all measures reasonably necessary to protect the confidentiality of Proprietary Information, including, without limitation, taking such precautions as the Recipient takes to protect the Recipient’s own confidential and proprietary information. The Recipient shall be responsible for such parties’ compliance with this Agreement. Recipient specifically agrees that it will not use any non-public personal information about Discloser’s customers in any manner prohibited by Title V of the Xxxxx-Xxxxx-Xxxxxx Act. The foregoing obligations shall not apply to any Confidential Information that Recipient can demonstrate: (i) is or becomes publicly available without breach of this Agreement; (ii) Agreement by any of Recipient’s Representatives or Permitted Third Parties. Notwithstanding the foregoing, the Recipient rightly receives without obligation may disclose Proprietary Information of confidentiality from a third party; the Discloser as required by law or (iii) regulation, provided that, to the extent feasible, the Recipient develops independently without reference gives the Discloser prior written notice of such disclosure and cooperates reasonably, at Discloser’s sole expense, to Confidential Informationobtain confidential treatment if available.

Restrictions on Disclosure. Without Discloser’s prior written consent, Recipient shall not: : (a) Disclose disclose to any third party the fact that Discloser has provided any Confidential Information to Recipient; ; (b) Disclose disclose to any third party the Confidential Information or any portion thereof; or or (c) Use use Confidential Information for any purpose other than that stated in the paragraphs paragraph 2 above, including without limitation decompiling, disassembling or reverse engineering any software that constitutes Confidential Information. (d) . Recipient shall only disclose Confidential Information to those of its and its Affiliates’ employees, accountants and attorneys who need to know such information in order to perform Recipient’s obligations in connection with the Transaction (collectively, “Representatives”), or any other party with Discloser’s prior written consent. Before disclosure to any of the above parties, Recipient will have a written agreement in place sufficient to require that party to treat Confidential Information in accordance with this Agreement. Recipient will remain responsible for such parties’ compliance with this Agreement. Recipient specifically agrees that it will not use any non-public personal information about Discloser’s customers in any manner prohibited by Title V of the Xxxxx-Xxxxx-Xxxxxx Act. The foregoing obligations shall not apply to any Confidential Information that Recipient can demonstrate: demonstrate (i) is or becomes publicly available without breach of this Agreement; (ii) Recipient rightly receives without obligation of confidentiality from a third party; or (iii) Recipient develops independently without reference to Confidential Information.