Common use of Return of Evaluation Material Clause in Contracts

Return of Evaluation Material. At any time upon the written request of Disclosing Party for any reason or upon the Receiving Party’s determination not to proceed with a transaction with Disclosing Party: (a) Receiving Party shall promptly (and in no event later than five (5) business days after such request) return to Disclosing Party or destroy (and certify in writing to Disclosing Party that it has destroyed) all Evaluation Material (and all copies thereof) furnished to Receiving Party or its Representatives by or on behalf of Disclosing Party, and shall not retain any copies, extracts or other reproductions (including Evaluation Material stored in any computer or other electronic storage device) in whole or in part of such material; and (b) Receiving Party and its Representatives shall destroy all Evaluation Material prepared by Receiving Party or its Representatives and shall not retain any copies, extracts or other reproductions (including Evaluation Material stored in any computer or other electronic storage device) in whole or in part of such material, and such destruction shall be certified in writing to Disclosing Party by an authorized officer of Receiving Party upon the request of Disclosing Party. Notwithstanding the foregoing, one copy of written or other tangible Evaluation Material may be kept by the Receiving Party in a secure location solely to the extent required to comply with applicable laws, provided that such copy is retained in a segregated area under the exclusive control of (i) if MapInfo is the Receiving Party, its general counsel, and (ii) if PBI is the Receiving Party, its Vice President of Corporate Development. Notwithstanding the return or destruction of Evaluation Material, Receiving Party and its Representatives shall continue to be bound by their obligations hereunder.

Return of Evaluation Material. At any time upon the written request of the Disclosing Party for any reason reason, the Receiving Party shall promptly, and in any event no later than twenty (20) days after receipt of the request, deliver to the Disclosing Party, or upon at the Receiving Party’s determination not to proceed with a transaction with Disclosing Party: (a) Receiving Party shall promptly (and in no event later than five (5) business days after such request) return to option, destroy, all tangible Evaluation Material of the Disclosing Party (including all copies, extracts and other reproductions thereof, whether in paper, electronic or destroy (and certify in writing to Disclosing Party that it has destroyed) all Evaluation Material (and all copies thereofother form or media) furnished to the Receiving Party or its Representatives by or on behalf of the Disclosing PartyParty pursuant to this Agreement; provided, and shall not retain any copieshowever, extracts or other reproductions (including Evaluation Material stored in any computer or other electronic storage device) in whole or in part of such material; and (b) that the Receiving Party and its Representatives shall destroy be entitled to retain one complete copy, in electronic archival storage form, of all Evaluation Material in accordance with document retention laws applicable to the Receiving Party and to such other persons, as the case may be, but only to the extent that appropriate personnel whose primary function within the Receiving Party’s organization and within the organizations of such other persons, as the case may be, is information technology in nature will have unrestricted access to such retained information; and provided, further, however, that one firm of the Receiving Party’s outside legal counsel will be entitled to retain one complete copy of Evaluation Material in paper format as may be necessary to document the Receiving Party’s consideration of a Transaction for the purpose of establishing compliance with any applicable laws or regulations and for defending and maintaining any litigation (or any arbitral or administrative case or proceeding) relating to this Agreement or the Evaluation Material; provided, that all such information shall continue to be kept confidential and shall be stored only in such firm of counsel’s record archives to which access is not made generally available to partners, associates and other employees of such firm of counsel. The return or destruction of the Evaluation Material, as the case may be, including that prepared by the Receiving Party or its Representatives and shall not retain any copiesRepresentatives, extracts or other reproductions (including Evaluation Material stored in any computer or other electronic storage device) in whole or in part of such material, and such destruction shall be certified in writing to the Disclosing Party by an authorized officer of Receiving Party upon the request of Disclosing Party. Notwithstanding the foregoing, one copy of written or other tangible Evaluation Material may be kept by the Receiving Party in a secure location solely to the extent required to comply with applicable laws, provided that supervising such copy is retained in a segregated area under the exclusive control of (i) if MapInfo is the Receiving Party, its general counsel, and (ii) if PBI is the Receiving Party, its Vice President of Corporate Developmentdestruction. Notwithstanding the return or destruction of the Evaluation Material, the Receiving Party and its Representatives shall continue to be bound by its and their obligations of confidentiality and other obligations hereunder.

Return of Evaluation Material. At any time upon the written request of the Disclosing Party for any reason or upon the Receiving Party’s determination not to proceed with a transaction with Disclosing Party: reason: (a) the Receiving Party shall promptly (and in no event later than five (5) business days after such request) return to the Disclosing Party or destroy (and certify in writing to Disclosing Party that it has destroyed) all Evaluation Material (and all copies thereof) furnished to the Receiving Party or its Representatives by or on behalf of the Disclosing Party, Party and shall not retain any copies, extracts or other reproductions (including Evaluation Material stored in any computer or other electronic storage device) in whole or in part of such material; and and (b) the Receiving Party and its Representatives shall destroy all Evaluation Material prepared by the Receiving Party or its Representatives and shall not retain any copies, extracts or other reproductions (including Evaluation Material stored in any computer or other electronic storage device) in whole or in part of such material, and such destruction shall be certified in writing to the Disclosing Party by an authorized officer of the Receiving Party upon the request of the Disclosing Party. Notwithstanding the foregoing, one copy of written or other tangible Evaluation Material may be kept by the Receiving Party in a secure location solely to the extent required to comply with applicable laws, provided that such copy is retained in a segregated area under the exclusive control may retain copies of Evaluation Material (i) if MapInfo that is the stored on Receiving Party, its general counsel, ’s IT backup and disaster recovery systems until the ordinary course deletion thereof or (ii) if PBI is the as required by applicable law or Receiving Party’s document retention policies. Any Evaluation Material that cannot be returned, its Vice President destroyed or deleted (such as oral Evaluation Material) and any electronic backup data and other” copy of Corporate Developmentv retained by Receiving Party pursuant to the preceding sentence shall remain subject to all restrictions and obligations contained in this Agreement. Notwithstanding the return or destruction of Evaluation Material, Receiving Party each party and its Representatives shall continue to be bound by their obligations hereunder.