Common use of Scope of Obligation Clause in Contracts

Scope of Obligation. The Receiving Party agrees to use the Confidential Information of the Disclosing Party only as provided for in this Agreement each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose such. Confidential Information to any third parties. Notwithstanding the foregoing, each party may disclose the other party's Confidential Information only to those employees, agents, representatives and/or consultants who require such information only in connection with this Agreement and who are in compliance with the obligations of the immediately succeeding sentence. Each party agrees to instruct all such employees, agents, representatives and consultants regarding the foregoing obligations and ensure that such employees, agents, representative, and consultants are bound by obligations of confidentiality to the Receiving Party that are at least as restrictive as those contained herein. Receiving Party shall be responsible and liable for any breach of this Section 4.3 by its employees, agents, representatives, and consultants. Each party agrees that it will take all reasonable measures to protect the confidentiality of, and avoid the unauthorized disclosure or use of, the other party's Confidential Information, in order to prevent it from being made public or in the possession of persons other than those persons authorized hereunder to have any such Confidential information, which measures, shall include at least the same degree of care that the Receiving Party utilizes to protect its own confidential information of a similar nature but .in any event shall include commercially reasonable precautions designed to protect the Disclosing Party's Confidential Information from unauthorized disclosure and/or use. Without limiting the generality of the foregoing, Receiving Party shall maintain appropriate administrative, physical, and technical safeguards to protect the Confidential Information. Receiving Party shall immediately notify Disclosing Party in writing upon any loss, unauthorized use, or unauthorized disclosure of the Confidential Information, or any security breach affecting the Confidential Information, and upon the occurrence of any of the foregoing, Receiving Party shall take all appropriate actions to mitigate such loss, use, disclosure, and breach.

Appears in 1 contract

Samples: Master Services Agreement

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Scope of Obligation. The Receiving Party Except as otherwise expressly provided in this Agreement, EDS and FC each agrees that (a) all information communicated to it by the other and identified as confidential, whether before or after the date hereof, (b) all information identified as confidential to which it has access in connection with the EDS Services, whether before or after the date hereof, and (c) this Agreement and the Parties' rights and obligations hereunder, will be and will be deemed to have been received in confidence and will be used only for purposes of this Agreement, and each of EDS and FC agrees to use the Confidential Information same means as it uses to protect its own confidential information, but in no event less than reasonable means, to prevent the disclosure and to protect the confidentiality thereof. No such information will be disclosed by the recipient Party without the prior written consent of the Disclosing other Party; provided, however, that each Party only may disclose this Agreement and the other Party's confidential information to those of the recipient Party's attorneys, auditors, insurers (if applicable), subcontractors and employees who have a need to have access to such information in connection with their employment (or engagement, if applicable) by the recipient Party, so long as provided for the recipient Party advises each such attorney, auditor, insurer, subcontractor and employee of the confidentiality obligations set forth in this Agreement Exhibit B. In any event, compliance by each party agrees to hold of the other party's Confidential Information persons referenced in strict confidence and not to disclose such. Confidential Information to any third partiesthe preceding sentence with the confidentiality obligations set forth in this Exhibit B will remain the responsibility of the Party employing or engaging such persons. Notwithstanding the foregoing, each party EDS may disclose the this Agreement and other party's Confidential Information only confidential information to those employeeswhich it has access hereunder to professional advisers, agents, representatives and/or consultants who require such information only financial institutions and other third parties in connection with any proposed transaction to provide financing related to this Agreement and who are in compliance with or the obligations of the immediately succeeding sentence. Each party agrees to instruct all such employeesEDS hereunder, agents, representatives so long as each of them execute a confidentiality agreement containing terms and consultants regarding the foregoing obligations and ensure that such employees, agents, representative, and consultants are bound by obligations of confidentiality to the Receiving Party that are at least as conditions no less restrictive as those contained herein. Receiving Party shall be responsible and liable for any breach of this Section 4.3 by its employees, agents, representatives, and consultants. Each party agrees that it will take all reasonable measures to protect the confidentiality of, and avoid the unauthorized disclosure or use of, the other party's Confidential Information, in order to prevent it from being made public or in the possession of persons other than those persons authorized hereunder to have any such Confidential information, which measures, shall include at least the same degree of care that the Receiving Party utilizes to protect its own confidential information of a similar nature but .in any event shall include commercially reasonable precautions designed to protect the Disclosing Party's Confidential Information from unauthorized disclosure and/or use. Without limiting the generality of the foregoing, Receiving Party shall maintain appropriate administrative, physical, and technical safeguards to protect the Confidential Information. Receiving Party shall immediately notify Disclosing Party set forth in writing upon any loss, unauthorized use, or unauthorized disclosure of the Confidential Information, or any security breach affecting the Confidential Information, and upon the occurrence of any of the foregoing, Receiving Party shall take all appropriate actions to mitigate such loss, use, disclosure, and breach.this Exhibit B.

Appears in 1 contract

Samples: General Services Agreement (Franklin Covey Co)

Scope of Obligation. The Receiving Party Except as otherwise expressly provided in this Agreement, EDS and Xxxxxxxx Xxxxx each agrees that (i) all information communicated to it by the other and identified as confidential, whether before or after the Effective Date, (ii) all information identified as confidential to which it has access in connection with the Services, whether before or after the Effective Date, and (iii) this Agreement and the Parties’ rights and obligations hereunder, will be and will be deemed to have been received in confidence and will be used only for purposes of this Agreement, and each of EDS and Xxxxxxxx Xxxxx agrees to use the Confidential Information same means as it uses to protect its own confidential information, but in no event less than reasonable means, to prevent the disclosure and to protect the confidentiality thereof. No such information will be disclosed by the recipient Party without the prior written consent of the Disclosing other Party; provided, however, that each Party only may disclose this Agreement and the other Party’s confidential information to those of the recipient Party’s attorneys, auditors, insurers (if applicable), subcontractors and full time employees who have a need to have access to such information in connection with their employment (or engagement, if applicable) by the recipient Party, so long as provided for the recipient Party requires, in the case of its attorneys, auditors and insurers, that each of them execute a confidentiality agreement containing terms and conditions no less restrictive than those set forth in this Agreement Section 8.4 and advises, in the case of its subcontractors and employees, each party agrees to hold such subcontractor and employee of the other party's Confidential Information confidentiality obligations set forth in strict confidence and not to disclose suchthis Section 8.4. Confidential Information to In any third partiesevent, compliance by each of the persons referenced in the preceding sentence with the confidentiality obligations set forth in this Section 8.4 will remain the responsibility of the Party employing or engaging such persons. Notwithstanding the foregoing, each party EDS may disclose the this Agreement and other party's Confidential Information only confidential information to those employeeswhich it has access hereunder to professional advisers, agents, representatives and/or consultants who require such information only financial institutions and other third parties in connection with any transaction entered into to provide financing related to this Agreement and who are in compliance with or the obligations of the immediately succeeding sentence. Each party agrees to instruct all such employeesEDS hereunder, agents, representatives so long as each of them execute a confidentiality agreement containing terms and consultants regarding the foregoing obligations and ensure that such employees, agents, representative, and consultants are bound by obligations of confidentiality to the Receiving Party that are at least as conditions no less restrictive as than those contained herein. Receiving Party shall be responsible and liable for any breach of set forth in this Section 4.3 by its employees, agents, representatives, and consultants. Each party agrees that it will take all reasonable measures to protect the confidentiality of, and avoid the unauthorized disclosure or use of, the other party's Confidential Information, in order to prevent it from being made public or in the possession of persons other than those persons authorized hereunder to have any such Confidential information, which measures, shall include at least the same degree of care that the Receiving Party utilizes to protect its own confidential information of a similar nature but .in any event shall include commercially reasonable precautions designed to protect the Disclosing Party's Confidential Information from unauthorized disclosure and/or use. Without limiting the generality of the foregoing, Receiving Party shall maintain appropriate administrative, physical, and technical safeguards to protect the Confidential Information. Receiving Party shall immediately notify Disclosing Party in writing upon any loss, unauthorized use, or unauthorized disclosure of the Confidential Information, or any security breach affecting the Confidential Information, and upon the occurrence of any of the foregoing, Receiving Party shall take all appropriate actions to mitigate such loss, use, disclosure, and breach8.4.

Appears in 1 contract

Samples: Agreement for Information Technology Services (Franklin Covey Co)

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Scope of Obligation. The Receiving Party Except as otherwise expressly provided in this Agreement, EDS and driversshield each agrees that (a) all information communicated to it by the other and identified as confidential, whether before or after the date hereof, (b) all information identified as confidential to which it has access in connection with the EDS Services, whether before or after the date hereof, and (c) this Agreement and the parties' rights and obligations hereunder, will be and will be deemed to have been received in confidence and will be used only for purposes of this Agreement, and each of EDS and driversshield agrees to use the Confidential Information of the Disclosing Party only same means as provided for in this Agreement each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose such. Confidential Information to any third parties. Notwithstanding the foregoing, each party may disclose the other party's Confidential Information only to those employees, agents, representatives and/or consultants who require such information only in connection with this Agreement and who are in compliance with the obligations of the immediately succeeding sentence. Each party agrees to instruct all such employees, agents, representatives and consultants regarding the foregoing obligations and ensure that such employees, agents, representative, and consultants are bound by obligations of confidentiality to the Receiving Party that are at least as restrictive as those contained herein. Receiving Party shall be responsible and liable for any breach of this Section 4.3 by its employees, agents, representatives, and consultants. Each party agrees that it will take all reasonable measures to protect the confidentiality of, and avoid the unauthorized disclosure or use of, the other party's Confidential Information, in order to prevent it from being made public or in the possession of persons other than those persons authorized hereunder to have any such Confidential information, which measures, shall include at least the same degree of care that the Receiving Party utilizes uses to protect its own confidential information of a similar nature information, but .in any in no event shall include commercially less than reasonable precautions designed means, to prevent the disclosure and to protect the Disclosing Party's Confidential Information from unauthorized disclosure and/or useconfidentiality thereof. Without limiting No such information will be disclosed by the generality recipient party without the prior written consent of the foregoingother party; provided, Receiving Party shall maintain appropriate administrativehowever, physical, that each party may disclose this Agreement and technical safeguards the other party's confidential information to protect the Confidential Information. Receiving Party shall immediately notify Disclosing Party in writing upon any loss, unauthorized use, or unauthorized disclosure those of the Confidential Informationrecipient party's attorneys, auditors, insurers (if applicable), subcontractors and full time employees who have a need to have access to such information in connection with their employment (or any security breach affecting engagement, if applicable) by the Confidential Informationrecipient party, so long as the recipient party requires, in the case of its attorneys, auditors and upon insurers, that each of them execute a confidentiality agreement containing terms and conditions no less restrictive than those set forth in this Exhibit E and advises, in the occurrence case of any its subcontractors and employees, each such subcontractor and employee of the foregoingconfidentiality obligations set forth in this Exhibit E. In any event, Receiving Party shall take all appropriate actions to mitigate compliance by each of the persons referenced in the preceding sentence with the confidentiality obligations set forth in this Exhibit E will remain the responsibility of the party employing or engaging such loss, use, disclosure, and breachpersons.

Appears in 1 contract

Samples: Services Agreement (First Priority Group Inc)

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