Common use of Secrecy Obligation Clause in Contracts

Secrecy Obligation. (a) The Receiving Party shall hold in confidence and shall not disclose any of the Disclosing Party’s Confidential Information to any third party or release any of the Disclosing Party’s Confidential Information into the public domain. (b) The Receiving Party shall obligate all of its employees, officers, consultants, subcontractors and agents to whom such Confidential Information is communicated to at least the same degree of confidentiality as is set forth in this Agreement. Notwithstanding the foregoing, the Receiving Party warrants that disclosure of the Disclosing Party’s Confidential Information shall be limited to those employees, officers, consultants, subcontractors or agents who have an actual need to know for the purpose set forth in this Agreement. (c) The Receiving Party shall protect the Disclosing Party’s Confidential Information from disclosure with the same standard of care that it applies for the protection of its own Confidential Information, but with no less than a reasonable standard of care. (d) The Receiving Party may only use the Disclosing Party’s Confidential Information for the purpose of this Agreement. (e) Notwithstanding the foregoing, either Receiving Party may disclose the Confidential Information of the Disclosing Party pursuant to a court order or an order of any public authority, provided that the Receiving Party must (i) give immediate notice thereof to the Disclosing Party, and (ii) reasonably assist the Disclosing Party, at the Disclosing Party’s expense, in avoiding the disclosure of Confidential Information as may be permissible under Applicable Law.

Secrecy Obligation. 2.1 The CONFIDENTIAL INFORMATION is disclosed to the other party for the sole purpose executing the Project (a) the "Purpose"). 2.2 The Receiving Party undertakes to use the CONFIDENTIAL INFORMATION only for the defined Purpose according to Sec. 2.1. The use for any other purposes requires the prior written consent of the Disclosing Party. 2.3 The Receiving Party shall hold in confidence keep secret any CONFIDENTIAL INFORMATION and shall not disclose any CONFIDENTIAL INFORMATION, which they received directly or indirectly from the Disclosing Party, to any third party without the prior written consent of the Disclosing Party’s Confidential Information . The Receiving Party further undertakes not to analyze models, samples or parts received from the Disclosing Party or have them analyzed by third parties and not to recreate any third party methods, products or release any production facilities, except within the framework of analyzes demanded from OEMs for the specification sheet for material or component releases. Third parties under this Agreement shall not mean companies affiliated with the Parties according to § 15 et seq. of the Disclosing Party’s Confidential Information into the public domainGerman Stock Corporation Act (AktG). (b) 2.4 The Receiving Party undertakes to keep the CONFIDENTIAL INFORMATION with the same diligence confidential that is used for own information with the same importance, at least, however, with the diligence of a responsible businessman. The Receiving Party shall obligate all safely keep and treat the CONFIDENTIAL INFORMATION in such a way that its unauthorized disclosure and/or use are effectively prevented. 2.5 The Receiving Party undertakes to disclose CONFIDENTIAL INFORMATION only to employees whose involvement is necessary for achieving the Purpose according to cipher 2. 1. These employees shall be bound by a secrecy obligation with the Receiving Party, e.g. within the framework of its employeestheir contract of employment, officersin accordance with the provisions in this Agreement and which covers, consultantsas far as legally permitted, subcontractors and agents the time after a possible termination of their employment. 2.6 In case that one of the Parties intends to whom such Confidential Information forward or disclose CONFIDENTIAL INFORMATION to an affiliated company, the affiliated company shall be bound by a corresponding secrecy obligation if there is communicated to at least no corresponding prior agreement. The parties shall be liable for the same degree compliance of confidentiality as is set forth in their affiliated companies with this Agreement. Notwithstanding the foregoing, the Receiving Party warrants that disclosure of the Disclosing Party’s Confidential Information shall be limited to those employees, officers, consultants, subcontractors or agents who have an actual need to know for the purpose set forth in this Agreement. (c) The Receiving Party shall protect further undertakes to assign their claims from this Agreement against third parties to the Disclosing Party’s Confidential Information from disclosure with Party if third parties breach the same standard of care that it applies for the protection of its own Confidential Information, but with no less than a reasonable standard of care. (d) secrecy obligation. The Receiving Party may only use undertakes to provide support to the Disclosing Party’s Confidential Information Party for the purpose enforcement of rights in case of a third party’s breach of this Agreement. (e) Notwithstanding 2.7 The secrecy obligation shall not apply if and to the foregoing, either extent the Receiving Party may is obliged to disclose the Confidential Information CONFIDENTIAL INFORMATION by law or on the basis of an order of a court or authorities. In this case the Receiving Party shall immediately inform the Disclosing Party of the forthcoming disclosure of the CONFIDENTIAL INFORMATION in written form. The Receiving Party shall make reasonable efforts to obtain an undertaking from the third party to which the CONFIDENTIAL INFORMATION has to be disclosed that they will treat the disclosed CONFIDENTIAL INFORMATION confidentially. 2.8 Both parties are entitled to forward CONFIDENTIAL INFORMATION to their legal and financial advisors and consultants, provided that such advisors and consultants sign a non-disclosure agreement containing the same provisions or at least legally equivalent provisions to those of this Agreement or are bound by law to a professional obligation to maintain confidentiality. 2.9 The parties agree that the CONFIDENTIAL INFORMATION shall remain the property of the Disclosing Party pursuant to a court order or an order of any public authority, provided that the Receiving Party must (i) give immediate notice thereof to the Disclosing Party, and (ii) reasonably assist the Disclosing Party, at the Disclosing Party’s expense, in avoiding the disclosure of Confidential Information as may be permissible under Applicable Law.

Secrecy Obligation. (aUniversity agrees that it shall not use any part of the Confidential Information supplied by the Disclosing Party for its own or third parties’ purposes, but only for the Purpose, and that it shall not file for any intellectual right protection for the Confidential Information received by the Disclosing Party. b) The Receiving Party University shall hold in confidence keep said Confidential Information secret and confidential, and shall not disclose any of the Disclosing Party’s Confidential Information to any third party or release any of including affiliated companies. University shall also provide the Disclosing Party’s Confidential Information into the public domain. (b) The Receiving Party shall obligate all of its employees, officers, consultants, subcontractors and agents necessary means to whom such Confidential Information is communicated to at least the same degree of confidentiality as is set forth in this Agreement. Notwithstanding the foregoing, the Receiving Party warrants that prevent unauthorized disclosure of the Disclosing Party’s Confidential Information and shall be limited furthermore only give access to those employees, officers, consultants, subcontractors or agents who the Confidential Information to such employees as are required to have an actual need access to know for meeting the purpose set forth in Purpose and have signed the same secrecy obligation as imposed upon the Receiving by this Agreement. (c) The Receiving provisions of this paragraph shall, however, not apply to any part of such Confidential Information which - is at present publicly known or hereafter becomes publicly known through no fault of University or its employees; or - was already known to University on the date of disclosure by the Disclosing Party shall protect provided that such prior knowledge can be adequately substantiated by documentation; or - properly and lawfully becomes available to University from other sources; or - is independently developed by University or its affiliates without the benefit of any disclosure by the Disclosing Party’s Confidential Information from disclosure with ; or - as confirmed by a legal opinion specifically issued for this purpose, will have to be disclosed by court order. University has the same standard burden of care proof that it applies for the protection any of its own Confidential Information, but with no less than a reasonable standard of caresuch exceptions apply. (d) The Receiving Party may only use the Disclosing Party’s Confidential Information for the purpose of this Agreement. (e) Notwithstanding In the foregoingevent of compulsory disclosure by court order or in the event of a binding request from a regulatory authority with jurisdiction or any other authority with statutory powers to demand disclosure, either Receiving Party may disclose the Confidential Information of University will give the Disclosing Party pursuant to a court sufficient notice in order or an order of any public authority, provided that the Receiving Party must (i) give immediate notice thereof to for the Disclosing Party, and (ii) reasonably assist the Disclosing Party, at the Disclosing Party’s expense, in avoiding the disclosure of Confidential Information as may Party to be permissible under Applicable Lawable to take measures to prevent disclosure.

Secrecy Obligation. (aThe Receiving Party agrees that it shall not use any part of the Confidential Information supplied by the University for its own or third parties’ purposes, but only for the Purpose, and that it shall not file for any intellectual right protection for the Confidential Information received by the University. b) The Receiving Party shall hold in confidence keep said Confidential Information secret and confidential, and shall not disclose any of the Disclosing Party’s Confidential Information to any third party or release any of the Disclosing Party’s Confidential Information into the public domain. (b) including affiliated companies. The Receiving Party shall obligate all also provide the necessary means to prevent unauthorized disclosure of its employeesthe Confidential Information and shall furthermore only give access to the Confidential Information to such employees as are required to have access to for meeting the Purpose and have signed the same secrecy obligation as imposed upon the Receiving by this Agreement. c) The provisions of this paragraph shall, officershowever, consultants, subcontractors and agents not apply to whom any part of such Confidential Information which - is communicated at present publicly known or hereafter becomes publicly known through no fault of the Receiving Party or its employees; or - was already known to at least the same degree Receiving Party on the date of confidentiality disclosure by the disclosing Party provided that such prior knowledge can be adequately substantiated by documentation; or - properly and lawfully becomes available to the Receiving Party from other sources; or - is independently developed by the Receiving Party or its affiliates without the benefit of any disclosure by the University; or - as is set forth confirmed by a legal opinion specifically issued for this purpose, will have to be disclosed by court order. The Receiving Party has the burden of proof that any of such exceptions apply. d) In the event of compulsory disclosure by court order or in this Agreement. Notwithstanding the foregoingevent of a binding request from a regulatory authority with jurisdiction or any other authority with statutory powers to demand disclosure, the Receiving Party warrants that disclosure of will give the Disclosing Party’s Confidential Information shall be limited to those employees, officers, consultants, subcontractors or agents who have an actual need to know University sufficient notice in order for the purpose set forth in this AgreementUniversity to be able to take measures to prevent disclosure. (c) The Receiving Party shall protect the Disclosing Party’s Confidential Information from disclosure with the same standard of care that it applies for the protection of its own Confidential Information, but with no less than a reasonable standard of care. (d) The Receiving Party may only use the Disclosing Party’s Confidential Information for the purpose of this Agreement. (e) Notwithstanding the foregoing, either Receiving Party may disclose the Confidential Information of the Disclosing Party pursuant to a court order or an order of any public authority, provided that the Receiving Party must (i) give immediate notice thereof to the Disclosing Party, and (ii) reasonably assist the Disclosing Party, at the Disclosing Party’s expense, in avoiding the disclosure of Confidential Information as may be permissible under Applicable Law.