Common use of Starwood Confidential Information Clause in Contracts

Starwood Confidential Information. A. During the Term and thereafter, except with Starwood’s prior written consent (which consent may be withheld in Starwood’s sole discretion), Vistana shall (i) not copy, distribute or publish any Starwood Confidential Information in whole or in part, or otherwise transmit or make available to any “unauthorized” Person any Starwood Confidential Information or use the Starwood Confidential Information in any manner not expressly authorized by this Agreement; (ii) use its commercially reasonable efforts to maintain the confidentiality of all Starwood Confidential Information, and not disclose any Starwood Confidential Information, except to its employees or agents, in each case on a “need-to-know” basis as necessary to operate the Licensed Business and the Licensed Vacation Ownership Properties, and comply with Vistana’s obligations under the Transaction Agreements, and only if such employees or agents are apprised of the confidential nature of such information before it is divulged to them and they are bound by confidentiality obligations substantially similar to those listed above; (iii) not use Starwood Confidential Information in connection with any other Hotel, brand, business, product, service or activity anywhere in the world at any time and will establish sufficient information barriers to ensure this; (iv) use its commercially reasonable efforts to ensure that none of the recipients of Starwood Confidential Information takes any action which Vistana may not take under this Section 14.1 and (v) if any Starwood Confidential Information is used, copied, distributed, published or otherwise disseminated in breach of this Agreement, immediately destroy or recover such Starwood Confidential Information. Vistana will be liable to Starwood for any breaches of the confidentiality obligations in this Section 14.1 by its employees and agents. Vistana will maintain the Starwood Confidential Information in a safe and secure location, and will immediately report to Starwood the theft, loss, corruption or unauthorized access or disclosure of all or any part of the Starwood Confidential Information.

Starwood Confidential Information. A. During the Term and thereafter, except with Starwood’s prior written consent (which consent may be withheld in Starwood’s sole discretion), Vistana and its Affiliates shall (i) not copy, distribute or publish any Starwood Confidential Information in whole or in part, or otherwise transmit or make available to any “unauthorized” Person any Starwood Confidential Information or use the Starwood Confidential Information in any manner not expressly authorized by this Agreement; (ii) use its commercially reasonable efforts to maintain the confidentiality of all Starwood Confidential Information, and not disclose any Starwood Confidential Information, except to its employees or agents, in each case on a “need-to-know” basis as necessary to operate the Licensed Business and the Licensed Vacation Ownership Properties, and comply with Vistana’s obligations under the Transaction Agreements, and only if such employees or agents are apprised of the confidential nature of such information before it is divulged to them and they are bound by confidentiality obligations substantially similar to those listed above; (iii) not use Starwood Confidential Information in connection with any other Hotel, brand, business, product, service or activity anywhere in the world at any time and will establish sufficient information barriers to ensure this; (iv) use its commercially reasonable efforts to ensure that none of the recipients of Starwood Confidential Information takes any action which Vistana may not take under this Section 14.1 and (v) if any Starwood Confidential Information is used, copied, distributed, published or otherwise disseminated in breach of this Agreement, immediately destroy or recover such Starwood Confidential Information. Vistana will be liable to Starwood for any breaches of the confidentiality obligations in this Section 14.1 by its employees and agents. Vistana will maintain the Starwood Confidential Information in a safe and secure location, and will immediately report to Starwood the theft, loss, corruption or unauthorized access or disclosure of all or any part of the Starwood Confidential Information.