The Receiving Party’s Obligations. The Receiving Party agrees that in order to protect the proprietary interests of the Disclosing Party in the Disclosing Party’s confidential information—
11.3.1 it shall only make the confidential information available to those of the Receiving Party’s Personnel who are actively involved in the execution of the Receiving Party’s obligations under the Agreement and then only on a “need to know” basis;
11.3.2 it shall initiate internal security procedures reasonably acceptable to the Disclosing Party to prevent unauthorised disclosure and will take all practical steps to impress upon those Personnel who need to be given access to confidential information, its secret and confidential nature;
11.3.3 subject to the right to make the confidential information available to its Personnel under clause 11.3.1, it shall not at any time use any confidential information of the Disclosing Party or directly or indirectly disclose any confidential information of the Disclosing Party to third parties;
11.3.4 all written instructions, drawings, notes, memoranda and records of whatever nature relating to the confidential information of the Disclosing Party which have or shall come into the possession of the Receiving Party and its Personnel, shall be and shall at all times remain the sole and absolute property of the Disclosing Party and shall promptly be handed over to the Disclosing Party when no longer required for the purposes of an Order.
The Receiving Party’s Obligations. The Receiving Party agrees that it will, with respect to Confidential Information: (a) treat such Confidential Information as strictly confidential; (b) use such Confidential Information only for the purpose of evaluating a Transaction or the Business or performing the prospective business arrangements between the parties contemplated by a Transaction or the Business; (c) protect such Confidential Information, whether in storage or in use, with the same degree of care as the Receiving Party uses to protect its own confidential information against unauthorized disclosure, publication or dissemination, but in no case with less than reasonable care; and (d) not, without the written consent of the Disclosing Party, disclose, disseminate or otherwise furnish such Confidential Information to any third party, except to such employees, counsel, advisors, representatives and agents of Receiving Party who have a reasonable need to know such Confidential Information for the purpose of evaluating a Transaction or the Business or performing the prospective business arrangements between the parties contemplated by a Transaction or the Business, who have been informed of the confidential nature of such Confidential Information and who have agreed in writing to assume the confidentiality obligations described in this Section 2 with respect to such Confidential Information. Notwithstanding the foregoing, this Agreement will not prohibit the disclosure of Confidential Information by the Receiving Party to the extent that the Receiving Party is obligated to disclose such Confidential Information by applicable law or regulation or under an order of a court of competent jurisdiction or a valid governmental subpoena; provided that the Receiving Party, to the extent that it may legally to so, promptly notifies the Disclosing Party of such obligation and uses commercial reasonable efforts to afford the Disclosing Party a reasonable opportunity to interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information being disclosed or that such other action as it deems appropriate to protect such Confidential Information. In the event of any unauthorized disclosure of, loss of, or inability to account for, and Confidential Information, the Receiving Party shall notify the Disclosing Party promptly upon becoming aware thereof, take such actions as may be necessary or reasonably requested by the Disclosing Party to minimize the violat...
The Receiving Party’s Obligations under Section 9.1 above with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, use of, or reference to the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose certain Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) pre-approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that, to the extent legally permissible, the Receiving Party notifies the Disclosing Party of such required disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
The Receiving Party’s Obligations. 8.3.1 The Receiving Party agrees that in order to protect the proprietary interests of the Disclosing Party in the Disclosing Party’s confidential information –
8.3.1.1 it shall only make the confidential information available to those of the Receiving Party’s personnel who are actively involved in the execution of the Receiving Party’s obligations under this Agreement and to its
8.3.1.2 it shall initiate internal security procedures reasonably acceptable to the Disclosing Party to prevent unauthorised disclosure and will take all practical steps to impress upon those Personnel who need to be given access to confidential information, its secret and confidential nature.
8.3.1.3 all written instructions, drawings, notes, memoranda and records of whatever nature relating to the confidential information of the Disclosing Party which have or shall come into the possession of the Receiving this Agreement.
The Receiving Party’s Obligations. The receiving party agrees that it will:
(a) Use commercially reasonable efforts to safeguard the Confidential Information and to prevent any unauthorized access, reproduction, disclosure, and/or use of any of the Confidential Information.
(b) Disclose the Confidential Information only to those officers, directors, and/or employees of the receiving party who need to know such information in order to carry out the purposes contemplated by this Agreement, and in the event employment or appointment of any such person is terminated, the receiving party agrees to use its best efforts to recover any Confidential Information is such person’s custody or control.
The Receiving Party’s Obligations. The Receiving Party hereby undertakes towards the Disclosing Party as follows:
2.1 The Receiving Party shall maintain the Confidential Information in strict and absolute confidence at all times. The Receiving Party shall not, directly or indirectly, in writing or otherwise, disclose, transfer, use, communicate, disseminate, publish, or in any manner reveal, divulge or describe the Confidential Information, in whole or in part, to any person or entity, except as may be expressly authorized in writing by the Disclosing Party or except as may be required to be disclosed to any of the Receiving Party’s employees, officers, directors, advisors, all on a “need to know” basis for the Purpose, and without derogating from the Receiving Party’s responsibility for its employees or anyone acting on its behalf, only after (i) any such party to whom the Confidential Information is intended to be disclosed has executed a confidentiality undertaking similar to this document, eliminating however further disclosures; and (ii) the Receiving Party has advised each such employee or anyone acting on its behalf, before s/he receives access to Confidential Information, of his/her obligations under this Agreement. The Receiving Party shall take all necessary measures to safeguard the Confidential Information including at a minimum, those steps that it takes to protect its own information of a proprietary and confidential nature.
2.2 The Receiving Party shall not, directly or indirectly, use the Confidential Information to compete with the Disclosing Party or for any other purpose whatsoever, other than the Purpose, nor derive any other benefit therefrom. Any benefit derived from or relating to the Confidential Information shall belong solely to the Disclosing Party.
2.3 The Receiving Party shall not, nor suffer or permit any third party to, analyze, decompile, disassemble, reverse engineer (or the like), any tangible product or media which constitutes, contains, records or in any way documents or embodies Confidential Information, and shall not remove, overprint or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Confidential Information it obtains from the Disclosing Party.
2.4 The Receiving Party shall be responsible to the Disclosing Party for any disclosure or misuse of Confidential Information which results from a failure, of the Receiving Party and/or its employees or any...
The Receiving Party’s Obligations under Section 10.1 with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party;
The Receiving Party’s Obligations. The Receiving Party agrees:
(i) to hold the Disclosing Party’s Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions that the Receiving Party employs with respect to its own confidential information);
(ii) not to divulge any such Proprietary Information or any information derived therefrom to any third person;
(iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate the Proprietary Information internally and directly in connection with the Purpose; and
(iv) not reverse engineer any such Proprietary Information or, except as strictly permitted herein, copy the same. The Receiving Party may make disclosures required by court order provided that Receiving Party uses all commercially reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order, has notified the Disclosing Party and has allowed the Disclosing Party to participate in the proceeding. Any employee to whom the Receiving Party gives access to any such Proprietary Information must have a legitimate “need to know” such Proprietary Information and shall be bound in writing to maintain the confidentiality of, and not to use, the Disclosing Party’s Proprietary Information under terms and conditions no less stringent than those set forth in this Agreement.
The Receiving Party’s Obligations. The Receiving Party agrees that it will, with respect to the Confidential Information of the Disclosing Party: (i) treat such Confidential Information as strictly confidential; (ii) use such Confidential Information only for the purpose of evaluating the Transaction or performing the prospective business arrangements between the parties contemplated by the Transaction; (iii) protect such Confidential Information, whether in storage or in use, with the same degree of care as the Receiving Party uses to protect its own confidential information against unauthorized disclosure, publication or dissemination, but in no case with less than reasonable care; and
The Receiving Party’s Obligations. The Receiving Party agrees that in order to protect the proprietary interests of the Disclosing Party in the Disclosing Party’s Confidential Information, unless the Disclosing Party has expressly agreed otherwise in writing, the Receiving Party will not and will ensure that its Personnel does not at any time, whether during this Agreement or thereafter, use or disclose to any third party any Confidential Information of the Disclosing Party other than as allowed in terms hereof. Without limiting the aforesaid, the Receiving Party shall:
