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.
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The Receiving Party’s Obligations. The Receiving Party agrees that that, in order to protect the proprietary interests of the Disclosing Party in the Disclosing Party’s confidential information—:
11.3.1 19.3.1 it shall not use the confidential information except for the purpose of exercising or performing its rights and obligations under or in connection with the Agreement (the “Permitted Purpose”);
19.3.2 it shall only make the confidential information available to those of the Receiving Party’s Personnel who are actively involved in as necessary for the execution of the Receiving Party’s obligations under the Agreement Permitted Purpose and then only on a “need to know” basis, provided that it informs such Personnel of the confidential nature of the Confidential Information before disclosure and at all times, it is responsible for such Personnel’s compliance with the confidentiality obligations set out in this clause;
11.3.2 19.3.3 it shall initiate internal security procedures reasonably acceptable to the Disclosing Party to prevent unauthorised unauthorized 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 19.3.4 subject to the right to make the confidential information available to its Personnel under clause 11.3.118.3.2, 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;; and
11.3.4 19.3.5 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 Orderthe Agreement.
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Samples: Saas and Services Agreement
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 has the appropriate technical and organisation measures in place to safeguard against any unauthorised or unlawful access to the confidential or proprietary information and against accidental loss or destruction of or damage to any data held or processed by it in relation to the Disclosing Party’s confidential information and warrant that 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.
Appears in 1 contract
Samples: Pilot Licence Agreement