UNDERTAKINGS BY BOTH PARTIES. 9.1 Each party shall use its best endeavours to safeguard the intellectual property, confidential information and proprietary rights of the other party.
UNDERTAKINGS BY BOTH PARTIES. 12.1 Each party shall use its best endeavours to safeguard the intellectual property, confidential information and proprietary rights of the other party.
12.2 Licensor and Licensee agree to maintain the confidentiality of any data relating to the usage of the Licensed Materials by the Licensee and its Authorised Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third parties.
UNDERTAKINGS BY BOTH PARTIES. 2.1 The Commission and the Union agree that:
2.1.1 they will both at all times work together to achieve the safe running of Events, the safety of other recreational users and other legitimate forest users;
2.1.2 they will both at all times work together to co-operate and to liaise, to ensure that the Union’s activities on Commission Land are not interrupted or adversely affected by any act or omission of the Commission; and that the Union’s activities have as little impact as possible on access by other recreational users and other legitimate forest users;
2.1.3 subject to clause 2.2, they will not disclose to any third party any confidential business or future plans of the other party at any time acquired during the existence of this Agreement and no reference shall be made to the terms of this Agreement by either party in any advertising, publicity or promotional material or (with the exception of a summary of this Agreement as may be agreed between the parties for circulation to Registered Clubs) to any third party without the prior consent of the other party;
2.1.4 they have entered into a written Concordat, as published from time to time, which is not legally binding but sets out how the parties intend to co-operate in and implement certain matters relating to Events;
2.1.5 they will meet to discuss and review the operation of this Agreement at least once in each calendar year during the Term; and
2.1.6 they will work together to develop sustainable solutions to minimise (and where possible avoid) adverse impacts on the environment of motorcycling and related event management and commercial operations. Where examples of good practice exist, they should be adopted where practicable.
2.2 The parties acknowledge that the Commission may receive requests from third parties to disclose certain confidential information in terms of the Freedom of Information Xxx 0000, the Freedom of Information (Scotland) Xxx 0000, the Environmental Information Regulations 2004 and the Environmental Information (Scotland) Regulations 2004, and in each case, any statutory amendment thereof or provision pursuant thereto (collectively "Freedom of Information Acts"). Where the Commission feels that such disclosure is necessary to enable it to meet its obligations under that Act, it will advise the Union prior to disclosing the information to the relevant third party. The Union acknowledges that any such disclosure by the Commission will not constitute a breach of clause 2.1.3 or ...
UNDERTAKINGS BY BOTH PARTIES. 10.1 Each party shall use its best endeavours to safeguard the intellectual property, confidential information and proprietary rights of the other party.
10.2 The Publisher permits Licensees who participate in the LOCKSS system for archiving digitized publications to perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee’s use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system’s copy of Licensed Materials, Licensee’s LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee’s system that it had the same Licensed Materials.
UNDERTAKINGS BY BOTH PARTIES. 9.1 Each party shall use its best endeavors to safeguard the intellectual property, confidential information and proprietary rights of the other party. This obligation shall survive any termination of this License.
9.2 Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement.
UNDERTAKINGS BY BOTH PARTIES. 6.1 Each party shall use its best endeavors to safeguard the intellectual property, confidential information and proprietary rights of the other party and the Parties should comply with all Applicable Data Protection Laws.
6.2 Licenser shall provide timely notice to the Licensee if it confirmed that a Data Security Breach has occurred in respect of Licenser Database which may impose a significant adverse effect on the Licenser or the Licensee, and shall take adequate remedial measures as soon as possible as required by applicable law to mitigate the potential adverse impact. The Licensee shall provide timely notice to Licenser if it detects or becomes aware that a Data Security Breach has occurred in respect of the processing of data relating to the Licensed Materials, and shall take adequate remedial measures as soon as possible. The notice to be delivered under this clause shall include but not limited to reasons for the Data Security Breach, types of data breached and possible harm, remedial measures that have been taken etc.;
6.3 If Data Security Breach involves Personal Data, the Licensee agrees that Data Subjects in the PRC could seek for remedies and explanations by contacting liaison via email, and Licenser reserves the right of indemnification. If required, the Licensee agrees to provide all necessary assistances and supports to Licenser in protecting of Data Subject’s lawful rights and interests.
6.4 Each Party shall promptly notify the other Party if, due to any circumstance or change in Applicable Data Protection Laws or its enforcement practice that is likely to have a substantial adverse effect on such Party’s ability to meet its obligations under this Agreement, such Party cannot comply with its obligations under this Agreement. Without prejudice to the termination provisions in the Agreement, each Party is entitled to temporarily suspend the access to the licensed materials if such Party is unable to meet its obligations due to aforesaid reasons, until such time that the non-compliance is remedied. To the extent such remedy is not available, such Party is entitled to terminate the relevant part of the access to the licensed materials with immediate effect.
6.5 For the purpose of this Agreement, capitalized terms regarding data protection obligations should be interpretated as follows:
UNDERTAKINGS BY BOTH PARTIES. 11.1. The Licensee acknowledges that the intellectual property rights in the Licensed Material are the sole and exclusive property of the Licensor or are duly licensed to the Licensor and that this Agreement does not assign or transfer to the Licensee any right, title or interest therein except for the right to use the Licensed Material in accordance with the terms and conditions of this Agreement.
11.2. For the avoidance of doubt, the Licensor hereby acknowledges that any database rights created by Authorised Users as a result of Text and Data Mining of the Licensed Material as referred to in Clause 3.4.2. shall be the property of the Licensee and/or Authorized User.
UNDERTAKINGS BY BOTH PARTIES. Each party shall use its best endeavours to safeguard the intellectual property, confidential information and proprietary rights of the other party. Neither party shall disclose the terms and conditions or the subject matter of this License (including, without limitation, the content of the Schedules, the list of the Licensed Materials and any usage data compiled and supplied under clause 5.6) or any other information about the other party’s business to any third party without the prior written consent of the other. This provision shall survive the termination of this License, and any information obtained or received which comes within these restrictions shall remain confidential, PROVIDED always that this obligation shall not apply to any information which at the time of disclosure is in the public domain or is made available at any time by an independent third party which has not obtained it directly or indirectly in breach of any confidentiality agreement with either of the parties hereto.
UNDERTAKINGS BY BOTH PARTIES. 11.1 Without limiting any other obligations under this Agreement, each party shall use its best endeavours to safeguard the intellectual property, confidential information and proprietary rights of the other party.
11.2 Publisher and Licensee agree to maintain the confidentiality of any data relating to the usage of the Licensed Materials by the Licensee and its Authorised Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third parties.
UNDERTAKINGS BY BOTH PARTIES. 7.1 Each party shall use its best efforts to safeguard the intellectual property, confidential information and proprietary rights of the other party. This obligation shall survive any termination of this License.
7.2 Neither party shall disclose the terms and conditions or the subject matter of this License (including, without limitation, the content of the Schedules, the list of the Licensed Materials and any usage data compiled and supplied under Section 5.2) or any other information about the other party’s business to any third party without the prior written consent of the other party. This provision shall survive the termination of this License, and any information obtained or received which comes within these restrictions shall remain confidential, PROVIDED always that this obligation shall not apply to any information which at the time of disclosure is in the public domain or has been made publicly available at any time by an independent third party which has not obtained it directly or indirectly in breach of any confidentiality agreement with either of the parties hereto.
