Common use of Undertakings by the Receiving Party Clause in Contracts

Undertakings by the Receiving Party. 3.1. The Receiving Party undertakes (save as otherwise permitted herein) – 3.1.1. to treat as strictly confidential and not to divulge or permit to be divulged, whether in writing or orally or in any other manner, to any third party any of the Confidential Information without the prior written consent of the Disclosing Party, other than to its directors, prescribed company officers, employees, professional advisors, partners or funders or any other person which the Disclosing Party has agreed to in writing who - 3.1.1.1. have a need to know (and then only to the extent that each such Representative has a need to know) for the purposes of considering, evaluating, negotiating or advancing the Engagement; 3.1.1.2. are aware that the Confidential Information should be kept strictly confidential; and 3.1.1.3. have been directed by the Receiving Party to keep the Confidential Information confidential and have signed a non-disclosure agreement agreeing to keep the Confidential Information confidential, (the "Representatives"); 3.1.2. to take all reasonable steps to protect the Confidential Information and keep it secure from unauthorised persons, adopting reasonable standards of care and safeguards, which care and safeguards shall not be less than the standard of care which a reasonable man would use to protect his own confidential information; 3.1.3. not to use or exploit the Confidential Information for any purpose whatsoever other than strictly in relation to and for the purposes of considering, evaluating, negotiating or advancing the Engagement; 3.1.4. to only make copies of any of the Confidential Information disclosed by the Disclosing Party or made available in terms of this Agreement that are strictly necessary for considering, evaluating, negotiating or advancing the Engagement; 3.1.5. to inform the Disclosing Party immediately if – 3.1.5.1. the Receiving Party becomes aware of, or reasonably suspects there has been, a breach by it or its Representatives of the obligations in this Agreement; or 3.1.5.2. the Receiving Party is required by Applicable Law to disclose the Confidential Information; 3.1.6. upon termination of this Agreement, to return to the Disclosing Party, or destroy, any Confidential Information furnished to it by the Disclosing Party together with all copies, notes and memoranda relating thereto and deliver to the Disclosing Party a certificate signed by the Receiving Party that it has not retained any part thereof and procure that its Representatives takes the aforesaid steps in relation to all Confidential Information received by them; and 3.1.7. not to make any public announcement or discuss any matter with the media or any other third party in relation to the Engagement, except as is required by Applicable Law, provided that, to the extent permitted by Applicable Law and time permitting, the Parties shall first consult with each other as to the terms and timing of the disclosure. 3.2. The above undertakings shall not apply to – 3.2.1. Confidential Information which at the time of disclosure by the Disclosing Party is published or is otherwise generally available to the public; 3.2.2. Confidential Information which after disclosure by the Disclosing Party is published or otherwise becomes generally available to the public otherwise than through any breach of this Agreement by the Receiving Party or its Representatives; 3.2.3. Confidential Information which the Receiving Party demonstrates was known by the Receiving Party before the date the Confidential Information is disclosed to it by the Disclosing Party and which the Receiving Party is entitled to freely disclose to third parties; 3.2.4. Confidential Information which the Receiving Party demonstrates was rightfully acquired from others who do not owe a confidentiality obligation to the Disclosing Party; or 3.2.5. subject to clause 3.3 below, Confidential Information which the Receiving Party is required to disclose by Applicable Law. 3.3. In the event that the Receiving Party is required to disclose Confidential Information as contemplated in clause 3.2.5, the Receiving Party will – 3.3.1. advise the Disclosing Party in writing prior to disclosure, if possible; 3.3.2. take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can; 3.3.3. afford the Disclosing Party a reasonable opportunity, if possible, to intervene in the proceedings if it wishes to do so; 3.3.4. comply with the Disclosing Party's reasonable requests as to the manner and terms of such disclosure; and 3.3.5. notify the Disclosing Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it was made. 3.4. The onus shall be on the Receiving Party to demonstrate that the provisions of clause 3.2 apply to the Confidential Information. 3.5. The Receiving Party shall co-operate with the Disclosing Party (at the Disclosing Party’s cost and expense) if the Disclosing Party decides to bring any legal or other proceedings to challenge the validity of a requirement to disclose Confidential Information pursuant to clause 3.2.5.

Undertakings by the Receiving Party. 3.1. The Receiving Party undertakes (save as otherwise permitted herein) – 3.1.1. to treat as strictly confidential and not to divulge or permit to be divulged, whether in writing or orally or in any other manner, to any third party any of the Confidential Information without the prior written consent of the Disclosing Party, other than to its directors, prescribed company officers, employees, professional advisors, partners or funders or any other person which the Disclosing Party has agreed to in writing who - 3.1.1.1. have a need to know (and then only to the extent that each such Representative has a need to know) for the purposes of considering, evaluating, negotiating or advancing the Engagement; 3.1.1.2. are aware that the Confidential Information should be kept strictly confidential; and 3.1.1.3. have been directed by the Receiving Party to keep the Confidential Information confidential and have signed a non-disclosure agreement agreeing to keep the Confidential Information confidential, (the "Representatives"); 3.1.2. to take all reasonable steps to protect the Confidential Information and keep it secure from unauthorised persons, adopting reasonable standards of care and safeguards, which care and safeguards shall not be less than the standard of care which a reasonable man would use to protect his own confidential information; 3.1.3. not to use or exploit the Confidential Information for any purpose whatsoever other than strictly in relation to and for the purposes of considering, evaluating, negotiating or advancing the Engagement; 3.1.4. to only make copies of any of the Confidential Information disclosed by the Disclosing Party or made available in terms of this Agreement that are strictly necessary for considering, evaluating, negotiating or advancing the Engagement; 3.1.5. to inform the Disclosing Party immediately if – 3.1.5.1. the Receiving Party becomes aware of, or reasonably suspects there has been, a breach by it or its Representatives of the obligations in this Agreement; or 3.1.5.2. the Receiving Party is required by Applicable Law to disclose the Confidential Information; 3.1.6. upon termination of this Agreement, to return to the Disclosing Party, or destroy, any Confidential Information furnished to it by the Disclosing Party together with all copies, notes and memoranda relating thereto and deliver to the Disclosing Party a certificate signed by the Receiving Party that it has not retained any part thereof and procure that its Representatives takes the aforesaid steps in relation to all Confidential Information received by them; and 3.1.7. not to make any public announcement or discuss any matter with the media or any other third party in relation to the Engagement, except as is required by Applicable Law, ; provided that, to the extent permitted by Applicable Law and time permitting, the Parties shall first consult with each other as to the terms and timing of the disclosure. 3.2. The above undertakings shall not apply to – 3.2.1. Confidential Information which at the time of disclosure by the Disclosing Party is published or is otherwise generally available to the public; 3.2.2. Confidential Information which after disclosure by the Disclosing Party is published or otherwise becomes generally available to the public otherwise than through any breach of this Agreement by the Receiving Party or its Representatives; 3.2.3. Confidential Information which the Receiving Party demonstrates was known by the Receiving Party before the date the Confidential Information is disclosed to it by the Disclosing Party and which the Receiving Party is entitled to freely disclose to third parties; 3.2.4. Confidential Information which the Receiving Party demonstrates was rightfully acquired from others who do not owe a confidentiality obligation to the Disclosing Party; or 3.2.5. subject to clause 3.3 below, Confidential Information which the Receiving Party is required to disclose by Applicable Law. 3.3. In the event that the Receiving Party is required to disclose Confidential Information as contemplated in clause 3.2.5, the Receiving Party will – 3.3.1. advise the Disclosing Party in writing prior to disclosure, if possible; 3.3.2. take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can; 3.3.3. afford the Disclosing Party a reasonable opportunity, if possible, to intervene in the proceedings if it wishes to do so; 3.3.4. comply with the Disclosing Party's reasonable requests as to the manner and terms of such disclosure; and 3.3.5. notify the Disclosing Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it was made. 3.4. The onus shall be on the Receiving Party to demonstrate that the provisions of clause 3.2 apply to the Confidential Information. 3.5. The Receiving Party shall co-operate with the Disclosing Party (at the Disclosing Party’s cost and expense) if the Disclosing Party decides to bring any legal or other proceedings to challenge the validity of a requirement to disclose Confidential Information pursuant to clause 3.2.5.