Common use of Undertakings of the Recipient Clause in Contracts

Undertakings of the Recipient. 3.1 In the context of preparations, the Discloser may disclose Confidential Information to the Recipient. The Recipient agrees to use the Confidential Information solely in connection with purposes contemplated in this Agreement and not to use it for any other purpose or without the prior written consent of the Discloser. 3.2 The Recipient will not disclosure and will keep confidential the information received. 3.3 The Recipient will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit. 3.4 The Recipient will not disclose any Confidential Information received to any third parties, except as otherwise provided for herein. 3.5 The Recipient shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information. 3.6 All Confidential Information disclosed under this Agreement shall be and remain under the property of the Discloser and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the Recipient. Principally, nothing in this Agreement shall be deemed to grant to the Recipient a licence expressly or by implication under any patent, copyright or other intellectual property right. The Recipient hereby acknowledges and confirms that all the existing and future intellectual property rights related to the Confidential Information are exclusive titles of the Discloser. For the sake of clarity based in good faith, the Recipient will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Recipient shall be the sole property of the Discloser. 3.7 The Recipient shall promptly return or destroy all copies (in whatever form reproduced or stored) of the embodied Confidential Information disclosed under this Agreement and all notes and derivatives related to such Confidential Information, upon the earlier of the completion or termination of the dealings contemplated in this Agreement; the termination of this Agreement; or at the time as the Discloser request it to the Recipient. 3.8 Notwithstanding the foregoing, the Recipient may retain such of its documents as required to comply with mandatory law, provided that such Confidentiality Information or copies thereof shall be subject to an indefinite confidentiality obligation. 3.9 In the event that the Recipient is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Discloser of the terms of such disclosure and will collaborate to the extent practicable with the Discloser in order to comply with the order and preserve the confidentiality of the Confidential Information. 3.10 The Recipient agrees that the Discloser will suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Discloser shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such a breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction. 3.11 The Recipient shall immediately notify upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Discloser may wish to take prevent, stop or obtain compensation for such breach or threatened a breach or threatened breach. 3.12 The Confidential Information subject to this Agreement is made available "as such" and no warranties of any kind are granted or implied with respect to the quality of such information including but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness. Further, the Discloser shall not have any liability to the Recipient resulting from any use of the Confidential Information. 3.13 The Discloser is not under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. 3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Discloser and Recipient.

Undertakings of the Recipient. 3.1 In the context of preparationsdiscussions, the Discloser preparations or negotiations, HPartner may disclose Confidential Information to the Recipient. The Recipient agrees to use the Confidential Information solely in connection with purposes contemplated in this Agreement and not to use it for any other purpose or without the prior written consent of the DiscloserHPartner. 3.2 The Recipient will not disclosure disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Recipient will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. Hence the Recipient will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents. 3.3 The Recipient will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit. 3.4 The Recipient will not disclose any Confidential Information received to any third parties, except as otherwise provided for herein. 3.5 The Recipient shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information. 3.6 All Confidential Information disclosed under this Agreement shall be and remain under the property of the Discloser HPartner and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the Recipient. . 3.7 Principally, nothing in this Agreement shall be deemed to grant to the Recipient a licence license expressly or by implication under any patent, copyright or other intellectual property right. The Recipient hereby acknowledges and confirms that all the existing and future intellectual property rights related to the Confidential Information are exclusive titles of the DiscloserHPartner. For the sake of clarity based in good faith, the Recipient will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise Likewise, any modifications and improvements thereof by the Recipient shall be the sole property of the DiscloserHPartner. 3.7 3.8 The Recipient shall promptly return or destroy all copies (in whatever form reproduced or stored) ), including all notes and derivatives of the embodied Confidential Information disclosed under this Agreement and all notes and derivatives related to such Confidential InformationAgreement, upon the earlier of of (i) the completion or termination of the dealings contemplated in this Agreement; ; (ii) or the termination of this Agreement; ; (iii) or at the time as the Discloser may request it to the Recipient. 3.8 3.9 Notwithstanding the foregoing, the Recipient may retain such of its documents as required to comply with mandatory law, provided that such Confidentiality Information or copies thereof shall be subject to an indefinite confidentiality obligation. 3.9 3.10 In the event that the Recipient is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Discloser of the terms of such disclosure and will collaborate to the extent practicable with the Discloser in order to comply with the order and preserve the confidentiality of the Confidential Information. 3.10 3.11 The Recipient agrees that the Discloser will suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Discloser shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such a breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction. 3.11 3.12 The Recipient shall immediately notify upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Discloser may wish to take prevent, stop or obtain compensation for such breach or threatened a breach or threatened breach. 3.12 3.13 The Confidential Information subject to this Agreement is made available "“as such" ” and no warranties of any kind are granted or implied with respect to the quality of such information including but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness. Further, the Discloser shall not have any liability to the Recipient resulting from any use of the Confidential Information. 3.13 3.14 The Discloser is not under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. 3.14 3.15 Nothing in this Agreement obligates either party to disclose Confidential Information, to restrict either party’s use or disclosure of its own Confidential Information, to proceed with any transaction between them, or shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Discloser and Recipient.

Undertakings of the Recipient. 3.1 3.1. In the context of preparationsproviding services under the contract from previous clause, the Discloser may disclose Confidential Information to the Recipient. The Recipient agrees to use the Confidential Information solely in connection with purposes contemplated in this Agreement and not to use it for any other purpose or without the prior written consent of the Discloser. 3.2 3.2. The Recipient will not disclosure disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Recipient will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. Hence the Recipient will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents. 3.3 3.3. The Recipient will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit. 3.4 3.4. The Recipient will not disclose any Confidential Information received to any third parties, except as otherwise provided for herein. 3.5 3.5. The Recipient shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, but not less than with the reasonable care standard. The Recipient shall limit its internal dissemination of the Discloser's Confidential Information to only those of its employees, directors and affiliates having a need to know such Confidential Information in order for the Recipient to carry out the purpose and who have agreed to be bound by the terms of this Agreement. For purposes of this Agreement, Affiliate means any person, partnership, joint venture, cooperation or other form of enterprise domestic or foreign, that controls, is controlled by, or is under common control with a Party to this Agreement. Control means direct or indirect ownership of at least 50 % of the voting stock interest in such person or such relationship as, in fact, constitutes actual control. 3.6 3.6. When Confidential information presents an inside information, it may not be used to directly or indirectly acquire or dispose of securities of the issuer to which that information relates, neither for Recipients own account or for the account of another person nor may inside information be used to recommend another person or induce a person to acquire or dispose of security to which that information relates. 3.7. All Confidential Information disclosed under this Agreement shall be and remain under the property of the Discloser and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the Recipient. Principally, nothing in this Agreement shall be deemed to grant to the Recipient a licence expressly or by implication under any patent, copyright or other intellectual property right. The Recipient hereby acknowledges and confirms that all the existing and future intellectual property rights related to the Confidential Information are exclusive titles of the Discloser. For the sake of clarity based in good faith, the Recipient will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Recipient shall be the sole property of the Discloser. Recipient undertakes not to reverse engineer any objects containing Confidential Information which are transmitted by the Discloser in accordance with this Agreement or otherwise by observing, studying, disassembling or testing the product or object, acquire Confidential Information of the Discloser. 3.7 3.8. The Recipient shall promptly return or destroy all copies (in whatever form reproduced or stored) ), including all notes and derivatives of the embodied Confidential Information disclosed under this Agreement and all notes and derivatives related to such Confidential InformationAgreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time as the Discloser may request it to the Recipient. 3.8 3.9. Notwithstanding the foregoing, the Recipient may retain such of its documents as required to comply with mandatory law, provided that such Confidentiality Information or copies thereof shall be subject to an indefinite confidentiality obligation. 3.9 3.10. In the event that the Recipient is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Discloser of the terms of such disclosure and will collaborate to the extent practicable with the Discloser in order to comply with the order and preserve the confidentiality of the Confidential Information. 3.10 3.11. The Recipient agrees that the Discloser will suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Discloser shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such a breach and, in the event of such breach, an award of actual the Discloser shall be entitled to claim for damages and exemplary damages from any court of competent jurisdictioninterests as remedies for such breach. 3.11 3.12. The Recipient shall immediately notify upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Discloser may wish to take prevent, stop or obtain compensation for such breach or threatened a breach or threatened breach. 3.12 3.13. The Confidential Information subject to this Agreement is made available "as such" and no warranties of any kind are granted or implied with respect to the quality of such information including but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness. Further, the Discloser shall not have any liability to the Recipient resulting from any use of the Confidential Information. 3.13 3.14. The Discloser is not under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. 3.14 Nothing in this Agreement shall be construed to constitute an 3.15. The Parties do not intend that any agency, partnership, joint venture, employment or other similar partnership relationship be created between the Discloser and Recipientthem by this Agreement.