Confidentiality and Use. In accordance with Article 3(7) of the IGA, all information exchanged pursuant to the IGA is subject to the confidentiality and other protections provided for in the Convention (hereinafter “Confidentiality Protections”), including the provisions limiting the use of the information exchanged. The Competent Authorities intend to maintain appropriate safeguards and infrastructure as described in Article 3(8) of the IGA (“Data Safeguards”).
Confidentiality and Use. In accordance with Article 3(7) of the IGA, all information exchanged pursuant to the IGA is subject to the confidentiality and other protections provided for in Article 9 of the IGA (“Confidentiality Protections”), including the provisions limiting the use of the information exchanged. The Competent Authorities intend to implement or continue to practice, as applicable, administrative policies and practices to protect the confidentiality of information exchanged, consistent with the 2012 Joint OECD/Global Forum Keeping it Safe Guide, currently found at http://xxx.xxxx.xxx/tax/transparency/final%20Keeping%20it%20Safe%20with% 20cover.pdf.
Confidentiality and Use. (a) All Confidential Information shall be maintained in confidence by the Receiving Party, which shall use the same degree of care, but no less than a reasonable degree of care, in handling and safeguarding Confidential Information that it uses in handling and safeguarding its own confidential information. Except as otherwise expressly provided in this Agreement, the Receiving Party shall not disclose to any third party the Disclosing Party’s Confidential Information without the prior written consent of the Disclosing Party. The Receiving Party shall not use the Disclosing Party’s Confidential Information for any purpose other than the Purpose. The Parties recognize that if, after fulfilling the Purpose, they decide to collectively pursue a business transaction or relationship together, then a new or amended confidentiality agreement would be required between the Parties unless otherwise mutually agreed at the time.
(b) Access to and use of Confidential Information shall be restricted to those employees and persons within the Receiving Party’s organization, including its affiliates and consultants, who (1) have a need to use the information to fulfill the Purpose and (2) are subject to a non-disclosure or confidentiality obligations pursuant to employment or engagement which are no less stringent than this Agreement (collectively, “Representatives”); provided, however, that a disclosure of Confidential Information by a Receiving Party’s Representative shall be deemed under this Agreement a disclosure by the Receiving Party itself, and the Receiving Party shall be responsible for any violations of this Agreement by its Representatives. The Receiving Party shall inform such Representatives of the confidential nature of the Confidential Information.
(c) If a court or administrative body of competent jurisdiction or a government agency with jurisdiction over the Receiving Party legally requires the disclosure of Confidential Information, to the extent legally permitted to do so, the Receiving Party shall notify the Disclosing Party prior to disclosing Confidential Information and shall (at the Disclosing Party’s cost) cooperate with the Disclosing Party if the Disclosing Party elects to legally contest, request confidential treatment, or otherwise avoid such disclosure. In the event that no protective order or other remedy is obtained, then the Receiving Party may disclose only that portion of the Confidential Information which the Receiving Party is advised b...
Confidentiality and Use. Subject to Section 2 of this Agreement, Reviewer agrees to keep confidential the Evaluation Material and shall disclose such information only to its agents and those personnel at Reviewer and its agents who have a need to know such information for performance of the Services, and shall use such Evaluation Material solely for the purpose of performing its Services. Reviewer will be responsible for any breach of this Agreement by its personnel and Reviewer’s agents and any employee of Reviewer’s agents.
Confidentiality and Use. (a) Each Party agrees not to use any Confidential Information of the other Party for any purpose except to evaluate and engage in discussions concerning the Agreement or to carry out such parties rights or obligations under the Agreement.
(b) Each Party agrees not to disclose any Confidential Information of the other Party, except that, subject to Section (d) below, a Receiving Party may disclose the Disclosing Party’s Confidential Information to those employees of the Receiving Party who have a need to know such information in order to carry out such Party’s rights or obligations under the Agreement.
(c) If a Receiving Party is required by Law to make any disclosure that is prohibited or otherwise constrained by this Agreement, the Receiving Party will provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate relief. Subject to the foregoing sentence, such Receiving Party may only furnish that portion of the Confidential Information that the Receiving Party is legally compelled or is otherwise legally required to disclose; provided, however, that the Receiving Party provides such assistance as the Disclosing Party may reasonably request in obtaining such order or other relief.
(d) Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody the other Party’s Confidential Information.
Confidentiality and Use. You must hold all of the Confidential Information in strict confidence. Without limiting the generality of this obligation, you must NOT directly or indirectly do any of the following:
(a) disclose, make available, or provide or permit access to or use of, any Confidential Information to ANY other party (including, but not limited to, any third party contractor) for any purpose. The ONLY exception is that you may permit those of your employees who need to know that Confidential Information for the Authorized Use(s) indicated above. This exception only applies after you have fully informed those employees of, and required those employees to fully comply with, the Policies. You will be fully liable to the Requester and MTO for any failure of your employees to fully comply with the Policies. Future Policies will be considered to have been “issued” by MTO or the Requester when you are notified in writing of those Policies;
(b) make any full or partial copies (in any format or media) of any of the Confidential Information (other than copies necessary to carry out the Authorized Use(s)); or
(c) use any of the Confidential Information for any purpose other than the Authorized Use(s). To avoid any doubt, you must never access, use or disclose any of the Confidential Information for any reasons that do not meet both of the above requirements, such as for personal reasons (e.g. looking up someone’s address for a friend).
Confidentiality and Use. As a condition to being provided with any disclosure of or access to Confidential Information, the Customer shall:
i. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
ii. except as may be permitted by and subject to its compliance with Section 6(D), not disclose or permit access to Confidential Information other than to its employees and independent contractors (collectively, “Representatives”) who: (1) need to know such Confidential Information for purposes of the Customer’s exercise of its rights or performance of its obligations under and in accordance with this Agreement, (2) have been informed of the confidential nature of the Confidential Information and Customer’s obligations under this Section 6(C)(ii), and (3) are bound by written confidentiality and restricted use obligations as protective of the Confidential Information as the terms set forth in this Section 6(C)(ii);
iii. safeguard the Confidential Information from unauthorized use, access or disclosure using its best efforts to protect the confidentiality of all Confidential Information or at least the degree of care it uses to protect its own sensitive information;
iv. ensure its Representatives’ compliance, and be responsible and liable for any of its Representatives’ non-compliance, with the terms of this Section 6; and
v. immediately notify Company in writing or electronically within three (3) days of any unauthorized access, possession or use of Company’s Confidential Information of which it may become aware and, if possible, immediately terminate the unauthorized use of the Confidential Information.
Confidentiality and Use. Service Provider agrees (i) to maintain the confidentiality of all BC Data and to safeguard BC Data from unauthorized access; (ii) to use the BC Data solely for the purpose of performing the Services; (iii) to limit disclosure of and access to the information solely to Service Provider employees who need to access the information to perform the Services; (iv) to inform these employees of their obligation under this Addendum to maintain the confidentiality of BC Data; and (v) to not disclose any BC Data to a third party, except as strictly necessary to perform the Services under the Agreement or otherwise required by law, but only after reasonable prior notice to BC. Other than as required to perform the Services or its obligations under the Agreement, Service Provider shall not contact any individual associated with BC directly through email or other means, nor shall Service Provider cooperate in any way to permit any third party make such contact. Within 60 days of termination of the Agreement, Service Provider shall destroy the BC Data or, if BC requests within this 60 day period, return the BC Data to BC.
Confidentiality and Use. In recognition of the acknowledged importance and sensitivity of the Trade Secrets to which the Employee has access, the Employee agrees that during the Employee’s term of employment with the Corporation and forever following the termination of his employment with the Corporation for any reason, with or without cause or voluntarily, the Employee shall not, directly or indirectly, sell, alienate, transfer, assign or divulge any of the Trade Secrets of the Corporation or the Subsidiary to any past, present or potential customer or competitor of the Corporation, nor shall the Employee use the Trade Secrets of the Corporation or the Subsidiary for his own benefit or for the benefit of any person or entity with whom he is employed or has an economic interest.
Confidentiality and Use. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
i. not access or use, or permit the access or use of, Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this XXXX;
ii. except as may be permitted by and subject to its compliance with Section 10.d below, not disclose or permit access to Confidential Information other than to its attorneys, accountants, and other representatives who: (1) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this XXXX; (2) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this XXXX; and (3) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this XXXX; and
iii. safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its own sensitive information and, in no event, less than a reasonable degree of care.
