Common use of HANDLING OF CONFIDENTIAL INFORMATION Clause in Contracts

HANDLING OF CONFIDENTIAL INFORMATION. The Company agrees to undertake the following in relation to IHiS’ Confidential Information: to maintain the same in confidence and to use it only for the Purpose and for no other purpose; not to make any commercial use thereof; not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS; not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b); not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS; not to disclose the Confidential Information whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that: such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwise) not to disclose the same or to use the same otherwise than for the Purpose; and the Company shall enforce such obligations at its expense, and to such extent as may be required by IHiS, in the event of a breach thereof that relates to IHiS' Confidential Information; to ensure the compliance to this NDA (including sub-clauses (a) to (f) above) on the part of its Representatives to whom Confidential Information is disclosed; and to apply to the Confidential Information no lesser security measures and degree of care than those which the Company applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company warrants as being adequate protection of such information from unauthorised disclosure, copying or use. The Company, as the principal party, shall be responsible and held liable for any breach of this NDA by any of its Representatives. If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information, unless otherwise agreed by IHiS in writing. The Company shall immediately notify IHiS of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or use. Notwithstanding the foregoing, the Company shall be entitled to make any disclosure of the Confidential Information as required by law, but shall give IHiS not less than TWO (2) business days' notice of such disclosure and shall consult with IHiS prior to such disclosure with a view to avoiding such disclosure, if legally possible.

Appears in 101 contracts

Sources: Non Disclosure Agreement, Non Disclosure Agreement, Non Disclosure Agreement

HANDLING OF CONFIDENTIAL INFORMATION. The Company agrees to undertake the following in relation to IHiS’ CGH’s Confidential Information: to maintain the same in confidence and to use it only for the Purpose and for no other purpose; not to make any commercial use thereof; not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiSCGH; not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b); not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiSCGH; not to disclose the Confidential Information whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that: such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwise) not to disclose the same or to use the same otherwise than for the Purpose; and the Company shall enforce such obligations at its expense, and to such extent as may be required by IHiSCGH, in the event of a breach thereof that relates to IHiS' CGH’s Confidential Information; to ensure the compliance to this NDA (including sub-clauses (a) to (f) above) on the part of its Representatives to whom Confidential Information is disclosed; and to apply to the Confidential Information no lesser security measures and degree of care than those which the Company applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company warrants as being adequate protection of such information from unauthorised disclosure, copying or use. The Company, as the principal party, shall be responsible and held liable for any breach of this NDA by any of its Representatives. If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information, unless otherwise agreed by IHiS CGH in writing. The Company shall immediately notify IHiS CGH of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS CGH may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or use. Notwithstanding the foregoing, the Company shall be entitled to make any disclosure of the Confidential Information as required by law, but shall give IHiS CGH not less than TWO (2) business days' notice of such disclosure and shall consult with IHiS CGH prior to such disclosure with a view to avoiding such disclosure, if legally possible.

Appears in 10 contracts

Sources: Non Disclosure Agreement, Non Disclosure Agreement, Non Disclosure Agreement

HANDLING OF CONFIDENTIAL INFORMATION. The Company agrees to undertake the following in relation to IHiS’ 2.1 COMPANY shall: a) maintain APTIVs Confidential Information: to maintain the same Information in confidence and to use it only for the Purpose and for no other purpose; not to make any commercial use thereof; not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS; not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions shall exercise in Clause 1.1(b); not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS; not to disclose the Confidential Information whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that: such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwise) not to disclose the same or to use the same otherwise than for the Purpose; and the Company shall enforce such obligations at its expense, and to such extent as may be required by IHiS, in the event of a breach thereof that relates to IHiS' Confidential Information; to ensure the compliance to this NDA (including sub-clauses (a) to (f) above) on the part of its Representatives to whom Confidential Information is disclosed; and to apply to the Confidential Information relation thereto no lesser security measures and degree of care than those which the Company COMPANY applies to its own confidential information, whether CONFIDENTIAL INFORMATION or proprietary information of similar natureother, but in no event less than reasonable care, and which the Company COMPANY warrants as being providing adequate protection of such information from unauthorised disclosureagainst unauthorized disclosure or access, copying or use. The Company; b) arrange proper and secure storage for CONFIDENTIAL INFORMATION which is in the form of documents, as papers, computer disks, magnetic tapes or any other tangible form; c) ensure that disclosure of such CONFIDENTIAL INFORMATION is restricted to those of its employees or directors having the principal party, need to know the same for the PURPOSE and COMPANY shall be responsible and held liable for any breach of this NDA by ensure that any of its Representatives. If the Company is uncertain as such employees or directors who have access to whether any information is Confidential InformationCONFIDENTIAL INFORMATION under this AGREEMENT are aware of, the Company shall treat the information as if it was Confidential Informationunderstand, unless otherwise agreed and abide by IHiS in writing. The Company shall immediately notify IHiS of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or usethis AGREEMENT. Notwithstanding the foregoing, COMPANY shall at all times be liable for the Company failure of any director or employee to comply with the terms of this AGREEMENT; d) not disclose the CONFIDENTIAL INFORMATION, in whole or in part, to any third party; e) use the CONFIDENTIAL INFORMATION only for the PURPOSE; f) make no commercial use of the CONFIDENTIAL INFORMATION or any part thereof without the prior written consent of APTIV; and g) not make any press releases or other public announcement with regard to the subject matter hereof or the existence of this AGREEMENT without the prior written consent of APTIV and agreement on the medium, format and content of such press release. 2.2 Copies or reproductions of CONFIDENTIAL INFORMATION shall not be made except to the extent reasonably necessary for the PURPOSE and all copies made shall be entitled the property of APTIV. All CONFIDENTIAL INFORMATION and copies thereof shall be returned to make any disclosure APTIV upon completion of the Confidential Information as required by law, but shall give IHiS not less than TWO (2) business days' notice PURPOSE or within thirty days of such disclosure and shall consult with IHiS prior to such disclosure with receipt of a view to avoiding such disclosure, if legally possiblewritten request from APTIV.

Appears in 5 contracts

Sources: Confidentiality and Non Disclosure Agreement, Confidentiality Agreement, Confidentiality and Non Disclosure Agreement

HANDLING OF CONFIDENTIAL INFORMATION. The Company agrees to undertake the following in relation to IHiS’ AIC’s Confidential Information: to maintain the same in confidence and to use it only for the Purpose and for no other purpose; not to make any commercial use thereof; not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiSAIC; not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b); not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiSAIC; not to disclose the Confidential Information whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that: such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwise) not to disclose the same or to use the same otherwise than for the Purpose; and the Company shall enforce such obligations at its expense, and to such extent as may be required by IHiSAIC, in the event of a breach thereof that relates to IHiS' AIC’s Confidential Information; to ensure the compliance to this NDA (including sub-clauses (a) to (f) above) on the part of its Representatives to whom Confidential Information is disclosed; and to apply to the Confidential Information no lesser security measures and degree of care than those which the Company applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company warrants as being adequate protection of such information from unauthorised disclosure, copying or use. The Company, as the principal party, shall be responsible and held liable for any breach of this NDA by any of its Representatives. If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information, unless otherwise agreed by IHiS AIC in writing. The Company shall immediately notify IHiS I AIC of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS AIC may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or use. Notwithstanding the foregoing, the Company shall be entitled to make any disclosure of the Confidential Information as required by law, but shall give IHiS AIC not less than TWO (2) business days' notice of such disclosure and shall consult with IHiS AIC prior to such disclosure with a view to avoiding such disclosure, if legally possible.

Appears in 5 contracts

Sources: Non Disclosure Agreement, Non Disclosure Agreement, Non Disclosure Agreement

HANDLING OF CONFIDENTIAL INFORMATION. The Company agrees to undertake 2.1 In consideration of the following mutual exchange and disclosure of Confidential Information, each party undertakes in relation to IHiS’ the other party's Confidential Information: : (a) to maintain the same in confidence and to use it only for the Purpose and for no other purpose; purpose and in particular, but without prejudice to the generality of the foregoing: (i) not to make any commercial use thereof; ; (ii) not to use the same for the benefit of itself or of any third (3rd) party other than pursuant to a further agreement with IHiSthe other party; and (iii) not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one (1) of the exceptions in Clause 1.1(b); 1; (b) not to copy, reproduce, reverse engineer reproduce or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS; the Discloser; (c) not to disclose the Confidential Information same whether to its employees or to third (3rd) parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof directors, employees, servants, agents, officers, representatives, consultants, independent contractors and professional advisors who need to know the same for the Purpose and that: : (i) such Representatives directors, employees, servants, agents, officers, representatives, consultants, independent contractors and professional advisors are contractually obliged (whether by their contracts of employment or service, or otherwise) service not to disclose the same or to use same; and (ii) the same otherwise than for the Purpose; and the Company Recipient shall enforce such obligations at its expense, expense and to such extent at the request of the Discloser in so far as may be required by IHiS, in the event of a breach thereof that relates to IHiS' the Discloser's Confidential Information; ; (d) to ensure be responsible for the compliance to this NDA (including performance of sub-clauses (a), (b) to and (fc) above) above on the part of its Representatives employees or directors to whom Confidential Information the same is discloseddisclosed pursuant to sub-clause (c) above; and and (e) to apply to the Confidential Information thereto no lesser security measures and degree of care than those which the Company Recipient applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, nature and which the Company Recipient warrants as being providing adequate protection of such information from unauthorised disclosure, copying or use. 2.2 The Company shall cause its directors, agents, employees, servants, officers, representatives, consultants, independent contractors and professional advisors involved in the Purpose to observe or be similarly bound by the terms of Agreement. The Company, Company as the principal party, party shall be responsible and held liable for any breach of this NDA Agreement by any of its Representatives. If the Company is uncertain as to whether any information is Confidential Informationdirectors, the Company shall treat the information as if it was Confidential Informationagents, unless otherwise agreed by IHiS in writing. The Company shall immediately notify IHiS of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware employees, servants, officers, representatives, consultants, independent contractors and will take all steps which IHiS may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or use. professional advisors. 2.3 Notwithstanding the foregoing, the Company Recipient shall be entitled to make any disclosure required by law of the other party's Confidential Information as required by lawInformation, but shall give IHiS the other party not less than TWO two (2) business days' notice of such disclosure and shall consult with IHiS the Discloser prior to such disclosure with a view to avoiding such disclosure, disclosure if legally possible.

Appears in 3 contracts

Sources: Non Disclosure Agreement, Non Disclosure Agreement, Non Disclosure Agreement

HANDLING OF CONFIDENTIAL INFORMATION. The Company agrees to undertake the following in relation to IHiS’ CGH’s Confidential Information: to maintain the same in confidence and to use it only for the Purpose and for no other purpose; not to make any commercial use thereof; not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiSCGH; not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b); not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiSCGH; not to disclose the Confidential Information whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that: such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwise) not to disclose the same or to use the same otherwise than for the Purpose; and the Company shall enforce such obligations at its expense, and to such extent as may be required by IHiSCGH, in the event of a breach thereof that relates to IHiS' CGH’s Confidential Information; to ensure the compliance to this NDA (including sub-clauses (a) to (f) above) on the part of its Representatives to whom Confidential Information is disclosed; and to apply to the Confidential Information no lesser security measures and degree of care than those which the Company applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company warrants as being adequate protection of such information from unauthorised disclosure, copying or use. The Company, as the principal party, shall be responsible and held liable for any breach of this NDA by any of its Representatives. If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information, unless otherwise agreed by IHiS CGH in writing. The Company shall immediately notify IHiS CGH of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS CGH may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or use. Notwithstanding the foregoing, the Company shall be entitled to make any disclosure of the Confidential Information as required by law, but shall give IHiS CGH not less than TWO two (2) business days' notice of such disclosure and shall consult with IHiS CGH prior to such disclosure with a view to avoiding such disclosure, if legally possible.

Appears in 3 contracts

Sources: Non Disclosure Agreement, Non Disclosure Agreement, Non Disclosure Agreement

HANDLING OF CONFIDENTIAL INFORMATION. The In consideration of the foregoing and the exchange and disclosure of Confidential Information by IHiS, the Company agrees to undertake the following undertakes in relation to IHiS’ Confidential Information: to maintain the same in confidence and to use it only for the Purpose and for no other purpose; not to make any commercial use thereof; not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS; not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b1.1(c); not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS; not to disclose the Confidential Information same whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that: such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwise) service not to disclose the same or to use the same otherwise than for the Purpose; and the Company shall enforce such obligations at its expense, expense and to such extent at the request of IHiS in so far as may be required by IHiS, in the event of a breach thereof that relates to IHiS' Confidential Information; to ensure be responsible for the compliance to this NDA (including performance of sub-clauses (a) to (f) above) above on the part of its Representatives to whom Confidential Information the same is discloseddisclosed pursuant to sub-clause (f) above; and to apply to the Confidential Information disclosed no lesser security measures and degree of care than those which the Company applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company warrants as being providing adequate protection of such information from unauthorised disclosure, copying or use. The Company, Company shall cause its Representatives involved in the Purpose to observe or be similarly bound by the terms of Agreement. The Company as the principal party, party shall be responsible and held liable for any breach of this NDA Agreement by any of its Representatives. If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information, Information and not being in the public domain unless otherwise agreed by and until IHiS agrees in writingwriting that the information is in the public domain. The Company shall immediately notify IHiS of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or use. Notwithstanding the foregoing, the Company shall be entitled to make any disclosure of the Confidential Information as required by law, but shall give IHiS not less than TWO two (2) business days' notice of such disclosure and shall consult with IHiS prior to such disclosure with a view to avoiding such disclosure, disclosure if legally possible.

Appears in 2 contracts

Sources: Non Disclosure Agreement, Non Disclosure Agreement

HANDLING OF CONFIDENTIAL INFORMATION. The 3.1 In consideration of the foregoing and the exchange and disclosure of Confidential Information by CGH, the Company agrees to undertake the following undertakes in relation to IHiS’ CGH’s Confidential Information: : (a) to maintain the same in confidence and to use it only for the Purpose and for no other purpose; ; (b) not to make any commercial use thereof; ; (c) not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS; CGH; (d) not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b1.1(c); ; (e) not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS; CGH; (f) not to disclose the Confidential Information same whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that: : (i) such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwise) service not to disclose the same or to use the same otherwise than for the Purpose; and and (ii) the Company shall enforce such obligations at its expense, expense and to such extent at the request of CGH in so far as may be required by IHiS, in the event of a breach thereof that relates to IHiS' CGH's Confidential Information; ; (g) to ensure be responsible for the compliance to this NDA (including performance of sub-clauses (a) to (f) above) above on the part of its Representatives to whom Confidential Information the same is discloseddisclosed pursuant to sub-clause (f) above; and and (h) to apply to the Confidential Information disclosed no lesser security measures and degree of care than those which the Company applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company warrants as being providing adequate protection of such information from unauthorised disclosure, copying or use. 3.2 The Company shall cause its Representatives involved in the Purpose to observe or be similarly bound by the terms of Agreement. The Company, Company as the principal party, party shall be responsible and held liable for any breach of this NDA Agreement by any of its Representatives. . 3.3 If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information, Information and not being in the public domain unless otherwise agreed by IHiS and until CGH agrees in writing. writing that the information is in the public domain. 3.4 The Company shall immediately notify IHiS CGH of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS CGH may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or use. . 3.5 Notwithstanding the foregoing, the Company shall be entitled to make any disclosure of the Confidential Information as required by law, but shall give IHiS CGH not less than TWO two (2) business days' notice of such disclosure and shall consult with IHiS CGH prior to such disclosure with a view to avoiding such disclosure, disclosure if legally possible.

Appears in 1 contract

Sources: Non Disclosure Agreement

HANDLING OF CONFIDENTIAL INFORMATION. The Company agrees to undertake 2.1 In consideration of the following in relation to IHiS’ mutual exchange and disclosure of Confidential Information: , the Receiving Party undertakes to the Disclosing Party in respect of the Disclosing Party's Confidential Information and the existence of this Agreement and the Proposed Project: (a) to maintain the same in confidence and confidence; (b) to use it only for the Permitted Purpose and for no other purpose; purpose whatsoever and in particular, but without prejudice to the generality of the foregoing: (i) not to make any commercial use thereofof it; and (ii) not to use or exploit the same for the benefit of itself itself, or of any third party party; (c) other than pursuant to a this Agreement or any further agreement with IHiS; not to use written agreement(s) that the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available Parties may enter into relating to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b); Proposed Project; (d) not to copy, reproduce, reverse engineer reproduce or reduce to writing any part thereof of the Confidential Information except as may be reasonably necessary for the Permitted Purpose and that for the avoidance of doubt, any copies, reproductions or reductions to writing so made shall be the property of IHiS; the Disclosing Party; (e) not to incorporate any of the Confidential Information into any of its/his own documentation or records except as may be necessary for the Permitted Purpose; (f) not to disclose the Confidential Information whether it to its employees or to third parties except in confidence any other Person except: (i) to such of its Group Companies and its and their Representatives who in so far as they have been informed of the confidential nature thereof and who a reasonable need to know or see the same for the Purpose Permitted Purposes; or (ii) with the prior written consent of the Disclosing Party; (g) provided that, in each case, the Receiving Party shall procure that such Persons are bound by confidentiality obligations with the Receiving Party at least as protective of the Confidential Information as those set out in this Agreement and that: such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwise) not to disclose the same or to use the same otherwise than for the Purpose; and the Company shall enforce such obligations (at its expense, and to such extent as may be required by IHiS, in the event of a breach thereof that relates to IHiS' Confidential Information; to ensure Receiving Party’s cost) for the compliance to this NDA Disclosing Party’s benefit; (including sub-clauses (ah) to (f) above) on the part of its Representatives to whom Confidential Information is disclosed; and to apply to the Confidential Information no lesser security measures and degree of care than those which the Company Receiving Party applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, (and which the Company warrants as being adequate protection of such information from unauthorised disclosure, copying or use. The Company, as the principal party, shall be responsible and held liable for any breach of this NDA by any of its Representatives. If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential InformationInformation with a reasonable degree of care and maintain reasonable security measures against theft, unless otherwise agreed by IHiS in writing. The Company shall immediately notify IHiS of any and unauthorised disclosure access or use of the Confidential Information of which even if it applies a lower standard to its own confidential information). For these purposes the Company becomes aware and will take all steps which IHiS may require in relation Receiving Party undertakes not to such unauthorised disclosure or use, transfer or to prevent further unauthorised disclosure or use. Notwithstanding the foregoing, the Company shall be entitled to make store any disclosure part of the Confidential Information in an externally accessible computer or electronic information retrieval system or to transmit the Confidential Information outside the Receiving Party’s usual place of business, however this shall not prevent the use of secure remote access to its systems that contain Confidential Information; (i) in relation to the compliance with sub- clauses (a) to (g) above inclusive, to be liable to the Disclosing Party for the acts and omissions of any Persons to whom Confidential information is disclosed pursuant to sub-clause (f), as required by law, but shall give IHiS not less than TWO (2) business days' notice if the acts and omissions of such disclosure Persons were the acts and shall consult with IHiS prior to such disclosure with a view to avoiding such disclosure, if legally possibleomissions of the Receiving Party.

Appears in 1 contract

Sources: Confidentiality Agreement

HANDLING OF CONFIDENTIAL INFORMATION. The Company agrees to undertake In consideration of the following mutual exchange and disclosure of Confidential Information, each party undertakes in relation to IHiS’ the other party’s Confidential Information: : (a) to maintain the same in confidence and to use it only for the Purpose and for no other purpose; purpose and in particular, but without prejudice to the generality of the foregoing, (i) not to make any commercial use thereof; thereof (ii) not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS; the other party and (iii) not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including including, without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b); clause 1; (b) not to copy, reproduce, reverse engineer copy reproduce or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, copies reproductions or reductions to writing so made shall be the property of IHiS; the disclosing party; (c) not to disclose the Confidential Information same whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and employees, directors or contractors who need to know the same for the Purpose and that: that (i) such Representatives employees, directors and contractors are contractually obliged (whether by their contracts of employment or service, or otherwise) services not to disclose the same or to use same, and (ii) the same otherwise than for the Purpose; and the Company receiving party shall enforce such obligations at its expense, expense and to such extent at the request of the disclosing party in so far as may be required by IHiS, in the event of a breach thereof that relates to IHiS' the disclosing party’s Confidential Information; ; (d) to ensure be responsible for the compliance to this NDA (including performance of sub-clauses clause (a), (b) to and (fc) above) above on the part of its Representatives employees or directors to whom Confidential Information the same is discloseddisclosed pursuant to sub-clause (c) above; and and (e) to apply to the Confidential Information thereto no lesser security measures and degree of care than those which the Company receiving party applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company receiving party warrants as being providing adequate protection of such information from unauthorised disclosure, copying or use. The Company, as the principal party, shall be responsible and held liable for any breach of this NDA by any of its Representatives. If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information, unless otherwise agreed by IHiS in writing. The Company shall immediately notify IHiS of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or use. Notwithstanding the foregoing, the Company receiving party shall be entitled to make any disclosure required by law of the other party’s Confidential Information as required by lawInformation, but shall give IHiS the other party not less than TWO (2) two business days' notice of such disclosure and shall consult with IHiS the disclosing party prior to such disclosure with a view to avoiding such disclosure, disclosure if legally possible.

Appears in 1 contract

Sources: Confidentiality Agreement

HANDLING OF CONFIDENTIAL INFORMATION. The Company agrees to undertake In consideration of the following mutual exchange and disclosure of Confidential Information, each party undertakes in relation to IHiS’ the other party's Confidential Information: : (a) to maintain the same in confidence and to use it only for the Purpose and for no other purpose; purpose and in particular, but without prejudice to the generality of the foregoing, (i) not to make any commercial use thereof; thereof (ii) not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS; the other party and (iii) not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including including, without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b); clause 1; (b) not to copy, reproduce, reverse engineer copy reproduce or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, copies reproductions or reductions to writing so made shall be the property of IHiS; the disclosing party; (c) not to disclose the Confidential Information same whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and employees, directors or contractors who need to know the same for the Purpose and that: that (i) such Representatives employees, directors and contractors are contractually obliged (whether by their contracts of employment or service, or otherwise) services not to disclose the same or to use same, (ii) the same otherwise than for the Purpose; and the Company receiving party shall enforce such obligations at its expense, expense and to such extent at the request of the disclosing party in so far as may be required by IHiS, in the event of a breach thereof that relates to IHiS' the disclosing party's Confidential Information; ; (d) to ensure be responsible for the compliance to this NDA (including performance of sub-clauses clause (a), (b) to and (fc) above) above on the part of its Representatives employees or directors to whom Confidential Information the same is discloseddisclosed pursuant to sub-clause (c) above; and and (e) to apply to the Confidential Information thereto no lesser security measures and degree of care than those which the Company receiving party applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company receiving party warrants as being providing adequate protection of such information from unauthorised disclosure, copying or use. The Company, as the principal party, shall be responsible and held liable for any breach of this NDA by any of its Representatives. If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information, unless otherwise agreed by IHiS in writing. The Company shall immediately notify IHiS of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or use. Notwithstanding the foregoing, the Company receiving party shall be entitled to make any disclosure required by law of the other party's Confidential Information as required by lawInformation, but shall give IHiS the other party not less than TWO (2) two business days' notice of such disclosure and shall consult with IHiS the disclosing party prior to such disclosure with a view to avoiding such disclosure, disclosure if legally possible.

Appears in 1 contract

Sources: Mutual Non Disclosure Agreement

HANDLING OF CONFIDENTIAL INFORMATION. The Company agrees to undertake In consideration of the following delivery and/or exchange and/or disclosure of CONFIDENTIAL INFORMATION, the USER undertakes in relation to IHiS’ Confidential Information: the CEREAL DOCKS’s CONFIDENTIAL INFORMATION: a) to keep all the CONFIDENTIAL INFORMATION secret; b) to use the CONFIDENTIAL INFORMATION only for the PURPOSE; in particular not to replicate, not to modify, not to destroy, not to copy the CONFIDENTIAL INFORMATION if not necessary for the PURPOSE; c) to maintain the same in confidence and to use it only for the Purpose PURPOSE and for no other purpose; purpose and in particular, but without prejudice to the generality of the foregoing, not to make any commercial use thereof; not to thereof or use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS; not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b); not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS; not to disclose the Confidential Information whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that: such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwiseother PARTY; d) not to disclose any part thereof to another person; e) to notify the same disclosing PARTY immediately of any breach or to use potential breach of the same otherwise than for the Purpose; previous obligations imposed by this AGREEMENT (including any written undertaking with a third party), and the Company shall enforce such obligations at its expenseexpense and at the request of the disclosing PARTY in so far as breach of such obligations relates to the disclosing PARTY 's CONFIDENTIAL INFORMATION; f) to keep all the CONFIDENTIAL INFORMATION separate from all other documents and materials (and to the extent any CONFIDENTIAL INFORMATION is stored or held electronically, ensure that adequate security systems are in place to prevent unauthorized access), and at the receiving PARTY 's usual places of business; g) to such extent only disclose the CONFIDENTIAL INFORMATION to its employees, directors or advisers as may are strictly necessary for the PURPOSE and to be required by IHiS, in responsible for the event performance of a breach thereof that relates to IHiS' Confidential Information; to ensure the compliance to this NDA (including sub-clauses (a) to (f) above) above on the part of its Representatives employees, directors or advisers to whom Confidential Information the CONFIDENTIAL INFORMATION is disclosed; and ; h) without prejudice to the foregoing, to apply to the Confidential Information other PARTY 's CONFIDENTIAL INFORMATION no lesser security measures and degree of care than those which the Company receiving PARTY applies to its own confidential or proprietary information information. With reference to the disclosure of similar nature, but in CONFIDENTIAL INFORMATION: i. no event less than reasonable care, proprietary rights are conferred to the receiving PARTY and which is only for the Company warrants as being adequate protection of such information from unauthorised disclosure, copying or use. The Company, as the principal party, shall be responsible and held liable for any breach PURPOSE of this NDA AGREEMENT; ii. no license is hereby granted directly or indirectly by either PARTY to the other PARTY under any of its Representatives. If the Company is uncertain as to whether any information is Confidential Informationpatent, the Company shall treat the information as if it was Confidential Informationtrade mark, unless otherwise agreed by IHiS in writing. The Company shall immediately notify IHiS of any unauthorised disclosure copyright or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS may require in relation to such unauthorised disclosure or useother intellectual property right now held by, or which may be obtained by, or which is or may be licensable by it. iii. neither PARTY will be under any obligation to prevent further unauthorised disclosure enter into any proposed transaction or useother agreement with the other PARTY; iv. Notwithstanding the foregoingreceiving PARTY shall not reverse engineer or perform any test other than such tests as may be necessary for the PURPOSE, or as may otherwise be expressly agreed in writing by the Company shall be entitled to make any disclosure of the Confidential Information as required by law, but shall give IHiS not less than TWO (2) business days' notice of such disclosure and shall consult with IHiS prior to such disclosure with a view to avoiding such disclosure, if legally possibledisclosing PARTY.

Appears in 1 contract

Sources: Confidentiality Agreement

HANDLING OF CONFIDENTIAL INFORMATION. 2.1. The Company agrees to undertake the following in relation to IHiS’ Confidential Information: to Receiving Party shall maintain the same other Party's Confidential Information in confidence and to use it only for the Purpose and for no other purpose; not to make any commercial use thereof; not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS; not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions shall exercise in Clause 1.1(b); not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS; not to disclose the Confidential Information whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that: such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwise) not to disclose the same or to use the same otherwise than for the Purpose; and the Company shall enforce such obligations at its expense, and to such extent as may be required by IHiS, in the event of a breach thereof that relates to IHiS' Confidential Information; to ensure the compliance to this NDA (including sub-clauses (a) to (f) above) on the part of its Representatives to whom Confidential Information is disclosed; and to apply to the Confidential Information relation thereto no lesser security measures and degree of care than those which the Company Receiving Party applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and Confidential Information which the Company Receiving Party warrants as being providing adequate protection of such information from against unauthorised disclosure, copying or use. 2.2. The CompanyParties acknowledge that the other Parties’ Confidential Information is a valuable, as the principal party, shall be responsible special and held liable for any breach of this NDA by any of its Representatives. If the Company is uncertain as unique asset proprietary to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information, unless otherwise agreed by IHiS in writingsuch Party. 2.3. The Company shall immediately notify IHiS Parties agree that where they are the Receiving Party they will not, during the course of any unauthorised disclosure their association with one another insofar as are pertinent to the purpose of such exchange (or use of association arising therefrom), or for the Term set out in clause 11, whichever is the longer, disclose the Confidential Information of which the Company becomes aware Disclosing Party received by the Receiving Party, to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, save in accordance with the provisions of this Agreement. For avoidance of doubt, in this Agreement “third party” means any party other than the Parties identified in this Agreement (their holding and subsidiary companies, employees or agents who shall be deemed to be bound by the provisions of this Agreement). 2.4. The Parties agree that where they are the Receiving Party they will take all steps which IHiS may require in relation not, during the course of their association with one another insofar as are pertinent to the purpose of such unauthorised disclosure exchange (or useassociation arising therefrom), or for the Term set out in clause 11, whichever is the longer, use the Confidential Information of the Disclosing Party received by the Receiving Party, for their personal gain in any way other than for its intended purpose. 2.5. Notwithstanding anything to the contrary contained in this Agreement the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its professional advisors, directors, agents, consultants and employees only on a strictly need-to-know basis: provided that the Receiving Party takes whatever steps are reasonably necessary to procure that such professional advisors, directors, agents, consultants and employees agree to abide by the terms of this Agreement to prevent further the unauthorised disclosure or use. Notwithstanding the foregoing, the Company shall be entitled to make any disclosure of the Confidential Information to third parties 2.6. The Receiving Party agrees: 2.6.1. not to utilise, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose except as required permitted under this Agreement without the prior written consent of the Disclosing Party; 2.6.2. that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by law, but the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 2.6.3. that copies or reproductions of Confidential Information shall give IHiS not less than TWO (2) business days' notice be made except to the extent reasonably necessary to carry out the Permitted purpose and all copies made shall be the property of such disclosure and shall consult with IHiS prior to such disclosure with a view to avoiding such disclosure, if legally possiblethe Disclosing Party.

Appears in 1 contract

Sources: Confidentiality and Non Disclosure Agreement

HANDLING OF CONFIDENTIAL INFORMATION. The Company agrees to undertake the following in relation to IHiS’ Confidential Information: to maintain the same in confidence and to use it only for the Purpose and for no other purpose; not to make any commercial use thereof; not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS; not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b); not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS; not to disclose the Confidential Information whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that: such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwise) not to disclose the same or to use the same otherwise than for the Purpose; and the Company shall enforce such obligations at its expense, and to such extent as may be required by IHiS, in the event of a breach thereof that relates to IHiS' Confidential Information; to ensure the compliance to this NDA (including sub-clauses (a) to (f) above) on the part of its Representatives to whom Confidential Information is disclosed; and to apply to the Confidential Information no lesser security measures and degree of care than those which the Company applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company warrants as being adequate protection of such information from unauthorised disclosure, copying or use. The Company, as the principal party, shall be responsible and held liable for any breach of this NDA by any of its Representatives. If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information, unless otherwise agreed by IHiS in writing. The Company shall immediately notify IHiS of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or use. Notwithstanding the foregoing, the Company shall be entitled to make any disclosure of the Confidential Information as required by law, but shall give IHiS not less than TWO two (2) business days' notice of such disclosure and shall consult with IHiS prior to such disclosure with a view to avoiding such disclosure, if legally possible.

Appears in 1 contract

Sources: Non Disclosure Agreement

HANDLING OF CONFIDENTIAL INFORMATION. The 3.1 In consideration of the foregoing and the exchange and disclosure of Confidential Information by IHiS, the Company agrees to undertake the following undertakes in relation to IHiS’ Confidential Information: : (a) to maintain the same in confidence and to use it only for the Purpose and for no other purpose; ; (b) not to make any commercial use thereof; ; (c) not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS; ; (d) not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b1.1(c); ; (e) not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS; ; (f) not to disclose the Confidential Information same whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that: : (i) such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwise) service not to disclose the same or to use the same otherwise than for the Purpose; and and (ii) the Company shall enforce such obligations at its expense, expense and to such extent at the request of IHiS in so far as may be required by IHiS, in the event of a breach thereof that relates to IHiS' Confidential Information; ; (g) to ensure be responsible for the compliance to this NDA (including performance of sub-clauses (a) to (f) above) above on the part of its Representatives to whom Confidential Information the same is discloseddisclosed pursuant to sub-clause (f) above; and and (h) to apply to the Confidential Information disclosed no lesser security measures and degree of care than those which the Company applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company warrants as being providing adequate protection of such information from unauthorised disclosure, copying or use. 3.2 The Company shall cause its Representatives involved in the Purpose to observe or be similarly bound by the terms of Agreement. The Company, Company as the principal party, party shall be responsible and held liable for any breach of this NDA Agreement by any of its Representatives. . 3.3 If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information, Information and not being in the public domain unless otherwise agreed by and until IHiS agrees in writing. writing that the information is in the public domain. 3.4 The Company shall immediately notify IHiS of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or use. . 3.5 Notwithstanding the foregoing, the Company shall be entitled to make any disclosure of the Confidential Information as required by law, but shall give IHiS not less than TWO two (2) business days' notice of such disclosure and shall consult with IHiS prior to such disclosure with a view to avoiding such disclosure, disclosure if legally possible.

Appears in 1 contract

Sources: Non Disclosure Agreement