HANDLING OF CONFIDENTIAL INFORMATION. 2.1 The Proper Use to which ▇▇▇▇ Solutions may put Confidential Information from Tenderer shall be limited to: (i) the evaluation of whether to enter into a contract with Tenderer or an affiliate of Tenderer for the purchase or other form of acquisition of goods and/or services; (ii) for inclusion within bids or tenders prepared by ▇▇▇▇ Solutions to its clients; and (iii) disclosure to and discussion with clients with whom ▇▇▇▇ Solutions is in a tendering situation.. ▇▇▇▇ Solutions will use reasonable efforts to ensure such clients are bound by appropriate confidentiality terms similar to the provisions of this Agreement. 2.2 The Proper Use to which Tenderer may put Confidential Information from ▇▇▇▇ Solutions shall be limited to (i) the preparation of an offer to ▇▇▇▇ Solutions for the supply of goods and/or services; and/or (ii) for the purposes of any clarifications of such offer and/or negotiation of a purchase order, contract, or other agreement with ▇▇▇▇ Solutions; and/or (iii) disclosure of Confidential Information to suppliers and/or subcontractors, in accordance with (i) and (ii) of this Article, Provided Tenderer ensure terms identical to this Agreement are in place prior to disclosing Confidential Information. 2.3 The Parties undertake in respect of Confidential Information to: (a) hold such Confidential Information in confidence and not exploit it commercially, or use it for acquiring intellectual property rights; and (b) use such Confidential Information only for the Proper Use; and (c) permit access to such Confidential Information only to such of its employees and consultants as need such Confidential Information for the Proper Use and who have been informed of the Confidential nature of the Information and who are bound to confidentiality by their employment agreements or otherwise on similar terms and conditions. 2.4 The Parties shall exercise no less a degree of care in protecting the confidentiality of Confidential Information as that which it uses to protect its own information of like sensitivity and importance and in no case shall the degree of care be less than is reasonable. 2.5 The Parties shall neither use nor duplicate the Confidential Information, in whole or in part, for any purpose other than for the Proper Use without the prior written consent of the other Party. All copies shall on reproduction contain the same confidential notices and legends as appear on the original Confidential Information 2.6 Any Confidential Information (and copies thereof) disclosed to the Receiving Party shall remain the property of the Providing Party and shall be destroyed or returned immediately upon request by the Providing Party, with the exception of electronic copies stored in an archival system. 2.7 If the Receiving Party becomes aware of any unauthorized disclosure concerning Confidential Information, it shall immediately inform the Providing Party and they shall seek to find a remedy to the situation and prevent its further unauthorized use. 2.8 This Agreement shall not be construed as granting to the Receiving Party hereunder, a license to any Confidential Information or under any inventions, patents, trademarks, or know-how now or hereafter owned or controlled by the Providing Party. 2.9 To the extent that the disclosure relates to the Proper Use, the Parties acknowledge that any Confidential Information provided by or to either Party’s Affiliate or subsidiary shall be subject to the provisions of this Agreement.
Appears in 4 contracts
Sources: Confidentiality Agreement, Confidentiality Agreement, Confidentiality Agreement
HANDLING OF CONFIDENTIAL INFORMATION. 2.1 The Proper Use Subject with respect to which ▇▇▇▇ Solutions may put Confidential Information from Tenderer shall be limited to: (i) the evaluation of whether to enter into a contract with Tenderer or an affiliate of Tenderer for the purchase or other form of acquisition of goods and/or services; (ii) for inclusion within bids or tenders prepared by ▇▇▇▇ Solutions to its clients; and (iii) disclosure to and discussion with clients with whom ▇▇▇▇ Solutions is in a tendering situation.. ▇▇▇▇ Solutions will use reasonable efforts to ensure such clients are bound by appropriate confidentiality terms similar to the provisions of this Agreement.
2.2 The Proper Use to which Tenderer may put Confidential Information from ▇▇▇▇ Solutions shall be limited to (i) the preparation of an offer to ▇▇▇▇ Solutions for the supply of goods and/or services; and/or (ii) for the purposes of any clarifications of such offer and/or negotiation of a purchase order, contract, or other agreement with ▇▇▇▇ Solutions; and/or (iii) disclosure of Loan Confidential Information to suppliers and/or subcontractorsServicer’s rights under Section 2.01(b), in accordance with (i) and (ii) of this Article, Provided Tenderer ensure terms identical to this Agreement are in place prior to disclosing Confidential Information.
2.3 The Parties undertake in respect of Confidential Information toRecipient shall:
(a) hold Confidential Information in the strictest confidence and use such Confidential Information solely (i) to fulfill its obligations hereunder or (ii) with respect to Loan Confidential Information held by or on behalf of Indenture Trustee, as is reasonably necessary to establish, maintain and enforce Indenture Trustee’s rights with respect to any Loans, subject to Section 6.3;
(b) disclose Confidential Information only to: (i) those personnel and third-party service providers of Recipient who need to receive such Confidential Information in confidence connection with one or more of the permitted uses contemplated by this Agreement and not exploit it commerciallythe Servicing Agreement; (ii) to the extent disclosure is required by Applicable Law or other legal process or requested or demanded by any Regulatory Authority; (iii) in connection with the exercise or enforcement of any right or remedy under this Agreement, in connection with any litigation or other proceeding to which Recipient is a party or bound, or use it to the extent necessary to respond to public statements or disclosures by Discloser referring to Indenture Trustee; (iv) in the case of Indenture Trustee, to Indenture Trustee’s respective officers, directors, agents, employees, accountants, legal counsel or other advisors (and Indenture Trustee agrees to be liable for acquiring intellectual property rightsany act or omission in breach of this Article VI by the foregoing parties); (v) any subsequent purchaser or potential purchaser of any Loans, and to any actual or potential lender, investor or other financing source, and any trustee, administrator or agent acting on behalf of any lender or other financing source; provided, that Recipient must: (A) inform any such personnel or service provider of the confidential nature of such Confidential Information; (B) take commercially reasonable steps to ensure that any such personnel and service providers do not violate the provisions of this Article VI; (C) immediately notify Discloser if Recipient has reason to believe any such personnel or service provider has violated or intends to violate the provisions of this Article VI; and (D) provided, further, that Recipient will be liable for any acts or omissions of any such service provider or any Recipient personnel in breach of this Article VI;
(c) not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects embodying Confidential Information;
(d) not make any copies of Confidential Information unless previously authorized in writing by Discloser, except that Indenture Trustee may make copies of Loan Confidential Information, subject to Section 6.03;
(e) if authorized to make copies of Confidential Information, reproduce on such copies any proprietary rights and/or confidentiality notices appearing on the original Confidential Information in the same manner as on the original; and
(bf) use such Confidential Information only for its commercially reasonable efforts to protect and maintain the Proper Use; and
(c) permit access to such Confidential Information only to such of its employees and consultants as need such Confidential Information for the Proper Use and who have been informed confidentiality of the Confidential nature of Information, which protections shall be at least equivalent in scope and effect to the Information and who are bound to confidentiality measures taken by their employment agreements or otherwise on similar terms and conditions.
2.4 The Parties shall exercise no less a degree of care in protecting the confidentiality of Confidential Information as that which it uses Recipient to protect its own confidential or proprietary information of a like sensitivity and importance and in no case shall the degree of care be less than is reasonableor similar nature.
2.5 The Parties shall neither use nor duplicate the Confidential Information, in whole or in part, for any purpose other than for the Proper Use without the prior written consent of the other Party. All copies shall on reproduction contain the same confidential notices and legends as appear on the original Confidential Information
2.6 Any Confidential Information (and copies thereof) disclosed to the Receiving Party shall remain the property of the Providing Party and shall be destroyed or returned immediately upon request by the Providing Party, with the exception of electronic copies stored in an archival system.
2.7 If the Receiving Party becomes aware of any unauthorized disclosure concerning Confidential Information, it shall immediately inform the Providing Party and they shall seek to find a remedy to the situation and prevent its further unauthorized use.
2.8 This Agreement shall not be construed as granting to the Receiving Party hereunder, a license to any Confidential Information or under any inventions, patents, trademarks, or know-how now or hereafter owned or controlled by the Providing Party.
2.9 To the extent that the disclosure relates to the Proper Use, the Parties acknowledge that any Confidential Information provided by or to either Party’s Affiliate or subsidiary shall be subject to the provisions of this Agreement.
Appears in 2 contracts
Sources: Backup Servicing Agreement (Prosper Funding LLC), Backup Servicing Agreement (Prosper Funding LLC)
HANDLING OF CONFIDENTIAL INFORMATION. 2.1 The Proper Use to which ▇▇▇▇ Solutions may put Confidential Information from Tenderer shall be limited to: (i) the evaluation of whether to enter into a contract with Tenderer or an affiliate of Tenderer for the purchase or other form of acquisition of goods and/or services; (ii) for inclusion within bids or tenders prepared by ▇▇▇▇ Solutions to its clients; and (iii) disclosure to and discussion with clients with whom ▇▇▇▇ Solutions is in a tendering situation.. ▇▇▇▇ Solutions will use reasonable efforts to ensure such clients are bound by appropriate confidentiality terms similar to the provisions of this Agreement.
2.2 The Proper Use to which Tenderer may put Confidential Information from ▇▇▇▇ Solutions shall be limited to (i) the preparation of an offer to ▇▇▇▇ Solutions for the supply of goods and/or services; and/or (ii) for the purposes of any clarifications of such offer and/or negotiation of a purchase order, contract, contract or other agreement with ▇▇▇▇ Solutions; and/or (iii) disclosure of Confidential Information to suppliers and/or subcontractors, in accordance with (i) and (ii) of this Article, Provided Tenderer ensure terms identical to this Agreement are in place prior to disclosing Confidential Information.
2.3 The Parties undertake in respect of Confidential Information to:
(a) hold such Confidential Information in confidence and not exploit it commercially, or use it for acquiring intellectual property rights; and
(b) use such Confidential Information only for the Proper Use; and
(c) permit access to such Confidential Information only to such of its employees and consultants as need such Confidential Information for the Proper Use and who have been informed of the Confidential nature of the Information and who are bound to confidentiality by their employment agreements or otherwise on similar terms and conditionsInformation.
2.4 The Parties shall exercise no less a degree of care in protecting the confidentiality of Confidential Information as that which it uses to protect its own information of like sensitivity and importance and in no case shall the degree of care be less than is reasonable.
2.5 The Parties shall neither use nor duplicate the Confidential Information, in whole or in part, for any purpose other than for the Proper Use without the prior written consent of the other Party. All copies shall on reproduction contain the same confidential notices and legends as appear on the original Confidential Information
2.6 Any Confidential Information (and copies thereof) disclosed to the Receiving Party shall remain the property of the Providing Party and shall be destroyed or returned immediately upon request by the Providing Party, with the exception of electronic copies stored in an archival system.
2.7 If the Receiving Party becomes aware of any unauthorized unauthorised disclosure concerning Confidential Information, it shall immediately inform the Providing Party and they shall seek to find a remedy to the situation and prevent its further unauthorized unauthorised use.
2.8 This Agreement shall not be construed as granting to the Receiving Party hereunder, a license licence to any Confidential Information or under any inventions, patents, trademarks, trademarks or know-how now or hereafter owned or controlled by the Providing Party.
2.9 To the extent that the disclosure relates to the Proper Use, the Parties acknowledge that any Confidential Information provided by or to either Party’s Affiliate or subsidiary shall be subject to the provisions of this Agreement.
Appears in 2 contracts
Sources: Confidentiality Agreement, Confidentiality Agreement
HANDLING OF CONFIDENTIAL INFORMATION. 2.1 The Proper Use to which ▇▇▇▇ Solutions may put Confidential Information from Tenderer shall be limited to: (i) the evaluation of whether to enter into a contract with Tenderer or an affiliate of Tenderer for the purchase or other form of acquisition of goods and/or services; (ii) for inclusion within bids or tenders prepared by ▇▇▇▇ Solutions to its clients; and (iii) disclosure to and discussion with clients with whom ▇▇▇▇ Solutions is in a tendering situation.. . ▇▇▇▇ Solutions will use reasonable efforts to ensure such clients are bound by appropriate confidentiality terms similar to the provisions of this Agreement.
2.2 The Proper Use to which Tenderer may put Confidential Information from ▇▇▇▇ Solutions shall be limited to (i) the preparation of an offer to ▇▇▇▇ Solutions for the supply of goods and/or services; and/or (ii) for the purposes of any clarifications of such offer and/or negotiation of a purchase order, contract, contract or other agreement with ▇▇▇▇ Solutions; and/or (iii) disclosure of Confidential Information to suppliers and/or subcontractors, in accordance with (i) and (ii) of this Article, Provided provided Tenderer ensure ensures terms identical to this Agreement are in place prior to disclosing Confidential Information.
2.3 The Parties undertake in respect of Confidential Information to:
(a) hold such Confidential Information in confidence and not exploit it commercially, or use it for acquiring intellectual property rights; and
(b) use such Confidential Information only for the Proper Use; and
(c) permit access to such Confidential Information only to such of its employees and consultants as need such Confidential Information for the Proper Use and who have been informed of the Confidential nature of the Information and who are bound to confidentiality by their employment agreements or otherwise on similar terms and conditions.
2.4 The Parties shall exercise no less a degree of care in protecting the confidentiality of Confidential Information as that which it uses to protect its own information of like sensitivity and importance and in no case shall the degree of care be less than is reasonable.
2.5 The Parties shall neither use nor duplicate the Confidential Information, in whole or in part, for any purpose other than for the Proper Use without the prior written consent of the other Party. All copies shall on reproduction contain the same confidential notices and legends as appear on the original Confidential Information
2.6 Any Confidential Information (and copies thereof) disclosed to the Receiving Party shall remain the property of the Providing Party and shall be destroyed or returned immediately upon request by the Providing Party, with the exception of electronic copies stored in an archival system.
2.7 If the Receiving Party becomes aware of any unauthorized unauthorised disclosure concerning Confidential Information, it shall immediately inform the Providing Party and they shall seek to find a remedy to the situation and prevent its further unauthorized unauthorised use.
2.8 This Agreement shall not be construed as granting to the Receiving Party hereunder, a license licence to any Confidential Information or under any inventions, patents, trademarks, trademarks or know-how now or hereafter owned or controlled by the Providing Party.
2.9 To the extent that the disclosure relates to the Proper Use, the Parties acknowledge that any Confidential Information provided by or to either Party’s Affiliate or subsidiary shall be subject to the provisions of this Agreement.
Appears in 1 contract
Sources: Confidentiality Agreement
HANDLING OF CONFIDENTIAL INFORMATION. 2.1 The Proper Use to which ▇▇▇▇ Solutions may put Confidential Information from Tenderer shall be limited to: (i) the evaluation of whether to enter into a contract with Tenderer or an affiliate of Tenderer for the purchase or other form of acquisition of goods and/or services; (ii) for inclusion within bids or tenders prepared by ▇▇▇▇ Solutions to its clients; and (iii) disclosure to and discussion with clients with whom ▇▇▇▇ Solutions is in a tendering situation.. ▇▇▇▇ Solutions will use reasonable efforts to ensure such clients are bound by appropriate confidentiality terms similar to the provisions of this Agreement.
2.2 The Proper Use to which Tenderer may put Confidential Information from ▇▇▇▇ Solutions shall be limited to (i) the preparation of an offer to ▇▇▇▇ Solutions for the supply of goods and/or services; and/or (ii) for the purposes of any clarifications of such offer and/or negotiation of a purchase order, contract, or other agreement with ▇▇▇▇ Solutions; and/or (iii) disclosure of Confidential Information to suppliers and/or subcontractors, in accordance with (i) and (ii) of this Article, Provided Tenderer ensure terms identical to this Agreement are in place prior to disclosing Confidential Information.
2.3 The Parties undertake in respect of Confidential Information to:
(a) hold such Confidential Information in confidence and not exploit it commercially, or use it for acquiring intellectual property rights; and
(b) use such Confidential Information only for the Proper Use; and
(c) permit access to such Confidential Information only to such of its employees and consultants as need such Confidential Information for the Proper Use and who have been informed of the Confidential nature of the Information and who are bound to confidentiality by their employment agreements or otherwise on similar terms and conditionsInformation.
2.4 The Parties shall exercise no less a degree of care in protecting the confidentiality of Confidential Information as that which it uses to protect its own information of like sensitivity and importance and in no case shall the degree of care be less than is reasonable.
2.5 The Parties shall neither use nor duplicate the Confidential Information, in whole or in part, for any purpose other than for the Proper Use without the prior written consent of the other Party. All copies shall on reproduction contain the same confidential notices and legends as appear on the original Confidential Information
2.6 Any Confidential Information (and copies thereof) disclosed to the Receiving Party shall remain the property of the Providing Party and shall be destroyed or returned immediately upon request by the Providing Party, with the exception of electronic copies stored in an archival system.
2.7 If the Receiving Party becomes aware of any unauthorized disclosure concerning Confidential Information, it shall immediately inform the Providing Party and they shall seek to find a remedy to the situation and prevent its further unauthorized use.
2.8 This Agreement shall not be construed as granting to the Receiving Party hereunder, a license to any Confidential Information or under any inventions, patents, trademarks, or know-how now or hereafter owned or controlled by the Providing Party.
2.9 To the extent that the disclosure relates to the Proper Use, the Parties acknowledge that any Confidential Information provided by or to either Party’s Affiliate or subsidiary shall be subject to the provisions of this Agreement.
Appears in 1 contract
Sources: Confidentiality Agreement