Non-Use and Non-Disclosure Clause Samples

Non-Use and Non-Disclosure. The parties shall at all times, both during the Term and thereafter keep in trust and confidence all Confidential Information of the other party using commercially reasonable care (but in no event less than the same degree of care that the receiving party uses to protect its own Confidential Information) and shall not use such Confidential Information other than as necessary to carry out its duties under this Agreement, nor shall either party disclose any such Confidential Information to third parties other than to Affiliates or as necessary to carry out its duties under this Agreement without the other party’s prior written consent, provided that each party shall be allowed to disclose Confidential Information of the other party to the extent that such disclosure is approved in writing by such other party, or necessary to enforce its rights under this Agreement.

Non-Use and Non-Disclosure. Each Recipient shall, and shall cause its Representatives which have access to the Disclosing Party’s Confidential Information to, maintain in strict confidence, and shall not disclose to any third party, all Confidential Information observed by or disclosed to it by or on behalf of the Disclosing Party pursuant to this Agreement. In particular, the Purchaser shall protect any Confidential Information pursuant to this Agreement on the bases of applicable provisions of public procurement and/or information right Laws in Albania for the protection of confidential information, trade secrets, industrial property rights. Each Recipient shall not use or disclose such Confidential Information except as permitted by this Agreement. Each Recipient shall safeguard the confidential and proprietary nature of the Disclosing Party’s Confidential Information with at least the same degree of care as it holds its own confidential or proprietary information of like kind, which shall be no less than a reasonable degree of care. The Recipient and its Representatives may use, copy, and make extracts of the Disclosing Party’s Confidential Information only in connection with fulfilling its obligations under this Agreement and, without limiting the foregoing, shall not use the Confidential Information for the benefit of the Recipient or any of its Representatives, or for the benefit of any other Person. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 (Confidential Information) by it or its Representatives, Recipient shall promptly notify the Disclosing Party in writing of such breach and all facts known to Recipient regarding same. In addition, if Recipient is required to disclose the Disclosing Party’s Confidential Information in connection with any court order, statute or Government directive or requirement under any Law, Recipient shall give the Disclosing Party notice of such request, as soon as practicable, before such Confidential Information is disclosed so that the Disclosing Party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of this Agreement. If the Disclosing Party seeks a protective order or other remedy, Recipient shall promptly cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party’s cost) in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this A...

Non-Use and Non-Disclosure. Each Party acknowledges and agrees that all the other Party’s Confidential Information is confidential and proprietary to the disclosing Party. Each Party shall not use or disclose to any third party the other Party’s Confidential Information for any purpose other than as permitted or required hereunder. Each Party shall take the same reasonable measures necessary to prevent any disclosure by its employees, agents, contractors, or consultants of the other Party’s Confidential Information as it applies to the protection of its own Confidential Information.

Non-Use and Non-Disclosure. The Executive shall not during the Employment Term or at any time thereafter (a) disclose, directly or indirectly, any Confidential Information to any Person other than the Company or executives thereof at the time of such disclosure who, in the reasonable judgment of the Executive, need to know such Confidential Information or such other Persons to whom the Executive has been specifically instructed to make disclosure by the Board and in all such cases only to the extent required in the course of the Executive’s service to the Company or (b) use any Confidential Information, directly or indirectly, for his own benefit or for the benefit of any other Person. At the termination of his employment, the Executive shall deliver to the Company all notes, letters, documents and records which may contain Confidential Information which are then in his possession or control and shall destroy any and all copies and summaries thereof.

Non-Use and Non-Disclosure. The Parties agree not to use any Confidential Information of the Disclosing Party for any purpose except in connection with this Agreement. The Parties agree not to disclose any Confidential Information of the other Party to third parties or to their employees or representatives, except to those employees or representatives who reasonably should have access to such information for the Party’s performance in connection with this Agreement and who are bound by confidentiality obligations at least as protective of the Confidential Information as this Agreement. The Parties shall not reverse engineer, disassemble, or decompile any prototypes, software or other tangible objects that embody the other Party’s Confidential Information.

Non-Use and Non-Disclosure. During the Term of this Agreement and for five (5) years as from its termination for whatsoever reason, the receiving party shall (i) treat Confidential Information provided by the disclosing party under this Agreement and all previous agreements as it would treat its own information of a similar nature, (ii) take all reasonable precautions not to disclose such Confidential Information to Third Parties, without the disclosing party’s prior written consent, and (iii) not use such Confidential Information other than for fulfilling its obligations under this Agreement.

Non-Use and Non-Disclosure. Each Party agrees not to use any Confidential Information of the other Party for any purpose other than that stated above. Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such Party’s employees, except those employees of the receiving Party who are required to have the information to evaluate or engage in discussions concerning the contemplated business relationship. Each Party may not disclose Confidential Information of the other to a party who competes with the disclosing party without the disclosing Party’s authorization. Neither Party shall reverse-engineer, disassemble, or decompile any prototypes, software, or other tangible objects which embody the other Party’s Confidential Information, and which are provided to the receiving Party hereunder.

Non-Use and Non-Disclosure. Recipient agrees to use the Confidential Information only for the Purpose. Recipient agrees that at all times until the expiration or earlier termination of this Agreement in accordance with section 8 below, it will hold in strict confidence and, except as otherwise expressly permitted in this Agreement, not disclose to any third party any Confidential Information or exploit such Confidential Information for its own benefit or the benefit of another. Notwithstanding the foregoing, Confidential Information may be disclosed to Recipient’s directors, officers, employees, consultants, prospective lenders, and advisors (including without limitation attorneys and accountants) (each, a “Representative” and collectively “Representatives”) who need access to Confidential Information solely in connection with the Purpose and prior to disclosure have been informed by Recipient of the confidential nature of the Confidential Information and have expressly agreed to abide by the terms of this Agreement. In any event and without exception, Recipient shall be responsible for the breach of this Agreement by any Representative as if such breach were committed by Recipient itself. Recipient shall take, at its own cost and expense, all necessary steps to keep the Confidential Information strictly confidential and to prevent its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information. Recipient shall immediately notify Company upon discovery of any actual or suspected loss or unauthorized disclosure of the Confidential Information in breach of the terms hereof and shall take, at its sole cost and expense, all reasonable steps requested by Company to prevent, control or remedy any such loss or disclosure.

Non-Use and Non-Disclosure. Unless otherwise authorized in the Agreement, Recipient will (a) only use Discloser’s Confidential Information to fulfill its obligations or exercise its rights under this Agreement; and (b) not disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.