Common use of Obligations of Recipient Clause in Contracts

Obligations of Recipient. Recipient covenants and agrees that: 2.1. It will hold all Confidential Information in trust and in the strictest confidence and protect it in accordance with a standard of care that shall be no less than the care it uses to protect its own information of like importance but in no event with less than reasonable care; 2.2. It will not use, copy, or disclose, or permit any unauthorized person access to, any Confidential Information without KBS’s permission, to be granted or withheld in KBS’s sole discretion, and provided that any existing confidentiality notices are included in such reproductions or, if no such notices are included, “Confidential” or some similar notice is stamped on the Confidential Information; 2.3. It may only disclose Confidential Information to its directors, officers, employees, consultants, insurers, reinsurers, auditors, regulators, attorneys and agents (“Representatives”) provided such Representatives (i) have a need to know and (ii) are informed, directed and obligated by Recipient to treat such Confidential Information in accordance with the obligations of this Agreement. Recipient agrees to be liable for any breach of an obligation hereunder by any of its Representatives; 2.4. All Confidential Information, including all tangible embodiments, copies, reproductions and summaries thereof, and any other information and materials provided by KBS to the Recipient shall remain the sole and exclusive property of KBS. 2.5. It shall immediately report to KBS any use or disclosure by the Recipient’s employees or any other person of which the Recipient has knowledge of any portion of the Confidential Information without authorization from KBS, and will reasonably cooperate with KBS to help KBS regain possession of the Confidential Information and prevent its further unauthorized use. 2.6. Upon the written request of KBS, Recipient will effect the destruction of all memoranda, notes, records, tapes, documentation, disks, manuals, files, originals, copies, reproductions and summaries (in any form or format, including without limitation, copies resident in long or short-term computer storage devices) of, to the extent they concern or contain Confidential Information that are in Recipient’s possession, whether made or compiled by Recipient or furnished to Recipient by KBS; provided that Recipient, as a regulated entity, may retain the Confidential Information for the purposes of and for so long as required by any law, court or regulatory agency or authority or its internal compliance procedures. The confidentiality obligations of this Agreement shall continue to apply to such Confidential Information retained by Recipient or its Representatives for so long as Recipient or its Representatives retains such Confidential Information.

Obligations of Recipient. In consideration for the disclosure of certain Confidential Information (as determined in each Disclosing Party's sole discretion), each Recipient covenants and agrees thatto the following: 2.1. It will hold all a. Except as set forth in Section 3 or may be required for the Project, the Recipient shall not reproduce or permit reproduction of any Confidential Information in trust any form, whether or not such reproduction is for the Recipient's use or the use of another, without the prior express written consent of the Disclosing Party, which the Recipient shall have the burden of proving was obtained; b. Except as set forth in Section 3, the Recipient will only disclose the Confidential Information to those of its employees, attorneys, accountants, and financial advisors who need the information to perform their duties in connection with the strictest confidence Project, and protect it in accordance with a standard the Recipient shall inform all such persons of care that the confidential nature of such Confidential Information and shall direct each of them to treat all such Confidential Information confidentially, and the Recipient shall be no less than the care it uses liable for all actions taken by any such person with respect to protect its own information of like importance but in no event with less than reasonable care; 2.2. It will not use, copy, or disclose, or permit any unauthorized person access to, any Confidential Information without KBS’s permission, to be granted or withheld in KBS’s sole discretion, and provided that any existing confidentiality notices are included in such reproductions or, if no such notices are included, “Confidential” or some similar notice is stamped on the Confidential Information; 2.3. It may only disclose Confidential Information to c. The Recipient shall not provide or otherwise make available, nor permit or otherwise allow any of its directors, officers, employees, consultantsattorneys, insurersaccountants, reinsurersor financial advisors to provide or otherwise make available, auditorsthe whole or any portion of any Confidential Information, regulatorsin any form, attorneys to any third party (other than as specifically permitted in subsection b. above); and d. The Recipient shall not use any Confidential Information, in any form, for any purpose other than for the Project, whether for the Recipient's own benefit or for the benefit of any third party. e. The Recipient shall take all measures as are reasonably necessary to ensure the confidentiality and agents security of all Confidential Information, in any form. g. Notwithstanding the above or any other continuing non-disclosure obligation of Recipient to Disclosing Party, the Recipient shall not, pursuant to the Defend Trade Secrets Act of 2016, have criminal or civil liability to the Disclosing Party under any federal or state trade secret law for the disclosure of a trade secret that: (“Representatives”a) provided such Representatives is made (i) have in confidence to a need federal, state, or local government official, either directly or indirectly, or to know an attorney, and (ii) are informedis made solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, directed and obligated by Recipient to treat if such Confidential Information in accordance with the obligations of this Agreementfiling is made under seal. Recipient agrees to be liable for any breach of an obligation hereunder by any of its Representatives; 2.4. All Confidential InformationFurther, including all tangible embodiments, copies, reproductions and summaries thereof, and any other information and materials provided by KBS to if the Recipient shall remain files a lawsuit for retaliation by the sole and exclusive property Disclosing Party for reporting a suspected violation of KBS. 2.5. It shall immediately report law, the Recipient may disclose the trade secret to KBS any use or disclosure by the Recipient’s employees or attorney and may use the trade secret information in the court proceeding, if the Recipient: (1) files any other person of which document containing the Recipient has knowledge of any portion of trade secret under seal; and (2) does not disclose the Confidential Information without authorization from KBStrade secret, and will reasonably cooperate with KBS except pursuant to help KBS regain possession of the Confidential Information and prevent its further unauthorized usecourt order. 2.6. Upon the written request of KBS, Recipient will effect the destruction of all memoranda, notes, records, tapes, documentation, disks, manuals, files, originals, copies, reproductions and summaries (in any form or format, including without limitation, copies resident in long or short-term computer storage devices) of, to the extent they concern or contain Confidential Information that are in Recipient’s possession, whether made or compiled by Recipient or furnished to Recipient by KBS; provided that Recipient, as a regulated entity, may retain the Confidential Information for the purposes of and for so long as required by any law, court or regulatory agency or authority or its internal compliance procedures. The confidentiality obligations of this Agreement shall continue to apply to such Confidential Information retained by Recipient or its Representatives for so long as Recipient or its Representatives retains such Confidential Information.

Obligations of Recipient. Recipient covenants and agrees that: 2.1. 2.1 It will hold all Confidential Information in trust and in the strictest confidence and protect it in accordance with a standard of care that shall be no less than the care it uses to protect its own information of like importance but in no event with less than reasonable care; 2.2. 2.2 It will not use, copy, or disclose, or permit any unauthorized person access to, any Confidential Information without KBS’s permission, to be granted or withheld in KBS’s sole discretion, and provided that any existing confidentiality notices are included in such reproductions or, if no such notices are included, “Confidential” or some similar notice is stamped on the Confidential Information; 2.3. 2.3 It may only disclose Confidential Information to its directors, officers, employees, consultants, insurers, reinsurers, auditors, regulators, attorneys and agents (“Representatives”) provided such Representatives (i) have a need to know and (ii) are informed, directed and obligated by Recipient to treat such Confidential Information in accordance with the obligations of this Agreement. Recipient agrees to be liable for any breach of an obligation hereunder by any of its Representatives; 2.4. 2.4 All Confidential Information, including all tangible embodiments, copies, reproductions and summaries thereof, and any other information and materials provided by KBS to the Recipient shall remain the sole and exclusive property of KBS. 2.5. 2.5 It shall immediately report to KBS any use or disclosure by the Recipient’s employees or any other person of which the Recipient has knowledge of any portion of the Confidential Information without authorization from KBS, and will reasonably cooperate with KBS to help KBS regain possession of the Confidential Information and prevent its further unauthorized use. 2.6. 2.6 Upon the written request of KBS, Recipient will effect the destruction of all memoranda, notes, records, tapes, documentation, disks, manuals, files, originals, copies, reproductions and summaries (in any form or format, including without limitation, copies resident in long or short-term computer storage devices) of, to the extent they concern or contain Confidential Information that are in Recipient’s possession, whether made or compiled by Recipient or furnished to Recipient by KBS; provided that Recipient, as a regulated entity, may retain the Confidential Information for the purposes of and for so long as required by any law, court or regulatory agency or authority or its internal compliance procedures. The confidentiality obligations of this Agreement shall continue to apply to such Confidential Information retained by Recipient or its Representatives for so long as Recipient or its Representatives retains such Confidential Information.