Obligations of the Receiving Party Sample Clauses

Obligations of the Receiving Party. The Receiving Party agrees and warrants the following: a. It will process the Personal Data only for purposes stated in the Agreement and in compliance with its documented instructions. If the Receiving Party cannot provide such compliance for whatever reason, it agrees to inform the Disclosing Party promptly of its inability to comply, in which case the Disclosing Party at its sole option is entitled to suspend the transfer of data and/or terminate the Agreement; b. Nothing prevents it from fulfilling the instructions received from the Disclosing Party and its obligations under the Agreement, and if it becomes aware of any event which is likely to have a substantial adverse effect on the warranties and obligations set forth in this Supplement, it will promptly notify the Disclosing Party of such event, in which case the Disclosing Party is entitled to either suspend the transfer of data and/or terminate the Agreement; c. It will ensure that an obligation of confidentiality is imposed on persons authorized to process the Personal Data and take reasonable steps to ensure the reliability and integrity of any its personnel who have access to the Personal Data. Further, the Receiving Party shall disclose Personal Data or permit access to such Personal Data only to those authorized personnel with a need to know basis, and shall only provide such Personal Data to enable its authorized personnel to provide the Services set forth in the Agreement; d. It has implemented and currently maintains the appropriate Technical, Physical and Organizational Security Measures which comply with the Applicable Data Protection Law prior to and e. It will not share Personal Data with any party Disclosing Party; Provided, that if allowed by the Disclosing Party to engage another processor, the Receiving Party’s agreement with the processor shall ensure that the same obligations for data protection under the Agreement and Applicable Data Protection Law are implemented, taking into account the nature of the processing; f. It will promptly notify the Disclosing Party about: • Any legally binding request for disclosure of the Personal Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation; and • Any requests received from Data Subjects, without responding to such requests, unless it has been authorized to do so by the Disclosing Party; g. It will assist the Disclosing ...

Obligations of the Receiving Party. ‌ 1.1. The Receiving Party agrees:‌ 1.1.1. not to disclose and to protect the confidentiality of the Information (including any notes, summaries, reports, analyses or other material derived by the Receiving Party, its Affiliates or its or their Representatives (defined below) in whole or in part and in whatever form maintained (collectively, “Notes”); 1.1.2. to use the Information and Notes only for the purpose of this Agreement as contemplated hereby; 1.1.3. to treat the Information and Notes with the same degree of care as it treats its own Confidential Business Information, which shall be at least a reasonable standard of care, to prevent disclosure of the Information and Notes, except to its Affiliates and its or their officers, directors, employees, agents and contractors (collectively, “Representatives”), to the extent necessary for the fulfilment of the obligations of the Receiving Party and its Affiliates pursuant to the REACH Regulation. 1.1.4. that prior to disclosing any Information and Notes to its Affiliates or its or their Representatives as provided above, such Affiliates and their Representatives will be advised of the confidential nature of the Information and/or Notes, and will be provided a copy of this APPENDIX and directed to abide by its terms. 1.1.5. to be responsible for any breach of this APPENDIX by it, its Affiliates or its or their Representatives. 1.1.6. not to copy or otherwise reproduce nor duplicate the Information or Notes in whole or in part where such copying, reproduction or duplication has not been specifically authorized by this Agreement or otherwise approved in writing by the Steering Committee or the Secretariat. 1.2. Obligations in this clause 1 shall continue for twelve (12) years from the date of Registration of each of the Substances listed in APPENDIX 1. 1.3. Nothing herein is intended to, and shall not limit or abridge the protection of any trade secret under applicable trade secrets law, and trade secrets shall be maintained as such until they fall into the public domain. 1.4. The Receiving Party acknowledges that the covenants of non-disclosure and non-use in this Agreement shall be effective in every county and territory in the world. 1.5. In the event of loss or theft of any Information and Notes, the Secretariat must be notified by the Receiving Party who shall take all reasonable action and cooperate fully in remedying same.

Obligations of the Receiving Party. The Receiving Party shall (i) hold the Disclosing Party’s Confidential Information in strict confidence and shall take reasonable precautions to protect such Confidential Information and (ii) not decompile, disassemble or otherwise reverse engineer any such Confidential Information or use any similar means to discover its underlying composition, structure, source code or trade secrets. Without limiting any of the foregoing, the Receiving Party shall only disclose Confidential Information to its employees, agents and contractors who (a) have a need to access such Confidential Information solely for the Purpose, (b) have been notified or otherwise made aware that such information is considered confidential or subject do limits on disclosure, and (c) are under obligations of confidentiality substantially similar to those set out in this Exhibit. In any event, each party shall be responsible for any breach of confidentiality by its respective employees, agents and contractors.

Obligations of the Receiving Party. In consideration of its receiving the Confidential Information from the Disclosing Party, the Receiving Party shall: (a) treat all Confidential Information received from the Disclosing Party as proprietary and confidential and, unless expressly authorized in writing to do so by the Disclosing Party, shall not disclose any Confidential Information to third parties (except as provided herein) and shall only use such Confidential Information for purposes relating to the Purpose; (b) only disseminate Confidential Information to Employees to the extent that such Employees have a demonstrable need to know the same in order to carry out their tasks in relation to the Purpose; (c) ensure that all Employees who have access to Confidential Information are made aware of the confidential nature of the Confidential Information and of the obligations contained in this NDA; (d) promptly notify the Disclosing Party if it becomes aware of a breach of any provision of this NDA by any of its Employees and take all necessary measures to ensure that the disclosures in breach of this NDA cease immediately; (e) except as authorized in writing by the Disclosing Party, only use, copy or reduce Confidential Information into tangible, visible or recorded form as is strictly necessary for the performance of the Purpose; (f) protect the Confidential Information with at least the same degree of care as it uses to protect its own Confidential Information but in no instance shall such standard be less than reasonable care; (g) not remove, alter or deface any designations relating to the confidential or proprietary nature of the Confidential Information; (h) upon the written request of the Disclosing Party, promptly certify the destruction of or promptly return all Confidential Information and all copies thereof to the Disclosing Party.

Obligations of the Receiving Party. The Receiving Party shall (a) protect and safeguard the confidentiality of all of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; and (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than performance of obligations or exercise of rights in accordance with this Agreement, including without limitation to reverse engineer, disassemble, decompile or design around the Disclosing Party’s proprietary services, products and/or confidential Intellectual Property.

Obligations of the Receiving Party. 2.1. The Receiving Party shall only use the Confidential Information for the Purpose. 2.2. The Receiving Party shall keep and shall ensure to keep the Confidential Information confidential and shall not disclose the Confidential Information to anyone except as permitted by this Agreement. 2.3. The Receiving Party shall only allow access to the Confidential Information to those of its employees, directors, officers, affiliates and its third-party professional advisers who have a need to know it for the Purpose (“Permitted Users”). 2.4. The Receiving Party shall ensure that all professional advisers (to the extent that any professional adviser is not under a professional duty to protect the confidentiality) to which the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with any Confidential Information. 2.5. The Receiving Party is fully responsible and liable for any use and abuse of Confidential Information by the Permitted Users it provides access to the Confidential Information. 2.6. The Receiving Party shall not copy or reproduce any part of the Confidential Information in any form except as necessary for the Purpose. 2.7. The Receiving Party shall not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by the Disclosing Party, the Receiving Party shall ensure that all physical copies of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to be retained by the Receiving Party under the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provision, the Receiving Party shall keep such documents confidential in accordance with the terms of this Agreement. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, wh...

Obligations of the Receiving Party. The Receiving Party agrees to: Maintain the confidentiality of the Confidential Information and take all reasonable steps to protect it from unauthorized use, disclosure, or access. Use the Confidential Information solely for the Permitted Purpose and not for any other purpose. Not disclose, copy, reproduce, or distribute the Confidential Information, in whole or in part, to any third part. Not make any copies or derivatives of the Confidential Information. Promptly notify the Disclosing Party if the Receiving Party becomes aware of any unauthorized use or disclosure of the Confidential Information.

Obligations of the Receiving Party. 1. 1. The Receiving Party shall maintain the confidentiality of the disclosed information and prevent unauthorized access. 2. 2. The Receiving Party shall not use the Confidential Information for purposes other than those approved by the Disclosing Party. 3. 3. The Receiving Party agrees to protect the Confidential Information using the same level of care as it would for its own confidential information.

Obligations of the Receiving Party. The Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall carefully restrict access to the Confidential Information to its employees, consultants, attorneys or other agents as is reasonably required and shall require those consultants, attorneys or other agents to sign this Agreement. The Receiving Party shall not, without the prior written approval of the Disclosing Party, use for the Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information. The Receiving Party shall immediately return to the Disclosing Party the cd- rom and any and all records, notes and other written, printed, or tangible materials in its possession, whether, maintained in digital or analog format, pertaining to Confidential Information if the Disclosing Party requests it in writing. The Receiving Party shall immediately destroy the cd-rom and any and all records, notes and other written, printed, or tangible materials whether, maintained in digital or analog format, in its possession pertaining to Confidential Information if the Disclosing Party requests it in writing.