Receiving Party Obligations Clause Samples

Receiving Party Obligations. Receiving Party will maintain in strict confidence any such Proprietary Information and will not disclose, release, provide access to, distribute, sell, market or publish in any manner, to any third party such Proprietary Information of Disclosing Party, unless pre-approved in writing by Disclosing Party or compelled by order of a court or regulatory body of competent jurisdiction. In the event that Receiving Party is required to make such disclosure, Receiving Party will notify Disclosing Party promptly, but in no event less than thirty days prior to such disclosure, and shall allow Disclosing Party to take any and all reasonable and necessary actions to protect such Proprietary Information from disclosure. Receiving Party will limit access to the Proprietary Information only to those employees and representatives of the Receiving Party and its affiliates having a specific “need to know” in order to evaluate and use it for the limited purpose noted above. Receiving Party will advise each permitted user regarding the nature, existence and importance of the provisions of this Agreement prior to granting them access to Proprietary Information, and Receiving Party will be responsible for any breaches of this Agreement by such permitted users. Receiving Party will return to Disclosing Party, and/or certify proper destruction of, all Proprietary Information of Disclosing Party, including material samples and documentation supplied hereunder, and all copies and versions thereof, whether or not created by Disclosing Party, promptly upon written request by Disclosing Party. Receiving Party will adhere to all applicable laws, regulations and rules relating to the export of goods, information and technical data, and shall not export or re-export any goods received from Disclosing Party, any information or technical data, or the direct product of such technical data except in strict compliance with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR). Goods, information and technical data that are controlled by ITAR shall not be released to foreign nationals, including employees, companies or other entities, whether within or outside of the United States, unless the Receiving Party shall first obtain both the written consent of Disclosing Party and the appropriate license or other advance approval from the U.S. Government. Receiving Party’s obligation to adhere to ITAR shall survive the expiration or termination...

Receiving Party Obligations. The Receiving Party shall: 11.2.1. protect and safeguard the confidentiality 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; 11.2.2. not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and 11.2.3. not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s employees, agents, or representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement and who are bound by written obligations of confidentiality and restrictions on use that cover such Confidential Information and are at least as stringent as those set forth in this Agreement.

Receiving Party Obligations. The Information will be used solely for the purpose of evaluating Receiving Party’s potential purchase of the Property from the Company or its affiliates (the “Transaction”) and not for any other purpose. Receiving Party will protect the Information with a commercially reasonable degree of care in order to prevent the unauthorized use, access or disclosure of the Information. The Information will be kept confidential in accordance with the terms hereof by Receiving Party and its Representatives and will not be disclosed by Receiving Party or its Representatives to any other person except (i) as may be consented to by the Company in writing, (ii) if required by applicable law, regulation or legal or judicial process, subject to paragraph 4 below, and (iii) that Receiving Party may disclose the Information or portions thereof to those of its Representatives who need to know such Information solely for the purpose of evaluating the Transaction, but only to the extent necessary to evaluate the Transaction and only if such Representatives are advised of the confidential nature of such Information and the terms of this Agreement. Receiving Party will be responsible for any failure to comply with the terms of this Agreement by Receiving Party or its Representatives, and Receiving Party agrees to take all commercially reasonable measures to prevent its Representatives from prohibited or unauthorized disclosure or use of the Information.

Receiving Party Obligations. The Receiving Party shall: (a) protect and safeguard the confidentiality 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; (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; (c) not disclose any such Confidential Information to any Person, except to the Receiving Party’s its Affiliates’ employees, agents or representatives who need to know the Confidential Information to assist the Receiving Party (or its Affiliates), or act on its behalf, to exercise its rights or perform its obligations under this Agreement and who are bound by written obligations of confidentiality and restrictions on use that cover such Confidential Information and are at least as stringent as those set forth in this Agreement; and (d) immediately notify the Disclosing Party upon discovery of an unauthorized disclosure or use of such Confidential Information, cooperate with the Disclosing Party to retrieve such Confidential Information, and take reasonable steps to prevent any further unauthorized disclosure or use of such Confidential Information.

Receiving Party Obligations. The Receiving Party hereby agrees that at all times, it shall (i) maintain the confidential nature of any and all Confidential Information disclosed to it pursuant this NDA including the existence of this NDA; (ii) use such Confidential Information solely to accomplish the purpose set forth in Section 1 hereto; (iii) use reasonable efforts and diligence to safeguard such Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft; (iv) use at least the same degree of care, but no less than a reasonable degree of care, to safeguard and protect from disclosure such Confidential Information as it uses with its own Confidential Information that it does not wish to disclose; (v) not disclose to others, or permit any person or entity under its control to use or disclose to others, such Confidential Information, except as expressly permitted by this NDA, or as may otherwise be expressly authorized by the Disclosing Party in writing; (vi) provide immediate written notice to the Disclosing Party in the event it discovers a loss or unauthorized disclosure of such Confidential Information; (v) not copy or otherwise reproduce, or permit the foregoing, in whole or in part, of any of the Disclosing Party’s Confidential Information; (vi) not attempt to or allow another to reverse-engineer any portion of the Disclosing Party’s Confidential Information; and (vii) not use the Confidential Information or information obtained therefrom in any manner to the Disclosing Party’s detriment.

Receiving Party Obligations. The Receiving Party shall, and shall cause its officers, employees, agents, attorneys, consultants, advisors and other representatives to: (a) process any Personal Data in accordance with Data Protection Law and solely for the purposes disclosed and purposes compatible under applicable Data Protection Law with the purposes disclosed to the relevant Data Subjects from time to time or as otherwise permitted by applicable Data Protection Law; (b) implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purpose of processing and promptly notify the Disclosing Party if any Personal Data is subject to any unauthorized or unlawful access, loss, destruction or damage; and (c) not further disclose the Personal Data to any Third Party (including, for clarity, any subcontractors) in a manner incompatible with the fair processing information provided to the relevant Data Subjects.

Receiving Party Obligations. 2.1. Except as provided in Section 2.2, Receiving Party shall hold any and all Confidential Information in confidence for a period of five (5) years (hereinafter referred to as the “Hold Period”) from the date such Confidential Information might be received, except that confidentiality obligations as they relate to trade secrets shall continue for so long as such information constitutes a trade secret under applicable law. Receiving Party shall not disclose Confidential Information to any third party unless written consent of Disclosing Party is first obtained.

Receiving Party Obligations. The Receiving Party agrees: a) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its Representatives who have a "need to know", who have been apprised of this restriction and who are themselves bound by non-disclosure obligations at least as restrictive as those set forth in this Section; b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of Customer, to make use of the Services, Project Software and Project; and

Receiving Party Obligations. The Investor acknowledges that it may gain access to or become familiar with the Company’s Confidential Information. Except as set out in Section , the Investor as the receiving Party of the Company’s Confidential Information, shall: (a) protect and safeguard the confidentiality of the Confidential Information with at least the same degree of care as the Investor would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Confidential Information, or permit it to be accessed or used, for any purpose other than to make an investment decision under this Agreement and perform its obligations under this Agreement; (c) not disclose any such Confidential Information to any person or entity, except to the Investors Representatives who (i) need to know the Confidential Information to assist the Investor in making an investment decision under this Agreement, or act on its behalf, to exercise its rights or perform its obligations under this Agreement; (ii) are informed by the Investor of the confidential nature of the Confidential Information; and (iii) are subject to confidentiality duties or obligations to the Investor that are no less restrictive than the terms and conditions of this Agreement; and (d) be responsible for any breach of this Section 8 caused by any of its Representatives.