Common use of Recipient Obligations Clause in Contracts

Recipient Obligations. The Recipient agrees to: protect and maintain the confidentiality of all Confidential Information using at least the same level of care it uses to safeguard its own confidential information, but in no case less than a commercially reasonable standard of care; refrain from using the Disclosing Party’s Confidential Information, or allowing it to be accessed or used, for any purpose other than the Purpose or related transactions between the Parties, or in any way that could harm the Disclosing Party, including, but not limited to, reverse engineering, disassembling, decompiling, or circumventing the Disclosing Party’s proprietary services, products, or confidential intellectual property; not disclose any Confidential Information to any individual or entity, except to its Representatives who: need access to the Confidential Information to assist the Recipient or act on its behalf in connection with the Purpose or to exercise the Recipient's rights under this Agreement; are informed by the Recipient of the confidential nature of the information; and are bound by confidentiality obligations to the Recipient that are at least as stringent as the terms of this Agreement. The Recipient is responsible for any breach of this Agreement caused by any of its Representatives. Except as required by applicable federal, state, or local law or regulation or as agreed in writing by the Disclosing Party, the Recipient shall not, nor shall it permit its Representatives to, disclose to any third party: that the Confidential Information has been made available to them or their Representatives, or that they have reviewed any portion of the Confidential Information; that any discussions or negotiations related to the Confidential Information or the Purpose are ongoing or may take place, including any details on the status of such discussions or negotiations; or any terms, conditions, or arrangements being discussed or negotiated in connection with the Confidential Information or the Purpose.

Recipient Obligations. The Recipient agrees to: protect and maintain the confidentiality of all Confidential Information using at least the same level of care it uses to safeguard its own confidential information, but in no case less than a commercially reasonable standard of care; refrain from using the Disclosing Party’s Confidential Information, or allowing it to be accessed or used, for any purpose other than the Purpose [or related transactions between the Parties], or in any way that could harm the Disclosing Party, including, but not limited to, reverse engineering, disassembling, decompiling, or circumventing the Disclosing Party’s proprietary services, products, or confidential intellectual property; not disclose any Confidential Information to any individual or entity, except to its Representatives who: need access to the Confidential Information to assist the Recipient or act on its behalf in connection with the Purpose or to exercise the Recipient's rights under this Agreement; are informed by the Recipient of the confidential nature of the information; and are bound by confidentiality obligations to the Recipient that are at least as stringent as the terms of this Agreement. The Recipient is responsible for any breach of this Agreement caused by any of its Representatives. Except as required by applicable federal, state, or local law or regulation regulation[, or as mutually agreed in writing by the Disclosing PartyParties], the Recipient neither Party shall not, nor shall it permit its Representatives to, disclose to any third party: that the Confidential Information has been made available to them or their Representatives, or that they have reviewed any portion of the Confidential Information; that any discussions or negotiations related to the Confidential Information or the Purpose are ongoing or may take place, including any details on the status of such discussions or negotiations; or any terms, conditions, or arrangements being discussed or negotiated in connection with the Confidential Information or the Purpose.

Recipient Obligations. The Recipient agrees toshall: protect and 1) maintain the confidentiality of all the Confidential Information using at least pursuant to this Agreement, as required herein, 2) comply with all federal and State laws and regulations related to information privacy and security, and 3) ensure that any Affiliates comply with the same level preceding two requirements as to any Confidential Information shared with or otherwise Accessed by the Affiliate. Recipient shall take all measures necessary to protect against improper Access to and/or disclosure or theft of care it uses the Confidential Information and will ensure only those individuals performing services contemplated in this Agreement will be permitted to safeguard its own confidential informationAccess the Confidential Information. Recipient shall perform the following measures to preserve the privacy, security, confidentiality, integrity, and accessibility of the Confidential Information which includes, but is not limited to: (a) Using the Confidential Information only to provide services and/or commodities as contemplated in no case less than a commercially reasonable standard of care; refrain from this Agreement and not otherwise using the Disclosing PartyConfidential Information for Recipient’s own benefit or the benefit of others, or in violation of any applicable laws or regulations; (b) Not creating derivative works based upon the Confidential Information, copying the Confidential Information, or allowing it to be accessed publishing or used, for any purpose other than disclosing the Purpose or related transactions between the Parties, or in any way that could harm the Disclosing Party, including, but not limited to, reverse engineering, disassembling, decompiling, or circumventing the Disclosing Party’s proprietary services, products, or confidential intellectual property; not disclose any Confidential Information to any individual or entityentity except in accordance with this Agreement; (c) Implementing and maintaining protective administrative, except technical, and organizational security measures appropriate to its Representatives who: need access to the nature of the Confidential Information to assist the Recipient or act on its behalf in connection with the Purpose or to exercise the Recipient's rights under this Agreement; are informed by the Recipient of the confidential nature of the information; and are bound by confidentiality obligations to the Recipient that are at least as stringent as the terms of this Agreement. The Recipient is responsible for any breach of this Agreement caused by any of its Representatives. Except as required by applicable federalsafeguard against unauthorized Access, statedisclosure, or local law or regulation or as agreed in writing by the Disclosing Party, the Recipient shall not, nor shall it permit its Representatives to, disclose to any third party: that the Confidential Information has been made available to them or their Representatives, or that they have reviewed any portion theft of the Confidential Information; that any discussions or negotiations related ; (d) Maintaining the confidentiality of the Confidential Information under this Agreement in accordance with Department policies and procedures and applicable State and federal laws and regulations; (e) Storing and safeguarding the Confidential Information in a physically and electronically secure location where Access is limited to authorized persons; (f) Maintaining an up-to-date list of individuals who are authorized to Access the Confidential Information; (g) Instructing and requiring all individuals authorized to Access the Confidential Information to adhere to the confidentiality requirements set forth in this Agreement prior to being granted Access to the Confidential Information; (h) Not allowing, through action or inaction, any Confidential Information or the Purpose are ongoing or may take placeto be sent by any medium, including any details on the status of such discussions or negotiations; or any terms, conditionstransmitted, or arrangements being discussed or negotiated to be Accessed outside of the United States. For the purposes of this restriction, “Access” does not include remote support sessions for devices that might contain the Confidential Information; however, during the remote support session the Department requires Recipient to escort the remote support access and maintain visibility of the actions taken during the remote support access. Requests for remote access will be submitted to the Department’s Contract Manager. With approval, third parties may be granted time-limited terminal service access to information technology resources as necessary for fulfillment of related responsibilities. Remote connections are subject to detailed monitoring via two-way log reviews and the use of other tools; and (i) Performing all actions necessary to assist with all tasks in connection furtherance of the Department’s efforts to comply with the Confidential Information or the Purposeobligations under Chapters 60FF and 60GG, Florida Administrative Code, as applicable.

Recipient Obligations. The Recipient agrees to: protect and maintain the confidentiality of all Confidential Information using at least the same level of care it uses With respect to safeguard its own confidential information, but in no case less than a commercially reasonable standard of care; refrain from using the Disclosing Party’s Confidential Information, Recipient shall: (a) safeguard the confidentiality of such Confidential Information with at least the same degree of care as Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) use such Confidential Information, or allowing permit it to be accessed or used, only for any purpose other than the Purpose or related transactions between the PartiesPurpose; (c) not use such Confidential Information, or permit it to be accessed or used, in any way that could harm the Disclosing Party, including, but not limited to, reverse engineering, disassembling, decompiling, or circumventing the manner to Disclosing Party’s proprietary servicesdetriment; (d) not reverse engineer, productsdecompile, or confidential intellectual propertydisassemble Confidential Information; and (e) except as required by law or permitted under this Agreement, not disclose any such Confidential Information to any individual or entitythird party, except to its Recipient’s Representatives who: who (i) need access to the know such Confidential Information to assist the Recipient or act on its behalf of Recipient in connection with relation to the Purpose or to exercise the Recipient's ’s rights under this Agreement; (ii) are informed by the Recipient of the confidential nature of the informationsuch Confidential Information; and (iii) are bound by subject to confidentiality obligations to the Recipient that are at least as stringent as the terms of no less protective than this Agreement. The Recipient is shall be responsible for any breach of this Agreement caused by any of its Representatives. Except as required by applicable federalIn addition, stateRecipient shall promptly notify Disclosing Party upon the discovery of any loss, any unauthorized disclosure, access, or local law or regulation or as agreed in writing by the use of any of Disclosing Party’s Confidential Information, the or any breach of this Agreement, by Recipient shall notor any of its Representatives. In such an event, nor shall it permit Recipient and its Representatives to, disclose shall use commercially reasonable efforts to any third party: that the assist Disclosing Party to regain possession of all such Confidential Information has been made available and to them or their Representativesprevent any such further loss, or that they have reviewed any portion of the Confidential Information; that any discussions or negotiations related to the Confidential Information or the Purpose are ongoing or may take placebreach, including any details on the status of such discussions or negotiations; or any termsdisclosure, conditionsaccess, or arrangements being discussed or negotiated in connection with the Confidential Information or the Purposeand use.

Recipient Obligations. (a) The Recipient agrees shall, and shall cause its Representatives to: : (i) maintain, protect and maintain safeguard the confidentiality of all the Disclosing Party’s Confidential Information using and Transaction Information with at least the same level degree of care it uses to safeguard as the Recipient would protect its own confidential informationConfidential Information, but in no case event with less than a commercially reasonable standard degree of care; refrain from using ; (ii) not use the Disclosing Party’s Confidential Information or Transaction Information, directly or allowing indirectly, or permit it to be accessed or used, for any purpose other than the Purpose evaluation, negotiation or related transactions between consummation of a Transaction (the Parties, or in any way that could harm the Disclosing Party, including, but not limited to, reverse engineering, disassembling, decompiling, or circumventing the Disclosing Party’s proprietary services, products, or confidential intellectual property; “Purpose”); (iii) not disclose any such Confidential Information or Transaction Information to any individual person or entity, except to its the Recipient’s Representatives who: : (A) need access to know the Confidential Information or Transaction Information, as applicable, to assist the Recipient Recipient, or act on its behalf behalf, in connection with relation to the Purpose or to exercise the Recipient's its rights under this the Agreement; and (B) are informed by the Recipient of the confidential nature of the information; Confidential Information or Transaction Information and are bound by confidentiality obligations have been advised of this Agreement and instructed to comply with the provisions hereof applicable to such Representatives. (b) The Recipient shall cause its Representatives to comply with the provisions of this Agreement applicable to such Representatives as if each Representative was a party hereto, and Recipient will be responsible and liable to the Recipient that are at least as stringent as Disclosing Party for any breach by its Representative of the terms of this Agreement. The Recipient is responsible for any breach of this Agreement caused by any of its Representatives. Except applicable to such Representative as required by applicable federal, state, or local law or regulation or as agreed in writing by the Disclosing Party, the Recipient shall not, nor shall it permit its Representatives to, disclose to any third party: that the Confidential Information has been made available to them or their Representatives, or that they have reviewed any portion of the Confidential Information; that any discussions or negotiations related to the Confidential Information or the Purpose are ongoing or may take place, including any details on the status of such discussions or negotiations; or any terms, conditions, or arrangements being discussed or negotiated in connection with the Confidential Information or the Purposeif each Representative was a party hereto.

Recipient Obligations. The Recipient agrees to: protect receiving Party’s obligations described in Section 6.01 shall continue during the Term of this Agreement and maintain the confidentiality for a period of all Confidential Information using at least the same level of care it uses to safeguard its own confidential informationfive (5) years thereafter, but in no case less than a commercially reasonable standard shall not apply to any of care; refrain from using the Disclosing Party’s Confidential Information: (a) which, at the time of its receipt of the Information, or allowing it to be accessed or usedis published, for any purpose other than the Purpose or related transactions between the Partiesknown publicly, or is already in any way that could harm the Disclosing Partypublic domain; (b) which, includingafter the date of its receipt of the Information, but not limited tois published, reverse engineering, disassembling, decompiling, becomes known publicly or circumventing becomes a part of the Disclosing Party’s proprietary services, products, public domain by the publication or confidential intellectual property; not disclose any Confidential Information to any individual or entityotherwise, except to its Representatives who: need access to the Confidential Information to assist the Recipient or act on its behalf in connection with the Purpose or to exercise the Recipient's rights under this Agreement; are informed by the Recipient of the confidential nature of the information; and are bound by confidentiality obligations to the Recipient that are at least as stringent as the terms of this Agreement. The Recipient is responsible for any breach of this Agreement caused by any the receiving Party; (c) which the receiving party can establish by competent proof was obtained from a third party after the date of its Representatives. Except as receipt of the Information, provided, however, that said third party has not violated any obligation of confidentiality to the disclosing Party; (d) which the receiving party can establish by competent proof was rightfully in its possession on the date of its receipt of the Information; (e) which the receiving Party can establish by competent proof was subsequently developed by the receiving Party without using any Information received from the disclosing Party; (f) which is disclosed pursuant to a requirement of law; provided, however, that the receiving Party will first give written notice of such required by applicable federaldisclosure to the disclosing Party, statemake a reasonable effort to obtain a protective order with respect to the Information, and take reasonable steps to allow the disclosing Party to protect the confidentiality of the Information required to be disclosed; (g) which is disclosed to a government agency, regulatory authority, clinical research organization, clinical investigator or other third party to whom disclosure is necessary for development of a Licensed Product in connection with drug development, approval or registration of a Licensed Product; (h) which is necessary in connection with a potential merger, sale or acquisition, financing, or local law or regulation or as agreed in writing by to meet the Disclosing Party, requirements of any securities exchange to which the Recipient shall not, nor shall it permit its Representatives to, disclose to any third party: that the Confidential Information has been made available to them or their Representatives, or that they have reviewed any portion of the Confidential Information; that any discussions or negotiations related to the Confidential Information or the Purpose are ongoing or receiving Party may take placebe subject, including any details on related rules and regulations, but only to the status extent such disclosure is reasonably required and subject to obligations of such discussions or negotiations; or any terms, conditions, or arrangements being discussed or negotiated in connection with the Confidential Information or the Purposeconfidentiality wherever possible.

Recipient Obligations. The Recipient agrees to: shall: (a) protect and maintain safeguard the confidentiality of all such Confidential Information using with at least the same level degree of care it uses to safeguard as the Recipient would protect its own confidential informationConfidential Information, but in no case event with less than a commercially reasonable standard degree of care; refrain from using ; (b) not use the Disclosing Party’s Confidential Information, or allowing permit it to be accessed or used, for any purpose other than the Purpose or any related transactions between the Parties, or in any way that could harm the Disclosing Party, including, but including not limited to, reverse engineering, disassembling, decompiling, or circumventing decompiling the Disclosing Party’s proprietary services, products, or products and/or confidential intellectual property; (c) not exploit any Confidential Information, directly or indirectly, in any way or manner, for its own or any other person’s or entity’s use, advantage, or commercial purposes, whether monetary or otherwise, except directly related to the Purpose; or (d) not disclose any such Confidential Information to any individual person or entity, except to its the Recipient’s Representatives who: : (i) need access to know the Confidential Information to assist the Recipient Recipient, or act on its behalf behalf, in connection with relation to the Purpose or to exercise the Recipient's its rights under this Agreement; , and any disclosure to such Representatives shall only be to the extent necessary for such purposes; (ii) are informed by the Recipient of the confidential nature of the information; Confidential Information and are bound by confidentiality the obligations to the Recipient that are at least as stringent as the terms of this Agreement. The ; and (iii) agree to treat Discloser’s Confidential Information confidentially and to be bound by the terms and conditions of this Agreement; (e) promptly notify the Disclosing Party of any unauthorized disclosure of Confidential Information or other breaches of this Agreement by the Recipient is or its Representatives of which the Recipient has knowledge; (f) fully cooperate with the Disclosing Party in any effort undertaken by the Disclosing Party to enforce its rights related to any such unauthorized disclosure; and (g) be responsible for any breach of this Agreement caused by any of its Representatives. Except Representatives and for enforcing this Agreement as required by applicable federal, state, or local law or regulation or as agreed in writing by the Disclosing Party, the Recipient shall not, nor shall it permit to its Representatives to, disclose to any third party: that the Confidential Information has been made available to them or their Representatives, or that they have reviewed any portion of the Confidential Information; that any discussions or negotiations related and take such action to the Confidential Information or the Purpose are ongoing or may take place, including any details on the status of such discussions or negotiations; or any terms, conditions, or arrangements being discussed or negotiated in connection extent necessary to cause them to comply with the Confidential Information or the Purposeterms of this Agreement.