RESTRICTIONS ON DISCLOSURE AND USE OF INFORMATION. 3.1. The Receiving Party shall not disclose the Confidential Information to any person whomsoever other than the Representatives who are directly involved in carrying out the Receiving Party’s obligations in terms of this Agreement and then only on a need- to-know basis. Before revealing any Confidential Information to them, the Receiving Party shall procure that Representatives are made aware of the confidential nature of the Confidential Information being made available to them and that all Representatives are bound by similar undertakings of confidentiality. The Receiving Party shall not disclose the Confidential Information to any person, save its Representatives involved, in the Relationship and who have a need to know the Confidential Information and only to the extent necessary for the Relationship. 3.2. The Receiving Party agrees and undertakes in favour of the Disclosing Party that at all times during and after their engagement, including during contract negotiations, fulfilling any contractual duties to the other Party, client engagement, presentation, or negotiation: 3.2.1. not to disclose the Confidential Information to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, save in accordance with the provisions of this Agreement; 3.2.2. not to utilise, employ, exploit or any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purposes whatsoever other than strictly in relation to the Relationship, without the prior written permission of the Disclosing Party, and if the Confidential Information is proprietary to a third party, it shall also be incumbent upon the Receiving Party to obtain the prior written consent of such third party; 3.2.3. not to (and will not attempt to) decompile, disassemble, reverse engineer, access source code of, modify, improve, create a derivative work of, reconstruct or copy any Intellectual Property contained in or related to the whole or any part of the Confidential Information; 3.2.4. not to use the Confidential Information whether directly or indirectly, for the Receiving Party’s benefit or the benefit of any person, other than the Disclosing Party; and 3.2.5. that the unauthorised or unlawful use or disclosure of the Confidential Information my cause irreparable loss, harm and damage to the Disclosing Party. 3.3. The Receiving Party may only make such copies of the Confidential Information as are reasonably required for the Relationship and any such copies shall be the property of the Disclosing Party. Any such copies shall be held and possessed by the Receiving Party as the agent for the Disclosing Party. 3.4. The Receiving Party shall be responsible for any breach of the terms of this Agreement by any persons (including its Representatives) to whom it discloses Confidential Information of the Disclosing Party, and shall at the Receiving Party’s sole expense take all reasonable measures to restrain such persons from prohibiting any unauthorised use of the Disclosing Party’s Confidential Information. 3.5. For the avoidance of doubt, no provision of this Agreement should be construed in such a way that the Disclosing Party is deemed to have granted its consent to the Receiving Party to disclose the whole or any part of the Confidential Information in the event that the Receiving Party receives a request, for the whole or any part of the Confidential Information in terms of the provisions of the PAI Act. 3.6. In the event of the Receiving Party receiving a request from a third party for the disclosure of, and access to, the Confidential Information of the Disclosing Party, the Receiving Party shall, in accordance with the provisions of section 65 of the PAI Act, refuse to disclose and provide such third party with access to the Confidential Information requested. 3.7. The Receiving Party acknowledges that the provisions of clause 3.6 above shall not be construed in such a manner as to exclude the applicability of any other ground of refusal contained in the PAI Act which may be applicable in the event that the Receiving Party receives a request for the whole or any part of the Confidential Information in terms of the PAI Act.
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RESTRICTIONS ON DISCLOSURE AND USE OF INFORMATION. 3.1All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. The Receiving Party Such Information (i) shall not disclose be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; (ii) shall, together with any full or partial copies thereof, be returned or destroyed (at the Confidential Information to any person whomsoever other than the Representatives who are directly involved in carrying out the Receiving furnishing Party’s obligations in terms option) when no longer needed or upon any termination of this Agreement Agreement; and then (iii) shall be disclosed only on to employees and Affiliates of a need- to-know basis. Before revealing any Confidential Information to themParty, the Receiving Party shall procure that Representatives are made aware of the confidential nature of the Confidential Information being made available to them and that all Representatives are bound by similar undertakings of confidentiality. The Receiving Party shall not disclose the Confidential Information to any person, save its Representatives involved, in the Relationship and who have with a need to know know, solely for use as expressly authorized in this Agreement. Such Affiliates shall enter into a nondisclosure agreement with the Confidential Information and only receiving Party setting forth the obligations substantially equal to those herein prior to the extent necessary disclosure of Information by receiving Party to such Affiliates. Moreover, such Information shall be used by the receiving Party only for the Relationship.
3.2. The Receiving Party agrees and undertakes purposes contemplated under this Agreement or in favour the exercise of the Disclosing Party that at all times during and after their engagement, including during contract negotiations, fulfilling any contractual duties to the other Party, client engagement, presentation, or negotiation:
3.2.1. not to disclose the Confidential Information to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, save in accordance with its rights it may receive expressly under the provisions of this Agreement;
3.2.2. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. LICENSEE shall remain directly liable to QTI for misuse of the Information, including but not limited to utiliseany Software, employby any of its Affiliates. The receiving Party may disclose Information to other persons, exploit or upon the furnishing Party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other manner whatsoever use reasonable conditions requested by the Confidential Information disclosed pursuant furnishing Party including but not limited to an indemnification by the provisions of this Agreement for receiving Party against any purposes whatsoever other than strictly in relation to losses suffered by the Relationship, without the prior written permission furnishing Party as a result of the Disclosing Party, and if the Confidential Information is proprietary to a third party, it shall also be incumbent upon the Receiving Party to obtain the prior written consent misuse of such third party;
3.2.3Information by such other persons. not to (and will not attempt to) decompile, disassemble, reverse engineer, access source code of, modify, improve, create a derivative work of, reconstruct or copy any Intellectual Property contained in or related to These restrictions on the whole or any part of the Confidential Information;
3.2.4. not to use the Confidential Information whether directly or indirectly, for the Receiving Party’s benefit or the benefit of any person, other than the Disclosing Party; and
3.2.5. that the unauthorised or unlawful use or disclosure of Information shall not apply to any Information: (a) which can be proven to be or have been independently developed by the Confidential Information my cause irreparable loss, harm and damage receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (b) after it has become generally known to the Disclosing Party.
3.3. The Receiving Party may only make public from a source having the right to disclose such copies of the Confidential Information as are reasonably required for the Relationship and any such copies shall be the property of the Disclosing Party. Any such copies shall be held and possessed by the Receiving Party as the agent for the Disclosing Party.
3.4. The Receiving Party shall be responsible for any breach of the terms of this Agreement by any persons Information; or (including its Representativesc) to whom it discloses Confidential Information of the Disclosing Party, and shall which at the Receiving time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s sole expense take all reasonable measures to restrain possession; or (d) which the disclosing Party agrees in writing is free of such persons from prohibiting any unauthorised use of the Disclosing Party’s Confidential Informationrestrictions.
3.5. For the avoidance of doubt, no provision of this Agreement should be construed in such a way that the Disclosing Party is deemed to have granted its consent to the Receiving Party to disclose the whole or any part of the Confidential Information in the event that the Receiving Party receives a request, for the whole or any part of the Confidential Information in terms of the provisions of the PAI Act.
3.6. In the event of the Receiving Party receiving a request from a third party for the disclosure of, and access to, the Confidential Information of the Disclosing Party, the Receiving Party shall, in accordance with the provisions of section 65 of the PAI Act, refuse to disclose and provide such third party with access to the Confidential Information requested.
3.7. The Receiving Party acknowledges that the provisions of clause 3.6 above shall not be construed in such a manner as to exclude the applicability of any other ground of refusal contained in the PAI Act which may be applicable in the event that the Receiving Party receives a request for the whole or any part of the Confidential Information in terms of the PAI Act.
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