The Receiving Party Agrees Clause Samples
This clause establishes the obligations and responsibilities that the receiving party must accept under an agreement, typically in the context of confidential information or materials. It outlines the specific actions or standards the receiving party must adhere to, such as maintaining confidentiality, restricting use, or safeguarding proprietary data. By clearly defining these expectations, the clause ensures that the receiving party is legally bound to protect the interests of the disclosing party, thereby reducing the risk of misuse or unauthorized disclosure.
The Receiving Party Agrees a. To use the confidential information only for the purpose set forth above.
b. To treat the information as being confidential and to protect the information with no less standard of care than the Receiving Party uses to protect its own confidential information.
c. To restrict circulation and disclosure of the confidential information to its employees, directors, officers or attorneys who have a need to know in connection with the purpose of the disclosure as set forth above, and to ensure that such persons are informed of the confidential nature of such information.
d. To hold such confidential information in confidence, and not to disclose the confidential information to any other party without the written authorization of the Disclosing Party.
e. To return or destroy the confidential information promptly upon request of the Disclosing Party, or, in any event, upon termination or completion of this Agreement, together with any and all copies, negatives, or reproductions thereof. One copy may be retained for archival purposes.
The Receiving Party Agrees. (i) not to disclose, allow access to, or otherwise make available Disclosing Party’s Confidential Information to any third party without the prior written consent of Disclosing Party; provided, however, that Receiving Party may disclose Disclosing Party’s Confidential Information to its affiliates, and their officers, employees, consultants, and legal advisors and subcontractors who have a “need to know,” who have been apprised of this restriction, and who are themselves bound by a non- disclosure obligation at least as restrictive as this Section 6 and such obligation is contemporaneous with the length of Supplier’s obligations as provided in Section 6.5, regardless of employment status, termination, or discharge; (ii) to use Disclosing Party’s Confidential Information only for the purposes of performing its obligations under the Agreement or to make use of the Products; and
The Receiving Party Agrees a. To use the information only for the purpose set forth above.
b. To treat the information as being confidential and to protect the information with no less standard of care than the Receiving Party uses to protect its own proprietary information.
c. To restrict circulation and disclosure of the information within its own organization to employees who have a need to know in connection with the purpose of the disclosure as set forth above, and to ensure that such employees are informed of the confidential nature hereof and agree to and are required to observe the provisions of confidentiality set forth herein.
d. To hold such information in confidence, and not to disclose the information to any other party without the written authorization of the Disclosing Party.
e. To return or destroy the information promptly upon request of the Disclosing Party, or, in any event, upon termination or completion of this Agreement, together with any and all copies, negatives, or reproductions thereof. One copy may be retained for archival purposes.
The Receiving Party Agrees. (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except as expressly permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. In addition, Customer will not (nor will it permit any third party to) (1) reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive the source code underlying the Slite Platform or modify or create derivative works based on the Slite Platform; (2) use the Slite Platform to build a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Slite Platform; or (3) use the Slite Platform in an unlawful manner or otherwise outside the scope expressly permitted hereunder.