Use of the Confidential Information. 3.1.1 The Receiving Party commits to keep Confidential Information as strictly confidential, even though the Disclosing Party did not expressly mention their confidential nature and, in this context, commits: a) to use the Confidential Information strictly limited for the sole needs of the Purpose and acknowledges that the Confidential Information shall remain in any case the property of the Disclosing Party, b) not to make / realize or have made / realized any copy, on the occasion of its visits or contacts in the premises of the Disclosing Party, in any form or media whatsoever such as photos, films or visual or sound or magnetic recordings on aids or media, including mobile phone and personal digital assistant picture functions, concerning in whole or in part any kind of material, information or content of the Disclosing Party, without the prior written approval of the latter, c) not to disclose or let disclose to any third party, free of charge or for a consideration and under any form, any Confidential Information received under this Agreement, besides the existence of the Agreement itself. 3.1.2 The Receiving Party shall not disclose any such Confidential Information to any other person other than its directors, officers, employees who have a direct need to know such Confidential Information strictly for the Purpose and who have been informed of the confidential nature of the Confidential Information and on the fact that they are bound by this Agreement. The Receiving Party shall in any case be liable for any failure related to this Agreement if such failure is a consequence of the act or omission of its directors, officers' employees who received the Confidential Information. 3.1.3 The Receiving Party agrees that it shall not use any part of the Confidential Information supplied by the Disclosing Party for its own or third parties' purposes, but only for development of the Purpose, and that it shall not file for any intellectual right protection for the Information received by the Disclosing Party.
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Sources: Unilateral Non Disclosure Agreement
Use of the Confidential Information. 3.1.1 The Receiving Party commits to keep Confidential Information as strictly confidential, even though the Disclosing Party did not expressly mention their confidential nature and, in this context, commits:
a) to use a. Company will hold all of the Confidential Information strictly limited for the sole needs of the Purpose in strict confidence, and acknowledges that the Confidential Information shall remain in any case the property of the Disclosing Party,
b) not to make / realize or have made / realized any copyexcept as expressly set forth herein, on the occasion of its visits or contacts in the premises of the Disclosing Party, in any form or media whatsoever such as photos, films or visual or sound or magnetic recordings on aids or media, including mobile phone and personal digital assistant picture functions, concerning in whole or in part any kind of material, information or content of the Disclosing Party, without the prior written approval of the latter,
c) not to disclose or let disclose to any third party, free of charge or for a consideration and under any form, any Confidential Information received under this Agreement, besides the existence of the Agreement itself.
3.1.2 The Receiving Party shall will not disclose any such Confidential Information to any other person other than third person(s) (which term as used in this Agreement will be broadly interpreted to include without limitation any corporation, company, group, partnership, agency, or individual).
b. Company shall: (i) use the Confidential Information only in connection with the Permitted Use; (ii) disclose the Confidential Information only to its officers, directors, officers, employees and advisors who have a direct need to know such the Confidential Information strictly for to accomplish the Purpose Permitted Use; and who (iii) safeguard the Confidential Information with the same degree of care to avoid unauthorized disclosure as Company uses to protect its own Confidential Information of a similar nature; but in no case less than reasonable care. It is Company's responsibility to ensure that any officers, directors, or employees to have been informed access to the Confidential Information will, prior to being provided with any or all of the confidential nature Confidential Information, agree to be bound by the terms of this Agreement. Company shall not use the Confidential Information in any respect to compete with ProVantage at any time or provide such Information to a third party to compete with ProVantage.
c. Immediately after Company's use of the Confidential Information and on for the fact Permitted Use, or earlier upon written request by ProVantage, Company shall return to ProVantage all of the Confidential Information, together with summaries of the Confidential Information or shall destroy such summaries; provided, however, that they are bound by the Company may retain one copy of all the Confidential Information in its legal files in order to monitor compliance with this Agreement.
d. ProVantage will use its best efforts to ensure the accuracy and completeness of the Confidential Information, but ProVantage does not make and will not be deemed to have made any warranty as to the accuracy or completeness of any of the Confidential Information. The Receiving Party shall in any case ProVantage will not be liable for any failure related to this Agreement if such failure is a consequence damages arising out of the act or omission of its directors, officers' employees who received the Confidential Information.
3.1.3 The Receiving Party agrees that it shall not use any part of the Confidential Information supplied disclosed hereunder.
e. Company will assume the liability for all damages, losses, costs, or expenses which result from (i) the use of the Confidential Information by Company for any purpose other than the Permitted Use; (ii) disclosure of the Confidential Information by Company to third parties or entities; or (iii) the use of the Confidential Information by any person or entity other than Company, caused by the Disclosing Party for unauthorized disclosure or dissemination of same by any employees, agents, or contractors of Company.
f. The foregoing obligations of Company will not apply to the extent that the Confidential Information: (i) which, at the time of its own disclosure, is in the public domain or third parties' purposeswhich, but only for development after disclosure, becomes part of the Purposepublic domain by publication or otherwise through no action or fault of Company; (ii) which Company can show was in its possession at the time of disclosure and was not acquired, and that it shall not file for any intellectual right protection for the Information directly or indirectly, from ProVantage; or (iii) which was received by Company from a third party having a legal right to transmit the Disclosing Partyinformation.
g. Subject to Section 4 below, the foregoing obligations of Company will not apply to the extent that Company is required by law to provide the Confidential Information to a government agency or regulatory body.
h. Company acknowledges its responsibilities under the federal securities law, including without limitation, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, with respect to trading ProVantage's securities while in possession of material non-public information.
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