Common use of Confidentiality Data Clause in Contracts

Confidentiality Data. (a) The Service Provider’s materials, data and information, including any configuration files or indices, that may be provided to the Purchaser or generated in connection with the Services concerning the Service Provider’s business, operations or results of operations (including any such information learned during an audit), and the Purchaser’s materials, data and information, including any configuration files or indices, that may be provided to the Service Provider or generated in connection with the Services concerning the Purchaser’s business, operations and results of operations (including any such information learned during an audit), are proprietary trade secrets and confidential information (“Confidential Information”) of the Service Provider and the Purchaser, respectively, and neither party shall possess any interest, title, lien or right in any Confidential Information of the other. Without the express prior written consent of the other party, each party agrees not to (i) disclose the Confidential Information of the other party or the scope of the Services or other terms of this Agreement (collectively, the “Agreement Terms”) to any third party, or (ii) use the Confidential Information of the other party, in either case, except as necessary to perform its obligations under this Agreement and the Purchase Agreement, and each party shall be responsible for any breaches of this Section 9 by its directors, officers, employees, Affiliates, representatives (including financial advisors, attorneys and accountants) or agents (with respect to each party, its “Representatives”). (b) The term “Confidential Information” will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by the party receiving the Confidential Information (the “Receiving Party”) or its Representatives, (ii) is or becomes available to the Receiving Party on a non-confidential basis from a source (other than the party providing, directly or indirectly, its Confidential Information (the “Providing Party”) or its Representatives) which, to the Receiving Party’s knowledge after due inquiry, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the Providing Party or its Representatives or (iii) is independently developed by the Receiving Party or its Affiliates without reference to the Confidential Information, and such destruction shall be certified in writing to the Providing Party by a duly authorized Representative of the Receiving Party. (c) Upon the earliest to occur of (i) the termination of this Agreement, (ii) such time as any Confidential Information ceases to be required by the Receiving Party to perform or receive Services or (iii) the request of a Providing Party, a Receiving Party shall promptly return, or cause to be returned, all or any requested portion of such Confidential Information and any copies thereof and shall destroy, or cause to be destroyed, all copies (including electronic versions) of any compilations, analyses, studies or other documents prepared by the Receiving Party or its Representatives containing or reflecting any such Confidential Information, but only such portions containing Confidential Information (with written notice of such destruction provided to the Providing Party). (d) Notwithstanding any other provision of this Section 9, either party may disclose any Confidential Information of the other party and the Agreement Terms to the minimum extent required by applicable Law or legal process; provided that any Receiving Party that is requested pursuant to, or required by, applicable Law or legal process to disclose any Confidential Information or the Agreement Terms, shall provide, if legally permissible, the Providing Party with prompt prior written notice of such request or requirement, and shall cooperate with the Providing Party to seek an appropriate protective order or other remedy or to take steps to resist or narrow the scope of such request or legal process. (e) The parties hereto acknowledge and agree that remedies at law would be an inadequate remedy for the breach of any provision of this Section 9 and that in addition thereto, the parties hereto shall be entitled to specific performance of the terms hereof or other equitable remedies in the event of any such breach.

Confidentiality Data. (a) The Service Provider’s materials, data and information, including any configuration files or indices, and/or information of Utopia that may be provided to the Purchaser or generated in connection with the Services SCOA and/or Ipanema concerning the Service Provider’s business, operations or results of operations Utopia (including any such information learned during an audit), and the Purchaser’s Ipanema's materials, data and information, including any configuration files or indices, that may be and/or information provided to the Service Provider Utopia or generated in connection with the Services concerning the Purchaser’s business, operations and results disposition of operations (including any such information learned during an audit)the Receivables, are proprietary trade secrets and confidential information (“"Confidential Information”") of the Service Provider Utopia and the PurchaserIpanema, respectively, and neither no party shall possess any interest, title, lien or right in any Confidential Information of the any other. Without the express prior written consent of Utopia on one hand, and SCOA and Ipanema on the other partyhand, each party agrees agree not to (i) disclose the Confidential Information of the other party or the scope of the Services or other terms of this Agreement (collectively, the “Agreement Terms”) to any third party, party or (ii) use the Confidential Information of the other party, in either case, except as necessary to perform its obligations under this Agreement and Agreement, in either case without the Purchase Agreementexpress prior written consent of the other, and each party shall be responsible for any breaches of this Section 9 6 by its affiliates, directors, officers, employees, Affiliates, representatives (including financial advisors, attorneys and accountants) or agents (with respect to each party, its “the "Representatives”"). (b) The term “Confidential Information” Information will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by the any party receiving the Confidential Information (the “"Receiving Party”") or its Representatives, Representatives or (ii) is or becomes available to the Receiving Party on a non-confidential nonconfidential basis from a source (other than the party providing, directly or indirectly, its Confidential Information (the “"Providing Party”") or its Representatives) which, to the best of the Receiving Party’s 's knowledge after due inquiry, is not prohibited from disclosing such information to it by a legal, contractual or fiduciary obligation to the Providing Party or its Representatives or (iii) is independently developed by the Receiving Party or its Affiliates without reference to the Confidential Information, and such destruction shall be certified in writing to the Providing Party by a duly authorized Representative of the Receiving Party. (c) Upon the earliest to occur of (i) the expiration or termination of this Agreement, (ii) Agreement or at such time as any Confidential Information ceases to be required by the Receiving Party to perform or receive Services hereunder, or (iii) at the request of a Providing Party, a Receiving Party shall promptly return, or and cause to be returned, all or any requested portion of such Confidential Information and any copies thereof and shall destroy, or cause to be destroyed, all copies (including electronic versions) of any compilations, analyses, studies or other documents prepared by the Receiving Party or its Representatives containing or reflecting any such Confidential Information, but only such portions containing Confidential Information (with written notice of such destruction provided to the Providing Party). (d) Notwithstanding any the other provision provisions of this Section 96, either party may disclose any Confidential Information of the other party and the Agreement Terms to the minimum extent required by applicable Law law, regulation or legal process; provided that any Receiving Party either party that is requested pursuant to, or required by, applicable Law law, regulation or legal process to disclose any Confidential Information or the Agreement Terms, shall provide, if legally permissible, provide the Providing Party with prompt prior written notice of such request or requirement, and shall cooperate with the Providing Party to seek an appropriate protective order or other remedy or remedy, to take steps to resist or narrow the scope of such request or legal process. (e) The parties hereto acknowledge and agree that remedies at law would be an inadequate remedy for the breach of any provision of this Section 9 and that in addition thereto, the parties hereto shall be entitled to specific performance of the terms hereof or other equitable remedies in the event of any such breach.