Common use of Confidentiality Measures Clause in Contracts

Confidentiality Measures. 3.1 To secure the confidentiality attaching to the Confidential Information, belonging to the other party, each party shall:- 3.1.1 take or ensure that all reasonable precautions are taken in dealing with the Confidential Information so as to prevent any third party from having access thereto or from learning of the fact of, or the reason for, the possession of such Confidential Information and each party shall use its best endeavours to prevent disclosure or publication thereof; 3.1.2 keep separate all Confidential Information and all information generated by it based thereon from all documents and other records of that other party; 3.1.3 not remove any documents and/or other material belonging to the other party or bearing or incorporating any of the Confidential Information from the other party's premises except where authorised in writing by that other party and in such case shall keep all such documents and/or other material at the usual place of its business, in a secure situation; 3.1.4 not use, reproduce, transform, or store any of the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside its usual place of business; 3.1.5 allow access to the Confidential Information only to those of its officers or employees who have reasonable need to see and use it for the purposes set out in clause 2.1 and shall inform each of the said officers or employees of the confidential nature of the Confidential Information and procure that they shall comply with the obligations on such party in respect thereof; 3.1.6 wherever reasonably practicable obtain a written statement from each of its officers or employees having access to the Confidential Information undertaking to maintain the same confidential and shall take such steps as may be reasonably necessary to enforce such obligations; and 3.1.7 in the event that it becomes legally compelled to disclose any Confidential Information, give the other party hereto prompt notice of the fact so that that other party may take such steps to prevent such disclosure as it deems appropriate and it shall co-operate with the other party in such manner as the other party may reasonably require for this purpose. 3.1.8 make copies of the Confidential Information only to the extent strictly required for the purposes as set out in clause 2.1.

Confidentiality Measures. 3.1 To secure maintain the confidentiality attaching of the disclosed Information each party shall: (a) not disclose the Information to anyone other than to those of their respective Representatives who need access to it for the Purpose ("Approved Representatives"), and only to the Confidential Informationextent that they need that access, belonging on the terms of this Agreement and on the basis that they themselves will not disclose, copy, reproduce or distribute it to the other party, each party shall:- 3.1.1 take or ensure that all reasonable precautions are taken in dealing with the Confidential Information so as to prevent any third party from having access thereto or from learning of the fact of, or the reason for, the possession of such Confidential Information and each party shall use its best endeavours to prevent disclosure or publication thereofperson who is not an Approved Representative; 3.1.2 (b) keep separate all Confidential Information and all information generated by it based thereon from all documents and other records of that other the receiving party; 3.1.3 (c) apply to the Information no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which the receiving party warrants as providing adequate protection from unauthorised disclosure, copying or use; (d) keep a written record of: (i) any document or other Information received from the other in tangible form; (ii) any copy made of all or part of the Information; and (iii) any Approved Representative of the receiving party having possession or control of the Information or any part of it; (e) ensure that any document or other records containing Information shall be kept at its premises and shall not remove or allow to be removed such document or other records from its premises without the prior written approval of the other; and (f) ensure and advise that its Representatives that: i. the Information is given and their negotiations are taking place in confidence, and that neither the party nor any documents and/or of its Representatives should base any behaviour that would amount to market abuse on the Information or the existence or subject matter of their negotiations until after such information has been made generally available; ii. some or all of the Information and their negotiations may be inside information and that neither the party nor any of its Representatives should deal in securities that are price- affected securities in relation to the inside information, encourage another person to deal in price-affected securities or disclose the inside information before the inside information is made public. iii. do not contact any Representatives, other material belonging to than the Approved Representatives, of the other party or bearing or incorporating any of the Confidential Information from with a view to obtaining information about the other party's premises except where authorised in writing by , its Group or its business. (f) ensure that its Representatives do not contact any Representatives, other than the Approved Representatives, of the other party and in such case shall keep all such documents and/or with a view to obtaining information about the other material at the usual place of party, its Group or its business, in . 3.2 To the extent that any Information is stored within a secure situation; 3.1.4 not use, reproduce, transform, or store any of the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it is stored in any machine-readable form or by any means whatsoever outside its usual place of business;the receiving party shall ensure that the Information is secured so that access may not be gained and copies may not be made other than in accordance with this Agreement. 3.1.5 allow access to 3.3 The receiving party shall enforce the Confidential Information only to those of its officers or employees who have reasonable need to see and use it for the purposes obligations set out in this clause 2.1 at its own expense and shall inform each at the request of the said officers or employees disclosing party insofar as any breach of those obligations relates to the unauthorised disclosure of the confidential nature of the Confidential Information and procure that they shall comply with the obligations on such party in respect thereof; 3.1.6 wherever reasonably practicable obtain a written statement from each of its officers or employees having access to the Confidential Information undertaking to maintain the same confidential and shall take such steps as may be reasonably necessary to enforce such obligations; and 3.1.7 in the event that it becomes legally compelled to disclose any Confidential other's Information, give the other party hereto prompt notice of the fact so that that other party may take such steps to prevent such disclosure as it deems appropriate and it shall co-operate with the other party in such manner as the other party may reasonably require for this purpose. 3.1.8 make copies of the Confidential Information only to the extent strictly required for the purposes as set out in clause 2.1.