Common use of Confidentiality Restrictions Clause in Contracts

Confidentiality Restrictions. Each Party shall use at least the same efforts that it uses to protect its own proprietary and confidential information (but not less than reasonable care) to: (a) hold the Confidential Information of the other Party in confidence and protect such Confidential Information from disclosure to third parties; (b) use and reproduce the Confidential Information of the other Party only for the purposes described herein; (c) restrict access to the Confidential Information of the other Party to such of its and its Affiliates’ respective personnel, agents, and consultants as have a need for access and who are subject to legally binding obligations of confidentiality substantially similar to those set forth herein; and (d) upon termination or expiration of this Agreement or the request of the other Party, return or destroy all Confidential Information of the other Party then in its possession or control; provided that any Confidential Information of the other Party held in archives or back-up systems of the Receiving Party shall be allowed to expire and be deleted or destroyed in accordance with the receiving Party’s reasonable archiving or backup policies that are consistent with industry standards. As between the Parties, each Party’s Confidential Information shall be and remain solely the property of such Party. A Receiving Party may disclose Confidential Information of the Disclosing Party only to those of its employees and advisors having a need to know such Confidential Information and shall take reasonable precautions to ensure that its employees comply with the provisions of this Section. Each Party may disclose Confidential Information of the other Party to the extent required by applicable law, regulation or legal process provided that the Receiving Party: (i) provides prompt legal notice to the extent permitted; (ii) provides reasonable assistance, at Disclosing Party’s cost, in the event the Disclosing Party wishes to oppose the disclosure; and (iii) limits the disclosure to that required by law, regulation or legal process. In the case of a breach of the confidentiality provisions of this Section, the Parties hereby agree that their respective remedies at law are inadequate, and consent to equitable enforcement of their obligations under said sections, by a court of appropriate equity jurisdiction hereunder.

Confidentiality Restrictions. Each Party shall use at least the same efforts that it uses to protect its own proprietary and confidential information (but not less than reasonable care) to: (a) hold the Confidential Information of the other Party in confidence and protect such Confidential Information from disclosure to third parties; (b) use and reproduce the Confidential Information of the other Party only for the purposes described herein; (c) restrict access to the Confidential Information of the other Party to such of its and its Affiliates’ respective personnel, agents, and consultants as have a need for access and who are subject to legally binding obligations of confidentiality substantially similar to those set forth herein; and (d) upon termination or expiration of this Agreement or the request of the other Party, return or destroy all Confidential Information of the other Party then in its possession or control; provided that any Confidential Information of the other Party held in archives or back-up systems of the Receiving Party shall be allowed to expire and be deleted or destroyed in accordance with the receiving Party’s reasonable archiving or backup policies that are consistent with industry standards. As between the Parties, each Party’s Confidential Information shall be and remain solely the property of such Party. A Receiving Party may disclose Confidential Information of the Disclosing Party only to those of its employees and advisors having a need to know such Confidential Information and shall take reasonable precautions to ensure that its employees comply with the provisions of this Section. Each Party may disclose Confidential Information of the other Party to the extent required by applicable law, regulation or legal process provided that the Receiving Party: (i) provides prompt legal notice to the extent permitted; (ii) provides reasonable assistance, at Disclosing Party’s cost, in the event the Disclosing Party wishes to oppose the disclosure; and (iii) limits the disclosure to that required by law, regulation or legal process. In the case of a breach of the confidentiality provisions of this Section, the Parties hereby agree that their respective remedies at law are inadequate, and consent to equitable enforcement of their obligations under said sections, by a court of appropriate equity jurisdiction hereunder. Client shall be solely responsible for any Client-initiated disclosures of Confidential Information through Licensed Products, including but not limited to, responses to supplier surveys from other parties using the Cloud Services and granting account access to additional users.

Confidentiality Restrictions. Each Party shall use at least the same efforts that it uses to protect its own proprietary and confidential information (but not less than reasonable care) to: (a) hold the Confidential Information Informa tion of the other Party in confidence and protect such Confidential Information from disclosure to third parties; (b) use and reproduce the Confidential Information of the other Party only for the purposes described herein; (c) restrict access to the Confidential Information of the other Party to such of its and its Affiliates’ respective personnel, agents, and consultants as have a need for access and who are subject to legally binding obligations of confidentiality substantially similar to those Master Agreement – OL 092019 Page 5 of 10 set forth herein; and (d) upon termination or expiration of this Agreement or the request of the other Party, return or destroy all Confidential Information of the other Party then in its possession or control; provided that any Confidential Information of the other Party held in archives or back-up systems of the Receiving Party shall be allowed to expire and be deleted or destroyed in accordance with the receiving Party’s reasonable archiving or backup policies that are consistent with industry standards. As between the Parties, each Party’s Confidential Information shall be and remain solely the property of such Party. A Receiving Party may disclose Confidential Information of the Disclosing Party only to those of its employees and advisors having a need to know such Confidential Information and shall take reasonable precautions to ensure that its employees comply with the provisions of this Section. Each Party may disclose Confidential Information of the other Party to the extent required by applicable law, regulation or legal process provided that the Receiving Party: (i) provides prompt legal notice to the extent permitted; (ii) provides reasonable assistance, at Disclosing Party’s cost, in the event the Disclosing Party wishes to oppose the disclosure; and (iii) limits the disclosure to that required by law, regulation or legal process. In the case of a breach of the confidentiality provisions of this Section, the Parties hereby agree that their respective remedies at law are inadequate, and consent to equitable enforcement of their obligations under said sections, by a court of appropriate equity jurisdiction hereunder.

Confidentiality Restrictions. (a) During the term of this Agreement and for two (2) years thereafter, each Party shall maintain in confidence and not disclose the other Party’s financial, technical, sales, marketing, development and personnel information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any such information, “Confidential Information”) other than for the Permitted Purpose or as otherwise permitted under the Purchase Agreement. Each Party shall use at least the same efforts that degree of care, but no less than reasonable care, to protect the other Party’s Confidential Information as it uses to protect its own proprietary and confidential information (but not less than reasonable care) to: (a) hold the Confidential Information of like nature. Unless otherwise authorized in any other agreement between the other Parties, any Party in confidence and protect such Confidential Information from disclosure to third parties; (b) use and reproduce the Confidential Information of the other Party only for the purposes described herein; (c) restrict access to the Confidential Information of the other Party to such of its and its Affiliates’ respective personnel, agents, and consultants as have a need for access and who are subject to legally binding obligations of confidentiality substantially similar to those set forth herein; and (d) upon termination or expiration of this Agreement or the request of the other Party, return or destroy all Confidential Information of the other Party then in its possession or control; provided that receiving any Confidential Information of the other Party held in archives (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”) or back-up systems as otherwise permitted under the Purchase Agreement. Any Receiving Party may disclose such Confidential Information only to its professional advisors and other representatives (“Representatives”) who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be allowed to expire and be deleted or destroyed in accordance with the receiving Party’s reasonable archiving or backup policies liable for any breach of these confidentiality provisions by such persons; provided, however, that are consistent with industry standards. As between the Parties, each Party’s Confidential Information shall be and remain solely the property of such Party. A any Receiving Party may disclose Confidential Information of the Disclosing Party only to those of its employees and advisors having a need to know such Confidential Information and shall take reasonable precautions to ensure that its employees comply with the provisions of this Section. Each Party may disclose Confidential Information of the other Party to the extent such Confidential Information is required to be disclosed by a governmental order or by applicable lawLaw, regulation or legal process provided that in which case the Receiving Party: (i) provides prompt legal notice Party shall promptly notify, to the extent permitted; possible, the disclosing Party (ii) provides the “Disclosing Party”), and take reasonable assistance, at steps to assist in protecting the Disclosing Party’s cost, in the event the Disclosing Party wishes rights prior to oppose the disclosure; and (iii) limits the disclosure to that required by law, regulation or legal process. In the case of a breach of the confidentiality provisions of this Section, the Parties hereby agree that their respective remedies at law are inadequate, and consent in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to equitable enforcement of their obligations disclose under said sections, such governmental order or by a court of appropriate equity jurisdiction hereunderapplicable Law.