Confidentiality Undertaking Clause Samples

A Confidentiality Undertaking is a contractual provision that obligates parties to keep certain information private and not disclose it to unauthorized third parties. Typically, this clause applies to sensitive business information, trade secrets, or proprietary data shared during the course of a business relationship, and may specify the duration of confidentiality and any exceptions, such as disclosures required by law. Its core function is to protect valuable or sensitive information from being misused or leaked, thereby preserving the competitive advantage and trust between the parties involved.
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Confidentiality Undertaking. You undertake (a) to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information, (b) to use the Confidential Information only for the Permitted Purpose, (c) to use all reasonable endeavours to ensure that any person to whom you pass any Confidential Information (unless disclosed under paragraph [2.2 or] 2.3) acknowledges and complies with the provisions of this letter as if that person were also a party to it, and (d) not to make enquiries of any member of the Group or any of their officers, directors, employees or professional advisers relating directly or indirectly to the Acquisition.
Confidentiality Undertaking. You undertake:
Confidentiality Undertaking. You undertake (a) to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by paragraph 2 below and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information, and (b) until the Acquisition is completed to use the Confidential Information only for the Permitted Purpose.
Confidentiality Undertaking. Each Party undertakes to consider and treat the Confidential Information received as strictly confidential and as the exclusive property of the Disclosing Party. The Receiving Party undertakes to: a) take all necessary measures to protect the confidentiality of the Confidential Information, and not to disclose or communicate the Confidential Information to any third party without the prior written consent of the Disclosing Party, including, but not limited to any third party who is acquiring the Receiving Party; b) maintain the Confidential Information and protect it with at least the same degree of care in protecting its own confidential information; or c) use the Confidential Information exclusively for the purposes of the Project and not to make any other use thereof; d) not to copy, reproduce, duplicate in whole or in part the Confidential Information in any form whatsoever, unless this is necessary to carry out the Project and such copies, reproductions or duplications have been authorised by the other Party; e) not to disassemble, dismantle, reverse engineer, decompile, inspect or otherwise test the Disclosing Party’s Confidential Information without the express consent of the Disclosing Party; f) not to use the Confidential Information to manufacture, have manufactured or sell products or services that compete with the products or services of the Disclosing Party; g) only disclose Confidential Information to its employees, subcontractors and Representatives and/or those of its Affiliates who need to know the Confidential Information in order to carry out the Project and who are bound by written and binding non-disclosure obligations at least as restrictive as those herein; the Receiving Party shall remain liable for any unauthorised disclosure, misuse or breach of this Agreement by its subcontractors and Representatives and those of its Affiliates; and h) to inform the Disclosing Party of any actual or potential breach of any of the obligations under the Agreement. The Project and the fact that discussions and negotiations concerning the Project take place or the status of such discussions and negotiations, as well as the existence, content and performance of the Agreement, shall be considered Confidential Information and shall be covered by the provisions of this article.
Confidentiality Undertaking. We undertake (a) to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 below and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to our own confidential information, (b) to use the Confidential Information only for the Permitted Purpose, (c) to use all reasonable endeavours to ensure that any person to whom we pass any Confidential Information (unless disclosed under paragraph 2(b) below) acknowledges and complies with the provisions of this letter as if that person were also a party to it and (d) not to make enquiries of any member of the Group or any of their officers, directors, employees or professional advisers relating directly or indirectly to the Facilities, other than directly to the Group Treasurer of Vodafone.
Confidentiality Undertaking. We undertake (a) to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by paragraph [***] below and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to our own confidential information and (b) until the Acquisition is completed to use the Confidential Information only for the Permitted Purpose.
Confidentiality Undertaking. The Executive confirms that he is bound by the provisions of the Confidentiality Undertaking covenant set out in Schedule B hereto.
Confidentiality Undertaking. You undertake: (a) To keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by paragraph 2 of this Agreement and to ensure that all Confidential Information is protected with security measures and the same degree of care as you would take in relation to your own confidential information; (b) To keep confidential and not disclose to any except as provided for by paragraph 2 of this Agreement the fact that the Confidential Information has been made available or that discussions or negotiations are taking place or have taken place between us and you in connection with the Project; and (c) To use Confidential Information only for the Permitted Purpose.
Confidentiality Undertaking. You undertake: (A) to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 below and to ensure that the Confidential Information is protected with security measures with a degree of care not less than that which you would apply to your own confidential information; (B) to keep confidential and not disclose to anyone except as provided for by paragraph 2 below the fact that the Confidential Information has been made available or that discussions or negotiations are taking place or have taken place between us; (C) to use the Confidential Information only for the Permitted Purpose; (D) to ensure that any person to whom you pass any Confidential Information in accordance with paragraph 2 (unless disclosed under paragraph 2(B) below) acknowledges and complies with the provisions of this letter as if that person were also a party to it; and (E) not to make enquiries in relation to the Confidential Information of any other person, whether a third party or any member of the Group or any of their officers, directors, employees or professional advisers, save for such officers, directors, employees or professional advisers as may be expressly nominated by us for this purpose, provided that this paragraph shall not prevent or restrict you from conducting and completing all necessary and appropriate due diligence in accordance with your normal credit and underwriting approval processes and as required to be performed in order to obtain any requisite credit or underwriting approvals in relation to your possible participation in the Facility.
Confidentiality Undertaking. You undertake: (a) to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 below and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information; (b) to keep confidential and not disclose to anyone the fact that the Confidential Information has been made available or that discussions or negotiations are taking place or have taken place between us in connection with the Facility; (c) to use the Confidential Information only for the Permitted Purpose; (d) to use all reasonable endeavours to ensure that any person to whom we pass any Confidential Information (unless disclosed under sub-paragraph 2(b) below) acknowledges and complies with the provisions of this letter as if that person were also a party to it; and (e) not to make enquiries of any member of the Borrower Group or any of their officers, directors, employees or professional advisers relating directly or indirectly to the Facility.