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. 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 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 3 delete if addressee is acting as broker or agent. 4 delete if addressee is acting as principal. disclosed under paragraph 2[(c)/(d)]5 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 Acquisition.
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. 2.1 Each Party herewith undertakes for the benefit of the Protected Persons to keep, and shall ensure that its Representatives keep, the Confidential Information strictly confidential and use the Confidential Information for purposes of evaluating the Transaction only.
2.2 The Receiving Party shall not disclose in whole or in part any Confidential Information to any person other than those of its Representatives who need to know the Confidential Information for the purpose of evaluating or negotiating the Transaction. The Receiving Party
(a) may only make Confidential Information available to those of its Representatives who have agreed to comply with the obligations under this Agreement in their capacity as Representative of the Receiving Party by acceding to this Agreement by signing and delivering to the other Party the letter of adherence attached hereto as Annex 2.2 or who are bound to confidentiality by virtue of their employment relationship or by professional secrecy rules,
(b) shall procure that any duplication of Confidential Information is limited to an absolutely indispensable extent necessary for the purpose of evaluating the Transaction, and
(c) shall take all appropriate actions to prevent the non-authorized access of third parties to Confidential Information. Each Party shall be responsible for any breach of any obligation contained in this Agreement by its Representatives as if it were its own failure to comply with such obligation. The Receiving Party shall keep and — upon the other Party’s written request — provide a list of all persons on an entity basis to whom any Confidential Information has been disclosed.
2.3 In the event that the Receiving Party or its Representatives are required (a) by mandatory law, regulations, stock exchange rules and regulations, legal process or rules of professional bodies, or (b) by court or governmental order to disclose any Confidential Information, the Receiving Party shall, and shall procure that its Representatives will, only disclose to that third party such portion of the Confidential Information which is required to be disclosed. To the extent legally permissible, the Receiving Party shall provide the other Party with prompt notice of such requirement, including a precise description of the circumstances of such requirement and the reason why it believes to be bound to such requirement, and keep the other Party fully and promptly informed of any such disclosure and all related matters and developm...
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.