Common use of Non-Use and Non-Disclosure of Confidential Information Clause in Contracts

Non-Use and Non-Disclosure of Confidential Information. Receiving Party agrees not to use any Confidential Information disclosed to it by the Disclosing Party for its own use. Receiving Party will not disclose any Confidential Information to any third parties for any reason without the prior written consent of the Disclosing Party, and shall not use the Confidential Information in any way detrimental to the Disclosing Party. Access of Confidential Information may be granted only to employees, independent contractors, officers, directors and other representatives of the Receiving Party collectively (“Representatives”) who agree to be bound by the terms of this Agreement. The Receiving Party will take all reasonable actions, by instruction, written agreement, or otherwise, to cause such Representatives to comply with the terms and conditions of this Agreement. The Receiving Party will also take all reasonable steps to protect the secrecy and confidentiality of and avoid disclosure or use of the Disclosing Party’s Confidential Information, including implementing the most stringent security measures that the Receiving Party uses to protect its own Confidential Information. Moreover, the Receiving Party agrees that it will not make or cause to be made copies, reproductions, or derivative works of any kind from the Confidential Information, absent express written permission of the Disclosing Party. The Receiving Party will be responsible for any breach of this Agreement with respect to the Confidential Information it has received from the Disclosing Party (including breach by its Representatives, if any) and in addition to the foregoing will, at its sole expense, take all reasonable measures including, but not limited to, court proceedings, to prohibit or prevent unauthorized disclosure or use of the Confidential Information. Receiving Party agrees to notify Disclosing Party in writing of any misuse or misappropriation of Confidential Information that may come to its attention.

Appears in 2 contracts

Samples: Non Disclosure Non Compete Agreement, Non Disclosure Non Compete Agreement

AutoNDA by SimpleDocs

Non-Use and Non-Disclosure of Confidential Information. Receiving DIT and Third Party agrees agree not to use any the Confidential Information disclosed to it by the Disclosing Party other party for its own useuse or for any purpose except to carry out discussions concerning, and the undertaking of, any business relationship between the two. Receiving Party Neither party will not disclose any Confidential Information of the other party to any third parties for any reason without the prior written consent of the Disclosing Party, and shall not use the Confidential Information in any way detrimental to the Disclosing Party. Access of Confidential Information may be granted only to employees, independent contractorsexcept those directors, officers, directors employees, consultants and other representatives agents who are required to have the information in order to carry out the discussions of the Receiving Party collectively (“Representatives”) contemplated business relationship. Each party has had or will have those directors, officers, employees, consultants and agents to whom Confidential Information of the other party is disclosed or who agree have access to be bound by Confidential Information of the terms of other party sign a Non-Disclosure Agreement in content substantially similar to this Agreement. The Receiving Party Each party agrees that it will take all reasonable actions, by instruction, written agreement, or otherwise, to cause such Representatives to comply with the terms and conditions of this Agreement. The Receiving Party will also take all reasonable steps measures to protect the secrecy and confidentiality of and avoid disclosure or use of Confidential Information of the Disclosing Party’s Confidential Informationother party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, including implementing which measures shall include the most stringent security measures highest degree of care that the Receiving Party uses either party utilizes to protect its own Confidential InformationInformation of a similar nature. Moreover, the Receiving Party agrees that it will not make or cause to be made copies, reproductions, or derivative works of any kind from the Confidential Information, absent express written permission of the Disclosing Party. The Receiving Party will be responsible for any breach of this Agreement with respect to the Confidential Information it has received from the Disclosing Party (including breach by its Representatives, if any) and in addition to the foregoing will, at its sole expense, take all reasonable measures including, but not limited to, court proceedings, to prohibit or prevent unauthorized disclosure or use of the Confidential Information. Receiving Party Each party agrees to notify Disclosing Party the other party in writing of any misuse or misappropriation of such Confidential Information of the other party that may come to its attention. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder.

Appears in 2 contracts

Samples: Dit Mutual Nondisclosure Agreement, Mutual Nondisclosure Agreement

AutoNDA by SimpleDocs

Non-Use and Non-Disclosure of Confidential Information. Receiving Each of the Company and Third Party agrees agree not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except to carry out discussions concerning, and the undertaking of, the Purpose. Neither party will disclose any Confidential Information of the other party to third parties except to those of its directors, officers, employees, consultants and agents who are required to have the information in order to carry out the Purpose. Each party has had or will have those directors, officers, employees, consultants and agents to whom Confidential Information of the other party is disclosed or who have access to Confidential Information of the other party sign a Non-Disclosure Agreement in content substantially similar to and at least as protective as this Agreement. Each party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that either party utilizes to protect its own confidential information of a similar nature and in no event less than a reasonable degree of care. Each and any document containing Confidential Information of the disclosing party which is circulated to directors, officers, employees, consultants or agents of the receiving party shall bear a notice or legend to the effect that the information contained therein is confidential to the disclosing party and shall not be disclosed to any third party. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party that may come to its attention. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to such party by the other party hereunder. Each party further agrees that it will not remove any copyright notice, trademark notice and/or other proprietary legend or indication of confidentiality set forth on or contained in any Confidential Information disclosed to it by the Disclosing Party for its own use. Receiving Party other party hereunder, and will not disclose copy or reproduce any of the other party’s Confidential Information except as necessary to any third parties for any reason without carry out the prior written consent of the Disclosing Party, and shall not use the Confidential Information in any way detrimental to the Disclosing Party. Access of Confidential Information may be granted only to employees, independent contractors, officers, directors and other representatives of the Receiving Party collectively (“Representatives”) who agree to be bound by the terms of this Agreement. The Receiving Party will take all reasonable actions, by instruction, written agreement, or otherwise, to cause such Representatives to comply with the terms and conditions of this Agreement. The Receiving Party will also take all reasonable steps to protect the secrecy and confidentiality of and avoid disclosure or use of the Disclosing Party’s Confidential Information, including implementing the most stringent security measures that the Receiving Party uses to protect its own Confidential Information. Moreover, the Receiving Party agrees that it will not make or cause to be made copies, reproductions, or derivative works of any kind from the Confidential Information, absent express written permission of the Disclosing Party. The Receiving Party will be responsible for any breach of this Agreement with respect to the Confidential Information it has received from the Disclosing Party (including breach by its Representatives, if any) and in addition to the foregoing will, at its sole expense, take all reasonable measures including, but not limited to, court proceedings, to prohibit or prevent unauthorized disclosure or use of the Confidential Information. Receiving Party agrees to notify Disclosing Party in writing of any misuse or misappropriation of Confidential Information that may come to its attentionPurpose.

Appears in 1 contract

Samples: Non Disclosure Agreement

Time is Money Join Law Insider Premium to draft better contracts faster.