Common use of Nondisclosure Obligations Clause in Contracts

Nondisclosure Obligations. Each party to these Terms may furnish the other party with Confidential Information. The parties agree that, during the term of these Terms and thereafter, each Receiving Party will hold Confidential Information of the Disclosing Party in confidence and shall not (a) directly or indirectly use, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose or cause to be disclosed, or otherwise transfer any Confidential Information of the Disclosing Party to any third party other than to business, financial, or legal advisors, or in furtherance of a proposed sale, acquisition, or merger of substantially all of the Party’s business interests related to these Terms as long as such disclosure is made under a duty of confidentiality. or (b) utilize Confidential Information for any purpose, except the performance of its obligations under these Terms or as authorized in writing by the Disclosing Party. Each Receiving Party will limit the disclosure of Disclosing Party’s Confidential Information to its employees, third party contractors or consultants with a need-to-know and who have been advised of the confidential nature thereof and who are contractually obligated to maintain such confidentiality through execution of a nondisclosure agreement that is at least as protective as the terms and conditions of these Terms. The Receiving Party shall provide copies of these terms upon the written request of the Disclosing Party. Each Receiving Party shall be liable for any breach by any of its employees, third party contractors or consultants of the confidentiality obligations contained herein.

Nondisclosure Obligations. Each party Disclosed Party promises and agrees to these Terms may furnish receive and hold the other party Confidential Information in confidence with the same degree of care that Disclosed Party employs to protect its own Confidential Information, but not less than a reasonable degree of care. The parties agree thatConfidentiality requirements and other obligations under this Agreement shall be binding upon employees, during agents, legal representatives, assignees, of the term Disclosed Party, including employees, agents and representatives of these Terms affiliates and thereafterrepresentative offices, each Receiving and other affiliated organizations of the Disclosed Party. Without limiting the generality of the foregoing, Disclosed Party will hold further promises and agrees: to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure. not to use any of the Disclosing Party in confidence and shall Confidential Information except for the Business Purposes. not (a) to, directly or indirectly useindirectly, copy, reproduce, distribute, manufacture, duplicatein any way, reveal, report, publish, disclose or cause to be discloseddisclose, transfer or otherwise transfer use any of the Confidential Information except as specifically authorized by Disclosing Party in accordance with this Non-Disclosure Agreement. not to use any Confidential Information to compete vis-à-vis Disclosing Party in any commercial activity which may be comparable to the commercial activity contemplated by the parties in connection with the Business Purposes. to provide access to the Confidential Information to those of its officers, directors, and employees who clearly need such access to carry out the Business Purposes. to advise each of the Disclosing Party persons to whom it provides access to any third party other than of the Confidential Information, that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to business, financialothers, or legal advisors, permitting others to use for their benefit or in furtherance of a proposed sale, acquisition, or merger of substantially all of to the Party’s business interests related to these Terms as long as such disclosure is made under a duty of confidentiality. or (b) utilize Confidential Information for any purpose, except the performance of its obligations under these Terms or as authorized in writing by the Disclosing Party. Each Receiving Party will limit the disclosure detriment of Disclosing Party’s Confidential Information to its employees, third party contractors or consultants with a need-to-know and who have been advised any of the confidential nature thereof and who are contractually obligated to maintain such confidentiality through execution of a nondisclosure agreement that is at least as protective as the terms and conditions of these Terms. The Receiving Party shall provide copies of these terms upon the written request of the Disclosing Party. Each Receiving Party shall be liable for any breach by any of its employees, third party contractors or consultants of the confidentiality obligations contained hereinConfidential Information.