Receiving Party’s Obligations. The Receiving Party warrants and undertakes:
Receiving Party’s Obligations. During the term of this Agreement and thereafter, except as a Disclosing Party may otherwise authorize in writing in advance, each Receiving Party shall use the other Party’s Confidential Information only to fulfill its commitments and exercise its rights under this Agreement. Each Receiving Party agrees not to disclose any Confidential Information of the other Party to anyone other than those employees, agents, contractors or Subcontractors of the Receiving Party who need to know such Confidential Information for the purposes of this Agreement and who have entered into binding written obligations of confidentiality substantially similar to the obligations set forth herein. Upon reasonable request by the Disclosing Party, the receiving Party will provide copies of the confidentiality agreements entered into with its employees, agents or contractors. Each Receiving Party shall treat all Confidential Information of the Disclosing Party with the degree of care it accords to its own Confidential Information, but not less than reasonable care. Neither Receiving Party shall reverse engineer, disassemble or decompile any prototypes, firmware, software or other tangible objects which embody the other Party’s Confidential Information. Each Receiving Party will notify and cooperate with the other Party in enforcing the Disclosing Party’s rights if such Receiving Party becomes aware of a threatened or actual violation of the confidentiality requirements of this Section. Upon completion of Work pursuant to this Agreement, except as otherwise provided in this Agreement, a Receiving Party shall return any and all tangible embodiments of Confidential Information to the Disclosing Party promptly following the request of the Disclosing Party.
Receiving Party’s Obligations. 2.1 The Receiving Party agrees that the Confidential Information is to be considered confidential and proprietary to Disclosing Party, and Receiving Party shall hold the same in confidence. The Receiving Party and its Representative shall make use of the Confidential Information solely for the purpose of the Transaction or such other purposes from time to time agreed or consented by the Disclosing Party as evidenced in writing. The Receiving Party and any of its Representatives shall not without the prior consent of the Disclosing Party or as expressly permitted herein, disclose, publish or reveal or cause it to be disclosed, published or revealed or make available to any other person, or use or allow others to disclose or use, the Confidential Information in any manner whatsoever other than as provided in this Agreement.
Receiving Party’s Obligations. 3.1 The Receiving Party agrees that, unless the Disclosing Party gives its prior written authorization, it shall: (a) not use the Confidential Information for any other purpose other than for the Purpose; (b) not disclose any Confidential Information to any third party except those directors, officers and employees of the Receiving Party who are required to have such Confidential Information in order to carry out the Purpose and who have signed a non-use and non-disclosure agreement or have agreed upon corporate confidentiality rules in content similar to the provisions hereof; and (c) not print, copy, adopt, modify, store, decompile, disassemble or reverse engineer/translate any items or discover the source code or trade secrets thereof that constitute Confidential Information other than as required for the Purpose.
Receiving Party’s Obligations. 5.1 The Receiving Party will:
Receiving Party’s Obligations. 2.1 In return for the Disclosing Party making Confidential Information available to the Receiving Party, the Receiving Party shall:
Receiving Party’s Obligations. (a) Receiving Party will keep strictly confidential all Confidential Information in its possession, however and whenever obtained. The Confidential Information is to be used for the sole purpose of evaluating a business relationship between the parties, and as may be required to perform such business relationship.
Receiving Party’s Obligations. Each Receiving Party must:
Receiving Party’s Obligations. Receiving Party agrees to (i) to hold all of the Confidential Information of the Company in strict confidence, (ii) not to make use of any Confidential Information of the Company in any manner other than for purposes of working for the Company, including, but not limited to, not using any Confidential Information to design, develop or produce products or services, and (iii) not to copy the Confidential Information of the Company, in each instance without the prior written consent of the Company. As used in this Agreement, “Confidential Information” means and includes all information, whether verbal or written, disclosed by the Company to Receiving Party and relating to the Company’s business plans, strategies, financial information, research and development and marketing, including, without limitation, trade secrets, software, product design information, client, customer, vendor and Receiving Party lists, prices and pricing policies not otherwise published, research and development materials, prototypes, business plans, new products and services under development, and marketing, business and Internet strategies. Confidential Information does not include information which is (a) known by Receiving Party at the time of receipt from the Company, (b) approved in writing for release from this provision by the Company, (c) now or which hereafter becomes part of the public domain through no action or omission of Receiving Party, (d) independently developed by Receiving Party without the use of Confidential Information, and/or (e) acquired by Receiving Party from a third party without restriction on use or disclosure and without breach by such third party of an obligation of confidentiality. Receiving Party shall bear the burden of proof to prove one of the foregoing exceptions exists in the event a dispute arises between the Parties as to Receiving Party’s breach of this Section.
Receiving Party’s Obligations. 3.1 The Receiving Party shall only use the Confidential Information for the purposes for which it was disclosed and shall not disclose it to more than the staff involved in this agreement.
