Common use of Recipient Confidential Information Clause in Contracts

Recipient Confidential Information. From and after the Effective Date, subject to Section 4.3 and except as contemplated by or otherwise provided in this Services Agreement or the Separation Agreement, Provider shall not, and shall cause its affiliates and officers, directors, employees, and other agents and representatives, including attorneys, agents, customers, suppliers, contractors, consultants and other representatives of any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, governmental authority or other entity (a “Person”) providing services to Provider (collectively, “Representatives”), not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such party or of its affiliates who reasonably need to know such information in providing services to Provider and each Person (other than Recipient and its affiliates) that is an affiliate of Provider immediately after the Effective Time (as defined in the Separation Agreement) (all such Persons together with Provider, the “Provider Group”) or use or otherwise exploit for its own benefit or for the benefit of any third Person, any Recipient Confidential Information (as defined below). If any disclosures are made in connection with providing Services to any member of the Provider Group under this Services Agreement or the Separation Agreement, then the Recipient Confidential Information so disclosed shall be used only as required to perform the Services. Provider shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Recipient Confidential Information by any of its Representatives as it currently uses for its own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 4.1, any information, material or documents relating to the businesses currently or formerly conducted, or proposed to be conducted, by Recipient or any of its affiliates (other than any member of the Provider Group) furnished to, or in possession of, Provider, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by Provider or its officers, directors and affiliates, that contain or otherwise reflect such information, material or documents is hereinafter referred to as “Recipient Confidential Information.” Recipient Confidential Information does not include, and there shall be no obligation hereunder with respect to, information that (i) is or becomes generally available to the public, other than as a result of a disclosure by Provider not otherwise permissible hereunder, (ii) Provider can demonstrate was or became available to Provider from a source other than Recipient or its affiliates or (iii) is developed independently by Provider without reference to the Recipient Confidential Information; provided, however, that, in the case of clause (ii), the source of such information was not known by Provider to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Recipient or any Person (other than any member of the Provider Group) that is an affiliate of Recipient immediately after the Effective Time (all such Persons together with Recipient, the “Recipient Group”) with respect to such information.

Recipient Confidential Information. From and after the Effective Date, subject to Section 4.3 4.04, and except as contemplated by or otherwise provided in for under this Services Agreement or the Separation Agreement, Provider shall not, and shall cause its affiliates and its own and its affiliates’ officers, trustees, directors, employees, and other agents and representatives, including attorneys, agents, customers, suppliers, contractors, consultants and other representatives of any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, governmental authority or other entity (a “Person”) providing services to Provider (collectively, “Representatives”), not toto not, directly or indirectly, disclose, reveal, divulge or communicate to any Person Person, other than Representatives of such party or of to Recipient and its affiliates (collectively, the “Recipient Group”) and their respective Representatives, and to Provider and its affiliates (collectively, the “Provider Group”) and their respective Representatives who reasonably need to know such information in providing services to Provider and each Person (other than Recipient and its affiliates) that is an affiliate connection with the provision of Provider immediately after the Effective Time (as defined in the Separation Services under this Agreement) (all such Persons together with Provider, the “Provider Group”) or use or otherwise exploit for its own benefit or for the benefit of any third PersonPerson (other than members of the Recipient Group), any Recipient Confidential Information (as defined below). For the purposes of this Agreement, “Group” shall mean the Provider Group or the Recipient Group, as the context requires. If any disclosures are made in connection with providing Services by members of the Recipient Group to any member members of the Provider Group in connection with the provision of Services under this Services Agreement or the Separation Agreement, then the Recipient Confidential Information so disclosed shall be used by the Provider Group only as required to perform the Services. Provider shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Recipient Confidential Information by any member of the Provider Group or its Representatives as it currently uses for its own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 4.1Agreement, any information, material or documents relating to the businesses currently or formerly conducted, or proposed to be conducted, by the Recipient or any of its affiliates (other than any member of the Provider Group) Group that is furnished to, or in possession of, Providerany member of the Provider Group, in each case in connection with the Services provided under this Agreement and irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by members of the Provider or its officers, directors and affiliatesGroup, that contain contain, or otherwise reflect reflect, such information, material or documents is hereinafter referred to as “Recipient Confidential Information.” Recipient Confidential Information does not include, and there shall be no obligation hereunder hereunder, with respect to, to information that (i) is or becomes generally available to the public, other than as a result of a disclosure by a member of the Provider Group or its Representatives not otherwise permissible hereunder, (ii) Provider can demonstrate was or became available to the Provider Group from a source other than the Recipient Group or its affiliates Representatives, or (iii) is developed independently by the Provider Group without reference to the Recipient Confidential Information; provided, however, that, in the case of clause (ii), the source of such information was not known by Provider to be bound by a confidentiality or non-disclosure agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Recipient or any Person (other than any member of the Provider Group) that is an affiliate of Recipient immediately after the Effective Time (all such Persons together with Recipient, the “Recipient Group”) Group with respect to such information.

Recipient Confidential Information. From and after the Effective Date, subject to Section 4.3 4.04, and except as contemplated by or otherwise provided in for under this Services Agreement or the Separation Agreement, Provider shall not, and shall cause its affiliates and its own and its affiliates’ officers, trustees, directors, employees, and other agents and representatives, including attorneys, agents, customers, suppliers, contractors, consultants and other representatives of any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, governmental authority or other entity (a “Person”) providing services to Provider (collectively, “Representatives”), not toto not, directly or indirectly, disclose, reveal, divulge or communicate to any Person Person, other than Representatives of such party or of to Recipient and its affiliates (collectively, the “Recipient Group”) and their respective Representatives, and to Provider and its affiliates (collectively, the “Provider Group”) and their respective Representatives who reasonably need to know such information in providing services to Provider and each Person (other than Recipient and its affiliates) that is an affiliate connection with the provision of Provider immediately after the Effective Time (as defined in the Separation Services under this Agreement) (all such Persons together with Provider, the “Provider Group”) or use or otherwise exploit for its own benefit or for the benefit of any third PersonPerson (other than members of the Recipient Group), any Recipient Confidential Information (as defined below). For the purposes of this Agreement, “Group” shall mean the Provider Group or the Recipient Group, as the context requires. If any disclosures are made in connection with providing Services by members of the Recipient Group to any member members of the Provider Group in connection with the provision of Services under this Services Agreement or the Separation Agreement, then the Recipient Confidential Information so disclosed shall be used by the Provider Group only as required to perform the Services. Provider shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Recipient Confidential Information by any member of the Provider Group or its Representatives as it currently uses for its own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 4.1Agreement, any information, material or documents relating to the businesses currently or formerly conducted, or proposed to be conducted, by the Recipient or any of its affiliates (other than any member of the Provider Group) Group that is furnished to, or in possession of, Providerany member of the Provider Group, in each case in connection with the Services provided under this Agreement and irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by members of the Provider or its officers, directors and affiliatesGroup, that contain contain, or otherwise reflect reflect, such information, material or documents is hereinafter referred to as “Recipient Confidential Information.” Recipient Confidential Information does not include, and there shall be no obligation hereunder hereunder, with respect to, to information that (i) is or becomes generally available to the public, other than as a result of a disclosure by a member of the Provider Group or its Representatives not otherwise permissible hereunder, (ii) Provider can demonstrate was or became available to the Provider Group from a source other than the Recipient Group or its affiliates Representatives, or (iii) is developed independently by the Provider Group without reference to the Recipient Confidential Information; provided, however, that, in the case of clause (ii), the source of such information was not known by Provider to be bound by a confidentiality or non-disclosure agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Recipient or any Person (other than any member of the Provider Group) that is an affiliate of Recipient immediately Group with respect to such information. The Parties acknowledge and agree that, from and after the Effective Time (as defined in the Separation Agreement), all such Persons together with Recipient, information about the “DC Business (as defined in the Separation Agreement) shall be Recipient Group”) with respect to such informationConfidential Information for purposes of this Agreement.