Common use of Restrictions on Disclosure and Use of Confidential Information Clause in Contracts

Restrictions on Disclosure and Use of Confidential Information. Each Party shall, and shall cause its Representatives to, hold the Confidential Information of the other Party in secrecy and confidence (in a manner consistent with the protection of its own confidential information of a similar nature, and in any event no less than a reasonable standard of care) in accordance with the provisions of these Terms and Conditions. Each Party shall not, and shall ensure that its Representatives do not, use the Confidential Information of the other Party for any purpose other than performance of such Party’s obligations under the Contract. Each Party, in its capacity as the Receiving Party, shall not, and shall cause its Representatives not to, disclose, divulge, use, exploit (whether for its own benefit or the benefit of anyone other than the other Party), provide or otherwise make available any Confidential Information of the other Party to any Person other than in accordance with these Terms and Conditions and on a need-to-know basis, provided such Persons are bound in writing by confidentiality obligations that are applicable to the Confidential Information and are substantially as restrictive as the provisions of this Section 14 (or, in the case of accountants and attorneys, are bound by professional obligations of confidentiality), in order to permit those Persons to assist the Receiving Party in connection with performance of its obligations under the Contract. The Receiving Party shall notify the Disclosing Party in writing of any misuse, misappropriation or unauthorized disclosure of Confidential Information of the Disclosing Party promptly following knowledge or discovery (in each case after due inquiry) thereof. Upon the Disclosing Party’s written request, the Receiving Party shall, at the Disclosing Party’s option, either (a) deliver to the Disclosing Party all documents, notes, summaries, analysis, compilations and other recordings containing or reflecting the Disclosing Party’s Confidential Information and all copies thereof or (b) destroy all such material, and in either case (a) or (b), an officer of the Receiving Party shall certify in writing to the Disclosing Party that the same has been done; provided, that copies of such Confidential Information may be retained by the Receiving Party if automatically stored pursuant to the Receiving Party’s archival or record retention policies, provided such Confidential Information is not readily accessible and the Receiving Party complies with the confidentiality obligations and use restrictions in these Terms and Conditions for so long as such Confidential Information is so retained.

Restrictions on Disclosure and Use of Confidential Information. Each The Receiving Party shallmay disclose the Confidential Information only to its representatives, officers and employees and then only to such representatives, officers and employees whom such disclosure is reasonably necessary, provided that such representatives, officers and employees are either bound by general confidentiality undertakings no less stringent than those contained in this Agreement or agree, in writing, to be bound by the terms and conditions of this Agreement prior to such disclosure, as if they were Party to this Agreement. Notwithstanding the above in clause 3.1, the Receiving Party shall cause be responsible for a breach of the terms of this Agreement by its Representatives torepresentatives, hold the officers and employees to whom it discloses Confidential Information of the other Party in secrecy and confidence (in a manner consistent with the protection of its own confidential information of a similar natureDisclosing Party, and in the Receiving Party shall take all reasonable measures to restrain such persons from prohibited or unauthorised use or disclosure of the Disclosing Party's Confidential Information. The Receiving Party agrees: not to disclose the Confidential Information to any event no less than a reasonable standard third party for any reason or purpose whatsoever without the prior written consent of care) the Disclosing Party, save in accordance with the provisions of these Terms this Agreement; not to utilise, employ, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than strictly in relation to the Purpose; that the unauthorised or unlawful use or disclosure of the Confidential Information may cause irreparable loss, harm and Conditionsdamage to the Disclosing Party. Each Furthermore, the Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised or unlawful use or disclosure of the Confidential Information and that the Disclosing Party shall notbe entitled, and without waiving any other rights or remedies, to such interim or equitable relief as may be deemed proper by a court of competent jurisdiction. Unless the Parties otherwise agree in writing, any documentation or records relating to the Disclosing Party's Confidential Information which comes into the possession of the Receiving Party during the existence of this Agreement or at any time thereafter: shall ensure that its Representatives do not, use be deemed to form part of the Confidential Information of the other Party for any purpose other than performance Disclosing Party; shall be deemed to be the property of such the Disclosing Party’s obligations under the Contract. Each Party, in its capacity as ; shall not be published or circulated by the Receiving Party, ; shall not, and shall cause its Representatives not to, disclose, divulge, use, exploit (whether for its own benefit be copied or reproduced by the benefit of anyone Receiving Party other than the other Party), provide or otherwise make available any Confidential Information of the other Party to any Person other than strictly in accordance with these Terms and Conditions and on a need-to-know basis, provided such Persons are bound in writing by confidentiality obligations that are applicable to the Confidential Information and are substantially as restrictive as the provisions of this Section 14 (or, in the case of accountants and attorneys, are bound by professional obligations of confidentiality), in order to permit those Persons to assist the Receiving Party in connection with performance of its obligations under the Contract. The Receiving Party shall notify the Disclosing Party in writing of any misuse, misappropriation or unauthorized disclosure of Confidential Information requirements of the Disclosing Party promptly following knowledge or discovery (in each case after due inquiry) thereof. Upon the Disclosing Party’s written request, the Receiving Party shall, at the Disclosing Party’s option, either (a) deliver Purpose; and shall be surrendered to the Disclosing Party all documents, notes, summaries, analysis, compilations and other recordings containing or reflecting the Disclosing Party’s Confidential Information and all copies thereof or (b) destroy all such materialon request, and in either case (a) or (b), an officer of the Receiving Party shall certify in writing to the Disclosing Party that the same has been done; providednot retain any extracts therefrom, that copies of such Confidential Information may be retained by the Receiving Party if automatically stored pursuant to the Receiving Party’s archival or record retention policies, provided such Confidential Information is not readily accessible and the Receiving Party complies with the confidentiality obligations and use restrictions in these Terms and Conditions unless required for so long as such Confidential Information is so retainedits internal purposes only.

Restrictions on Disclosure and Use of Confidential Information. Each Party shall, and shall cause its Representatives to, hold the Confidential Information of the other Party in secrecy and confidence (in a manner consistent with the protection of its own confidential information of a similar nature, and in any event no less than a reasonable standard of care) in accordance with the provisions of these Terms and Conditions. Each Party shall not, and shall ensure that its Representatives do not, use the Confidential Information of the other Party for any purpose other than performance of such Party’s obligations under the Contract. Each Party, in its capacity as the Receiving Party, shall not, and shall cause its Representatives not to, disclose, divulge, use, exploit (whether for its own benefit or the benefit of anyone other than the other Party), provide or otherwise make available any Confidential Information of the other Party to any Person other than in accordance with these Terms and Conditions and on a need-to-know basis, provided such Persons are bound in writing by confidentiality obligations that are applicable to the Confidential Information and are substantially as restrictive as the provisions of this Section 14 12 (or, in the case of accountants and attorneys, are bound by professional obligations of confidentiality), in order to permit those Persons to assist the Receiving Party in connection with performance of its obligations under the Contract. The Receiving Party shall notify the Disclosing Party in writing of any misuse, misappropriation or unauthorized disclosure of Confidential Information of the Disclosing Party promptly following knowledge or discovery (in each case after due inquiry) thereof. Upon the Disclosing Party’s written request, the Receiving Party shall, at the Disclosing Party’s option, either (a) deliver to the Disclosing Party all documents, notes, summaries, analysis, compilations and other recordings containing or reflecting the Disclosing Party’s Confidential Information and all copies thereof or (b) destroy all such material, and in either case (a) or (b), an officer of the Receiving Party shall certify in writing to the Disclosing Party that the same has been done; provided, that copies of such Confidential Information may be retained by the Receiving Party if automatically stored pursuant to the Receiving Party’s archival or record retention policies, provided such Confidential Information is not readily accessible and the Receiving Party complies with the confidentiality obligations and use restrictions in these Terms and Conditions for so long as such Confidential Information is so retained.