Use, Disclosure and Reproduction. 2.1 The Receiving Party acknowledges and agrees:
Use, Disclosure and Reproduction. Except as specifically provided herein, the Recipient shall hold Confidential Information in strict confidence. The Recipient shall use and reproduce the Confidential Information only to the extent reasonably required to fulfill the Purpose. It shall not be a breach of the obligations of the Recipient if the Recipient provides access to Confidential Information to, and authorizes the use and reproduction of the Confidential Information as is reasonably required to fulfill the Purpose by: (a) wholly owned subsidiaries of the Recipient (Subsidiaries) and/or (b) the Recipient’s employees (Employees), provided that the Recipient is vicariously liable for the failure of any Subsidiary and/or Employee to whom Confidential Information is disclosed to comply with the Recipient’s obligations hereunder and further provided that the Subsidiary and/or Employee: (i) has a need to know the Confidential Information to fulfill the Purpose; and (ii) has entered into a confidentiality agreement with the Recipient with terms that afford no less protection to the Confidential Information than the terms of this Agreement. The Recipient may also disclose Confidential Information if and only to the extent: (i) it is required to do so by law provided that the Recipient gives the Discloser sufficient notice to enable it to seek an order limiting or precluding such disclosure; or (ii) the Discloser gives its prior written authorization to do so which is signed by an officer of the Discloser. The Recipient agrees that except to the extent that the Discloser is expressly precluded by law from prohibiting the Recipient from doing so, the Recipient shall not alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble, convert into human readable form, or reverse engineer all, or any part, of any materials to which it is provided access by the Discloser.
Use, Disclosure and Reproduction. Confidential Information may be disclosed by Recipient; (a) in accordance with a written authorization of Owner; or (b) as required by law, including by a court of competent jurisdiction or governmental or regulatory authority, provided, however, that in the event of a proposed disclosure pursuant to this section 2(b), the Parties shall co-operate in good faith regarding the timing and content of any such disclosure. Recipient shall limit access to Confidential Information to such Party’s employees, directors, contractors, agents, advisors and Affiliates , who shall reasonably require access to the Confidential Information solely for the Purpose of this Agreement and who are made aware of the obligations of confidentiality herein and who agree to keep the Confidential Information confidential; provided, however, that Recipient shall be vicariously liable for the failure of any such affiliate or authorized person to comply with the obligations concerning Confidential Information hereunder. Recipient shall use the same degree of care in safeguarding the Confidential Information as it uses for its own confidential information of like importance, but no less than reasonable care. Upon discovery of any disclosure or misuse of Confidential Information, Recipient shall endeavor to prevent any further disclosure or misuse.
Use, Disclosure and Reproduction. Except as specifically provided herein, Recipient shall hold Confidential Information in strict confidence. Recipient shall use and reproduce the Confidential Information only to the extent reasonably required to fulfill the Purpose. Recipient may provide access to Confidential Information to, and authorizes the use and reproduction of the Confidential Information as is reasonable required to fulfill the Purpose by (a) wholly owned subsidiaries of Recipient (“Subsidiaries”) and/or, (b) Recipient’s employees (“Employees”), provided that Recipient is vicariously liable for the failure of any Subsidiary and/or Employee to whom Confidential Information is disclosed to comply with Recipient’s obligations hereunder and further provided that the Subsidiary and/or Employee:
Use, Disclosure and Reproduction. Confidential Information may be disclosed by Recipient; (a) in accordance with a written authorization of Owner; or (b) as required by law, including by a court of competent jurisdiction or governmental or regulatory authority, provided, however, that in the event of a proposed disclosure pursuant to this section 2(b), the Parties shall co-operate in good faith regarding the timing and content of any such disclosure. Recipient shall limit access to Confidential Information to such Party’s employees, directors, contractors, agents, advisors and affiliates (entities that control or are controlled by a Party), who shall reasonably require access to the Confidential Information solely for the Purpose of this Agreement and who are made aware of the obligations of confidentiality herein and who agree to keep the Confidential Information confidential; provided, however, that Recipient shall be vicariously liable for the failure of any such affiliate or authorized person to comply with the obligations concerning Confidential Information hereunder. Recipient shall use the same degree of care in safeguarding the Confidential Information as it uses for its own confidential information of like importance, but no less than reasonable care. Upon discovery of any disclosure or misuse of Confidential Information, Recipient shall endeavor to prevent any further disclosure or misuse.
