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“Information” means any and all confidential information or data exchanged, submitted or otherwise disclosed in respect of or further to the Purpose or prepared for or in relation to the Purpose, including but not limited to written proposal documentation, due diligence materials, contractual documentation, reports, and the fact that the Parties have entered into this Agreement and are discussing and considering a business relationship; | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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(b) Confidential information relates to Disclosing Party’s business (including without limitation, business plans, financial data, customer and consumer information, including personal information, marketing plans, etc.), technology (including without limitation, technical drawings, designs, schematics, algorithms, technical data, product plans, research plans, software, etc. whether or not covered by copyright or any other intellectual property right ), products, services, trade secrets, know-how, formulas, processes, ideas, and inventions (whether or not patentable) which should be reasonably understood by Receiving Party as the confidential or proprietary information of Disclosing Party. | Confidential Information shall only include technical information. | 0contradiction
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(a) “Confidential Information” means any proprietary information that is disclosed in writing by Disclosing Party (defined herein) to Receiving Party (defined herein) and is duly and recognizably marked “Confidential” on each document / sheet. | All Confidential Information shall be expressly identified by the Disclosing Party. | 1entailment
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(b) This Agreement will continue from the Effective Date for the period of cooperation between the parties and a period of three (3) years after expiration of the cooperation. The parties’ obligations under Section 2 will survive any termination or expiration of this Agreement. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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(c) Confidential Information does not include any information that Receiving Party can document: (i) is or becomes generally known to the public without fault of Receiving Party; (ii) was in its possession without any obligation of confidentiality prior to receipt thereof from Disclosing Party; (iii) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party; or | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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Nothing contained herein shall require the destruction or purging of Confidential Information maintained on routine computer system backup tapes, disks or similar storage devices. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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(a) “Confidential Information” means any proprietary information that is disclosed in writing by Disclosing Party (defined herein) to Receiving Party (defined herein) and is duly and recognizably marked “Confidential” on each document / sheet. | Confidential Information may include verbally conveyed information. | 0contradiction
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11. No rights or obligations other than those expressly set out in this Agreement are to be implied and nothing contained in this Agreement: a. constitutes an offer by or on behalf of the Disclosing Party; or b. confers upon the Receiving Party a licence or other transfer of rights in respect of any Party’s interest in any Information or in any present or future patent or patent application; or | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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Each party may disclose the other party’s Confidential Information to its employees, contractors and Affiliates who have a legitimate “need to know,” have been advised of the obligations of confidentiality under this Agreement and are bound to obligations of confidentiality substantially similar to those set out in this Agreement. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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Receiving Party must not copy, alter, modify, reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of any Confidential Information and must not remove, overprint, deface or change any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership from any originals or copies of Confidential Information it receives from the Disclosing Party. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 0contradiction
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(b) Nothing in this Agreement will prohibit Receiving Party from disclosing Confidential Information of Disclosing Party if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that Receiving Party shall: (i) give Disclosing Party reasonable notice of such Required Disclosure prior to disclosure; | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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(c) Confidential Information does not include any information that Receiving Party can document: (i) is or becomes generally known to the public without fault of Receiving Party; (ii) was in its possession without any obligation of confidentiality prior to receipt thereof from Disclosing Party; (iii) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party; or (iv) is rightfully obtained by Receiving Party from a third party without any obligation of confidentiality to Disclosing Party. | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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Each party may disclose the other party’s Confidential Information to its employees, contractors and Affiliates who have a legitimate “need to know,” have been advised of the obligations of confidentiality under this Agreement and are bound to obligations of confidentiality substantially similar to those set out in this Agreement. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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(a) Confidential Information of each party (“Disclosing Party”) may be used by the other party (“Receiving Party”) solely for the purpose of fulfilling obligatons and activities within the scope of the Parties mutual cooperation and must not be used for any other purpose (“Purpose”). | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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Receiving Party must not copy, alter, modify, reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of any Confidential Information and must not remove, overprint, deface or change any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership from any originals or copies of Confidential Information it receives from the Disclosing Party. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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At expiration Receiving Party must cease all use of and upon request from Disclosing Party return to Disclosing Party all copies or extracts of Disclosing Party’s Confidential Information, in any medium, or certify, in writing by an authorized officer of Receiving Party, the destruction of the same to Disclosing Party. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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(b) Confidential information relates to Disclosing Party’s business (including without limitation, business plans, financial data, customer and consumer information, including personal information, marketing plans, etc.), technology (including without limitation, technical drawings, designs, schematics, algorithms, technical data, product plans, research plans, software, etc. whether or not covered by copyright or any other intellectual property right ), products, services, trade secrets, know-how, formulas, processes, ideas, and inventions (whether or not patentable) which should be reasonably understood by Receiving Party as the confidential or proprietary information of Disclosing Party. | Agreement shall not grant Receiving Party any right to Confidential Information. | 2neutral
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2.2 Each party agrees that it will keep the purpose and the existence of this agreement confidential. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 1entailment
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(b) Confidential information relates to Disclosing Party’s business (including without limitation, business plans, financial data, customer and consumer information, including personal information, marketing plans, etc.), technology (including without limitation, technical drawings, designs, schematics, algorithms, technical data, product plans, research plans, software, etc. whether or not covered by copyright or any other intellectual property right ), products, services, trade secrets, know-how, formulas, processes, ideas, and inventions (whether or not patentable) which should be reasonably understood by Receiving Party as the confidential or proprietary information of Disclosing Party. | Confidential Information shall only include technical information. | 2neutral
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“confidential information” means any information disclosed by one party to the other party in connection with the purpose, which is of a confidential nature irrespective of whether it is marked as such. | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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This agreement will come into effect on the date of signature by both parties and will continue indefinitely, subject to any subsequent agreement entered into between the parties in relation to the purpose which includes obligations relating to the protection of confidential information. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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(c) Confidential Information does not include any information that Receiving Party can document: (i) is or becomes generally known to the public without fault of Receiving Party; (ii) was in its possession without any obligation of confidentiality prior to receipt thereof from Disclosing Party; (iii) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party; or | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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However, PwC may retain a copy of the confidential information for our internal purposes. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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(c) Confidential Information does not include any information that Receiving Party can document: (i) is or becomes generally known to the public without fault of Receiving Party; (ii) was in its possession without any obligation of confidentiality prior to receipt thereof from Disclosing Party; (iii) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party; or | Confidential Information may include verbally conveyed information. | 2neutral
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(c) Confidential Information does not include any information that Receiving Party can document: (i) is or becomes generally known to the public without fault of Receiving Party; (ii) was in its possession without any obligation of confidentiality prior to receipt thereof from Disclosing Party; (iii) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party; or | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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Nothing in this agreement will prevent the receiving party from disclosing confidential information: (a) if the disclosing party has given its prior written consent; or (b) to its lawyers; or | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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However, PwC may retain a copy of the confidential information for our internal purposes. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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(c) Confidential Information does not include any information that Receiving Party can document: (i) is or becomes generally known to the public without fault of Receiving Party; (ii) was in its possession without any obligation of confidentiality prior to receipt thereof from Disclosing Party; (iii) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party; or | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 2neutral
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This agreement will not apply to information which: (a) is publicly available; or (b) has been received from someone else who owes no duty of confidence in relation to it; or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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(c) Confidential Information does not include any information that Receiving Party can document: (i) is or becomes generally known to the public without fault of Receiving Party; (ii) was in its possession without any obligation of confidentiality prior to receipt thereof from Disclosing Party; (iii) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party; or | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 2neutral
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The receiving party agrees: (a) to keep the disclosing party’s confidential information, confidential; (b) not to use the disclosing party’s confidential information except in connection with the purpose; and | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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Nothing in this agreement will prevent the receiving party from disclosing confidential information: (a) if the disclosing party has given its prior written consent; or (b) to its lawyers; or | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Nothing in this agreement will prevent the receiving party from disclosing confidential information: (a) if the disclosing party has given its prior written consent; or (b) to its lawyers; or | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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Neither Recipient nor its Representatives shall acquire any rights in Information by virtue of its disclosure hereunder. No license to Recipient or its Representatives, under any trademark, patent, or other intellectual property right, is either granted or implied by the disclosure of Information under this Non-Disclosure Agreement. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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Nothing in this agreement will prevent the receiving party from disclosing confidential information: (a) if the disclosing party has given its prior written consent; or (b) to its lawyers; or | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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(a) The term “Information” means (i) all financial, technical and other non-public or proprietary information which is furnished or disclosed orally, in writing, electronically or in other form or media by Disclosing Party and/or its Representatives to Recipient and/or its Representatives in connection with the Purpose and that is described or identified (at the time of disclosure) as being non-public, confidential or proprietary, or the non-public or proprietary nature of which is apparent from the context of the disclosure or the contents or nature of the information disclosed; (ii) all memoranda, notes, reports, files, copies, extracts, inventions, discoveries, improvements or any other thing prepared or derived from the information described in §1(a)(i), above; (iii) all CEII (as such term is defined below and only if CEII is exchanged under this Non-Disclosure Agreement); (iv) all Personal Information (as defined in the ISA Exhibit and only if Personal Information is exchanged under this Non-Disclosure Agreement); and (v) all Customer Information (as such term in is defined below and only if Customer Information is exchanged under this Non-Disclosure Agreement). | Confidential Information shall only include technical information. | 0contradiction
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Nothing in this agreement will prevent the receiving party from disclosing confidential information: (a) if the disclosing party has given its prior written consent; or (b) to its lawyers; or | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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(a) This Non-Disclosure Agreement shall not apply to Information that, (i) at the time of disclosure by or on behalf of Disclosing Party hereunder, is in the public domain, or thereafter enters the public domain without any breach of this Non-Disclosure Agreement by Recipient or any of its Representatives, (ii) is rightfully in the possession or knowledge of Recipient or its Representatives prior to its disclosure by or on behalf of Disclosing Party hereunder, (iii) is rightfully acquired by Recipient or its Representative(s) from a third party who is not under any obligation of confidence with respect to such Information, or (iv) is developed by Recipient or its Representatives independently of the Information disclosed hereunder by or on behalf of Disclosing Party (as evidenced by written documentation). | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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The foregoing notwithstanding, Recipient may retain one (1) copy of such Information for archival purposes only and subject to compliance with the terms of this Non-Disclosure Agreement. Notwithstanding the foregoing, each Party agrees that Recipient shall not be required to return to Disclosing Party, or destroy, copies of Disclosing Party’s Information that (A) reside on Recipient’s or its Representatives’ backup, disaster recovery or business continuity systems, or (B) that Recipient or its Representatives are obligated by applicable law and/or governmental regulations to retain. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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(a) The term “Information” means (i) all financial, technical and other non-public or proprietary information which is furnished or disclosed orally, in writing, electronically or in other form or media by Disclosing Party and/or its Representatives to Recipient and/or its Representatives in connection with the Purpose and that is described or identified (at the time of disclosure) as being non-public, confidential or proprietary, or the non-public or proprietary nature of which is apparent from the context of the disclosure or the contents or nature of the information disclosed; | Confidential Information may include verbally conveyed information. | 1entailment
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Nothing in this agreement will prevent the receiving party from disclosing confidential information: (a) if the disclosing party has given its prior written consent; or (b) to its lawyers; or | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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(a) Recipient shall receive all Information in strict confidence, shall exercise reasonable care to maintain the confidentiality and secrecy of the Information, and, except to the extent expressly permitted by this Non-Disclosure Agreement, shall not divulge Information to any third party without the prior written consent of Disclosing Party. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 0contradiction
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However, PwC may retain a copy of the confidential information for our internal purposes. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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Recipient agrees that if it or any of its Representatives are required by law, by a court or by other governmental or regulatory authorities (including, without limitation, by oral question, interrogatory, request for information or documents, subpoena, civil or criminal investigative demand or other process) to disclose any of Disclosing Party’s Information, Recipient shall provide Disclosing Party with prompt notice of any such request or requirement, to the extent permitted to do so by applicable law, so that Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Non-Disclosure Agreement. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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(a) This Non-Disclosure Agreement shall not apply to Information that, (i) at the time of disclosure by or on behalf of Disclosing Party hereunder, is in the public domain, or thereafter enters the public domain without any breach of this Non-Disclosure Agreement by Recipient or any of its Representatives, (ii) is rightfully in the possession or knowledge of Recipient or its Representatives prior to its disclosure by or on behalf of Disclosing Party hereunder, (iii) is rightfully acquired by Recipient or its Representative(s) from a third party who is not under any obligation of confidence with respect to such Information, or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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The foregoing notwithstanding, Recipient may disclose Information to its Representatives to the extent each such Representative has a need to know such Information for the Purpose contemplated by this Non-Disclosure Agreement and agrees to observe and comply with the obligations of Recipient under this Non-Disclosure Agreement with regard to such Information. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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Scope of Use. Recipient and each of its Representatives shall use Information disclosed by or on behalf of Disclosing Party solely in connection with the Purpose and shall not use, directly or indirectly, any Information for any other purpose without Disclosing Party’s prior written consent. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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Nothing in this agreement will prevent the receiving party from disclosing confidential information: (a) if the disclosing party has given its prior written consent; or (b) to its lawyers; or | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Nothing in this agreement will prevent the receiving party from disclosing confidential information: (a) if the disclosing party has given its prior written consent; or (b) to its lawyers; or | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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Nothing in this agreement will prevent the receiving party from disclosing confidential information: (a) if the disclosing party has given its prior written consent; or (b) to its lawyers; or | Agreement shall not grant Receiving Party any right to Confidential Information. | 2neutral
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Recipient agrees that if it or any of its Representatives are required by law, by a court or by other governmental or regulatory authorities (including, without limitation, by oral question, interrogatory, request for information or documents, subpoena, civil or criminal investigative demand or other process) to disclose any of Disclosing Party’s Information, Recipient shall provide Disclosing Party with prompt notice of any such request or requirement, to the extent permitted to do so by applicable law, so that Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Non-Disclosure Agreement. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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Scope of Use. Recipient and each of its Representatives shall use Information disclosed by or on behalf of Disclosing Party solely in connection with the Purpose and shall not use, directly or indirectly, any Information for any other purpose without Disclosing Party’s prior written consent. | Confidential Information shall only include technical information. | 2neutral
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Scope of Use. Recipient and each of its Representatives shall use Information disclosed by or on behalf of Disclosing Party solely in connection with the Purpose and shall not use, directly or indirectly, any Information for any other purpose without Disclosing Party’s prior written consent. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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Recipient agrees that if it or any of its Representatives are required by law, by a court or by other governmental or regulatory authorities (including, without limitation, by oral question, interrogatory, request for information or documents, subpoena, civil or criminal investigative demand or other process) to disclose any of Disclosing Party’s Information, Recipient shall provide Disclosing Party with prompt notice of any such request or requirement, to the extent permitted to do so by applicable law, so that Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Non-Disclosure Agreement. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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Recipient agrees that if it or any of its Representatives are required by law, by a court or by other governmental or regulatory authorities (including, without limitation, by oral question, interrogatory, request for information or documents, subpoena, civil or criminal investigative demand or other process) to disclose any of Disclosing Party’s Information, Recipient shall provide Disclosing Party with prompt notice of any such request or requirement, to the extent permitted to do so by applicable law, so that Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Non-Disclosure Agreement. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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The foregoing notwithstanding, Recipient may disclose Information to its Representatives to the extent each such Representative has a need to know such Information for the Purpose contemplated by this Non-Disclosure Agreement and agrees to observe and comply with the obligations of Recipient under this Non-Disclosure Agreement with regard to such Information. | Confidential Information may include verbally conveyed information. | 2neutral
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Scope of Use. Recipient and each of its Representatives shall use Information disclosed by or on behalf of Disclosing Party solely in connection with the Purpose and shall not use, directly or indirectly, any Information for any other purpose without Disclosing Party’s prior written consent. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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Recipient agrees that if it or any of its Representatives are required by law, by a court or by other governmental or regulatory authorities (including, without limitation, by oral question, interrogatory, request for information or documents, subpoena, civil or criminal investigative demand or other process) to disclose any of Disclosing Party’s Information, Recipient shall provide Disclosing Party with prompt notice of any such request or requirement, to the extent permitted to do so by applicable law, so that Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Non-Disclosure Agreement. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 2neutral
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Recipient agrees that if it or any of its Representatives are required by law, by a court or by other governmental or regulatory authorities (including, without limitation, by oral question, interrogatory, request for information or documents, subpoena, civil or criminal investigative demand or other process) to disclose any of Disclosing Party’s Information, Recipient shall provide Disclosing Party with prompt notice of any such request or requirement, to the extent permitted to do so by applicable law, so that Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Non-Disclosure Agreement. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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Recipient agrees that if it or any of its Representatives are required by law, by a court or by other governmental or regulatory authorities (including, without limitation, by oral question, interrogatory, request for information or documents, subpoena, civil or criminal investigative demand or other process) to disclose any of Disclosing Party’s Information, Recipient shall provide Disclosing Party with prompt notice of any such request or requirement, to the extent permitted to do so by applicable law, so that Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Non-Disclosure Agreement. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 2neutral
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(a) This Non-Disclosure Agreement shall not apply to Information that, (i) at the time of disclosure by or on behalf of Disclosing Party hereunder, is in the public domain, or thereafter enters the public domain without any breach of this Non-Disclosure Agreement by Recipient or any of its Representatives, (ii) is rightfully in the possession or knowledge of Recipient or its Representatives prior to its disclosure by or on behalf of Disclosing Party hereunder, (iii) is rightfully acquired by Recipient or its Representative(s) from a third party who is not under any obligation of confidence with respect to such Information, or | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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Recipient agrees that if it or any of its Representatives are required by law, by a court or by other governmental or regulatory authorities (including, without limitation, by oral question, interrogatory, request for information or documents, subpoena, civil or criminal investigative demand or other process) to disclose any of Disclosing Party’s Information, Recipient shall provide Disclosing Party with prompt notice of any such request or requirement, to the extent permitted to do so by applicable law, so that Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Non-Disclosure Agreement. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 2neutral
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The Seller/s and/or the Business/es shall retain ownership of all their Confidential Information and/or Confidential Materials, which shall be deemed to be lent to the Buyer for the Purpose only. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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Scope of Use. Recipient and each of its Representatives shall use Information disclosed by or on behalf of Disclosing Party solely in connection with the Purpose and shall not use, directly or indirectly, any Information for any other purpose without Disclosing Party’s prior written consent. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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(a) This Non-Disclosure Agreement shall not apply to Information that, (i) at the time of disclosure by or on behalf of Disclosing Party hereunder, is in the public domain, or thereafter enters the public domain without any breach of this Non-Disclosure Agreement by Recipient or any of its Representatives, (ii) is rightfully in the possession or knowledge of Recipient or its Representatives prior to its disclosure by or on behalf of Disclosing Party hereunder, (iii) is rightfully acquired by Recipient or its Representative(s) from a third party who is not under any obligation of confidence with respect to such Information, or | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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(a) This Non-Disclosure Agreement shall not apply to Information that, (i) at the time of disclosure by or on behalf of Disclosing Party hereunder, is in the public domain, or thereafter enters the public domain without any breach of this Non-Disclosure Agreement by Recipient or any of its Representatives, (ii) is rightfully in the possession or knowledge of Recipient or its Representatives prior to its disclosure by or on behalf of Disclosing Party hereunder, (iii) is rightfully acquired by Recipient or its Representative(s) from a third party who is not under any obligation of confidence with respect to such Information, or | Agreement shall not grant Receiving Party any right to Confidential Information. | 2neutral
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Recipient agrees that if it or any of its Representatives are required by law, by a court or by other governmental or regulatory authorities (including, without limitation, by oral question, interrogatory, request for information or documents, subpoena, civil or criminal investigative demand or other process) to disclose any of Disclosing Party’s Information, Recipient shall provide Disclosing Party with prompt notice of any such request or requirement, to the extent permitted to do so by applicable law, so that Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Non-Disclosure Agreement. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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1. “Confidential Information” means any and all confidential and/or proprietary information disclosed by the Casino to the Receiving Party, which may include without limitation: financial information, business information, marketing data, trade secrets, and other data, materials, products, plans, specifications, reports, manuals, computer software or programs, contractual relationships and other similar information delivered in any form or media. | Confidential Information shall only include technical information. | 0contradiction
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Scope of Use. Recipient and each of its Representatives shall use Information disclosed by or on behalf of Disclosing Party solely in connection with the Purpose and shall not use, directly or indirectly, any Information for any other purpose without Disclosing Party’s prior written consent. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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Receiving Party’s obligations in relation to technical and personally-identifiable information shall be indefinite. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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5. Receiving Party shall have no obligations under this Agreement with respect to Confidential Information if it can demonstrate that the information: (a) is publicly available at the time of disclosure; (b) becomes publicly available after disclosure through no act of the receiving party or its representatives; (c) is in the receiving party’s possession free of obligation; (d) is developed by the receiving party without use of the Confidential Information or through other breach of this Agreement; | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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6. Upon the request of Casino, Receiving Party shall immediately return all Confidential Information received in written or tangible form, including all notes, copies, or media containing such Confidential Information. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 0contradiction
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The foregoing notwithstanding, Recipient may disclose Information to its Representatives to the extent each such Representative has a need to know such Information for the Purpose contemplated by this Non-Disclosure Agreement and agrees to observe and comply with the obligations of Recipient under this Non-Disclosure Agreement with regard to such Information. | Confidential Information may include verbally conveyed information. | 2neutral
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Scope of Use. Recipient and each of its Representatives shall use Information disclosed by or on behalf of Disclosing Party solely in connection with the Purpose and shall not use, directly or indirectly, any Information for any other purpose without Disclosing Party’s prior written consent. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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Receiving Party agrees not to use, divulge, reproduce or otherwise make available the Confidential Information other than for the purposes of the Project and to disclose it only to its officers, agents, employees, partners, and professional advisors as necessary, who shall also be bound to comply with this Agreement. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 0contradiction
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5. Receiving Party shall have no obligations under this Agreement with respect to Confidential Information if it can demonstrate that the information: (a) is publicly available at the time of disclosure; (b) becomes publicly available after disclosure through no act of the receiving party or its representatives; (c) is in the receiving party’s possession free of obligation; (d) is developed by the receiving party without use of the Confidential Information or through other breach of this Agreement; (e) is disclosed to the receiving party by a third party without obligation; (e) is not identifiable as confidential; or (f) is required to be publicly disclosed pursuant to a properly executed subpoena or other regulatory or court order (“Order”), provided the receiving party (i) gives reasonable written notice to the disclosing party, | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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5. Receiving Party shall have no obligations under this Agreement with respect to Confidential Information if it can demonstrate that the information: (a) is publicly available at the time of disclosure; (b) becomes publicly available after disclosure through no act of the receiving party or its representatives; (c) is in the receiving party’s possession free of obligation; (d) is developed by the receiving party without use of the Confidential Information or through other breach of this Agreement; (e) is disclosed to the receiving party by a third party without obligation; | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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Receiving Party agrees not to use, divulge, reproduce or otherwise make available the Confidential Information other than for the purposes of the Project and to disclose it only to its officers, agents, employees, partners, and professional advisors as necessary, who shall also be bound to comply with this Agreement. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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Receiving Party agrees not to use, divulge, reproduce or otherwise make available the Confidential Information other than for the purposes of the Project and to disclose it only to its officers, agents, employees, partners, and professional advisors as necessary, who shall also be bound to comply with this Agreement. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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5. Receiving Party shall have no obligations under this Agreement with respect to Confidential Information if it can demonstrate that the information: (a) is publicly available at the time of disclosure; (b) becomes publicly available after disclosure through no act of the receiving party or its representatives; (c) is in the receiving party’s possession free of obligation; (d) is developed by the receiving party without use of the Confidential Information or through other breach of this Agreement; (e) is disclosed to the receiving party by a third party without obligation; (e) is not identifiable as confidential; or (f) is required to be publicly disclosed pursuant to a properly executed subpoena or other regulatory or court order (“Order”), provided the receiving party (i) gives reasonable written notice to the disclosing party, | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Disclosing Parties may elect at any time to terminate further use of or access to the CEII. In such case, the Receiving Party shall return any and all CEII upon the Disclosing Party's written re(cid:84)uest, including all hardcopy originals, copies, translations, notes, reports, schematics, flowcharts, e-mails, tape recordings, or any other form of said material, without retaining any copy or duplicate supplement thereof and shall promptly destroy any and all written, printed or other material or information derived from the Confidential Information. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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Neither this Agreement, nor the disclosure of CEII hereunder, shall be construed in any way as granting any license or rights to any information or data now or hereafter owned or controlled by Disclosing Parties to Receiving Party and all such Confidential Information/CEII shall remain the property of Disclosing Parties. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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Except as may be required by applicable law, without the prior written consent of the respective Disclosing Party, the Receiving Party shall not: (a) confirm or deny any statement made by a third party regarding Confidential Information and/or CEII/CII; (b) disclose to any person the fact that Confidential Information and/or CEII/CII have been made available to it; (c) confirm that any investigations, discussions or negotiations are taking place; or (d) disclose any of the terms or conditions with respect to same. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 1entailment
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Confidential Information shall include, but is not limited to, all analyses, compilations, forecasts, studies, models, "base cases", plans, procedures, calculations, reports or other documents prepared by the Disclosing Parties that may contain or reflect such information. 2. Critical Energy Infrastructure Information. The term "Critical Energy Infrastructure Information" or "CEII" as used in this Agreement refers to the official definition provided in 18 C.F.R. § 388.113(c)(1). CEII shall be protected under the terms of this Agreement. For purposes of this Agreement, CEII shall also include any information which may be described as non-public transmission information including, but not limited to, the following: maps, charts, and diagrams, including location, longitude and latitude for either or both of the Disclosing Parties' electric systems; and system studies including flow studies, models, "base cases" and system planning for either or both of the Disclosing Parties. All CEII is also Confidential Information. | Confidential Information shall only include technical information. | 1entailment
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5. Receiving Party shall have no obligations under this Agreement with respect to Confidential Information if it can demonstrate that the information: (a) is publicly available at the time of disclosure; (b) becomes publicly available after disclosure through no act of the receiving party or its representatives; (c) is in the receiving party’s possession free of obligation; (d) is developed by the receiving party without use of the Confidential Information or through other breach of this Agreement; (e) is disclosed to the receiving party by a third party without obligation; (e) is not identifiable as confidential; or (f) is required to be publicly disclosed pursuant to a properly executed subpoena or other regulatory or court order (“Order”), provided the receiving party (i) gives reasonable written notice to the disclosing party, | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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5. Receiving Party shall have no obligations under this Agreement with respect to Confidential Information if it can demonstrate that the information: (a) is publicly available at the time of disclosure; (b) becomes publicly available after disclosure through no act of the receiving party or its representatives; (c) is in the receiving party’s possession free of obligation; (d) is developed by the receiving party without use of the Confidential Information or through other breach of this Agreement; (e) is disclosed to the receiving party by a third party without obligation; | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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The Receiving Party shall provide attested certification from an authorized representative confirming such return and destruction "provided however, Receiving Party may retain one (1) copy of such documentation in its secure legal files for the sole purpose of administering its obligations under this agreement, as well as copies of electronically exchanged Confidential Information that are made as a matter of routine information technology back-up, which copies shall continue to be kept confidential in accordance with the terms and conditions of this Agreement." | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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6. Upon the request of Casino, Receiving Party shall immediately return all Confidential Information received in written or tangible form, including all notes, copies, or media containing such Confidential Information. | Confidential Information may include verbally conveyed information. | 2neutral
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5. Receiving Party shall have no obligations under this Agreement with respect to Confidential Information if it can demonstrate that the information: (a) is publicly available at the time of disclosure; (b) becomes publicly available after disclosure through no act of the receiving party or its representatives; (c) is in the receiving party’s possession free of obligation; (d) is developed by the receiving party without use of the Confidential Information or through other breach of this Agreement; (e) is disclosed to the receiving party by a third party without obligation; (e) is not identifiable as confidential; or (f) is required to be publicly disclosed pursuant to a properly executed subpoena or other regulatory or court order (“Order”), provided the receiving party (i) gives reasonable written notice to the disclosing party, | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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Except as allowed under Section 5, Required Disclosure, the Receiving Party shall not submit CEII obtained from the Disclosing Parties to any government agency for any reason without first obtaining written permission from the respective Disclosing Party, and then fully complying with the requirements of 18 C.F.R. §§ 388.112, 113 for requesting special treatment of the CEII. 5. Required Disclosure. In the event that the Receiving Party is requested or required by depositions, interrogatories, requests for information or documents, subpoena, civil investigation, demand or similar process (i) to disclose any CEII or other Confidential Information received pursuant to this Agreement, (ii) to disclose any discussions pertaining thereto, or (iii) to take any other action described in the last paragraph of Section 3 above, the Receiving Party shall provide to the relevant Disclosing Parties prompt written notice of such request(s) and shall use reasonable efforts to resist disclosure until an appropriate protective order may be sought. If, in the absence of a protective order, Receiving Party is nonetheless, in the written opinion of its counsel, legally required to disclose CEII or other Confidential Information received pursuant to this Agreement, then, in such event Receiving Party may disclose such information after the Receiving Party gives the Disclosing Party written notice of the proposed disclosure and a reasonable opportunity to review the proposed disclosure. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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5. Receiving Party shall have no obligations under this Agreement with respect to Confidential Information if it can demonstrate that the information: (a) is publicly available at the time of disclosure; (b) becomes publicly available after disclosure through no act of the receiving party or its representatives; (c) is in the receiving party’s possession free of obligation; (d) is developed by the receiving party without use of the Confidential Information or through other breach of this Agreement; (e) is disclosed to the receiving party by a third party without obligation; | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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5. Receiving Party shall have no obligations under this Agreement with respect to Confidential Information if it can demonstrate that the information: (a) is publicly available at the time of disclosure; (b) becomes publicly available after disclosure through no act of the receiving party or its representatives; (c) is in the receiving party’s possession free of obligation; (d) is developed by the receiving party without use of the Confidential Information or through other breach of this Agreement; (e) is disclosed to the receiving party by a third party without obligation; (e) is not identifiable as confidential; or (f) is required to be publicly disclosed pursuant to a properly executed subpoena or other regulatory or court order (“Order”), provided the receiving party (i) gives reasonable written notice to the disclosing party, | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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6. Upon the request of Casino, Receiving Party shall immediately return all Confidential Information received in written or tangible form, including all notes, copies, or media containing such Confidential Information. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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9.1 All Confidential Information provided by the Disclosing Party remains its property and the Receiving Party obtains no right of any kind to any Confidential Information provided to it. 9.2 This Agreement is not intended to and does not grant, expressly or by implication, any right or license to any permit, patent, trademark, copyright, trade secret, improvement, or any other intellectual property right or similar proprietary right of any kind that the other Party may possess. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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Receiving Party agrees not to use, divulge, reproduce or otherwise make available the Confidential Information other than for the purposes of the Project and to disclose it only to its officers, agents, employees, partners, and professional advisors as necessary, who shall also be bound to comply with this Agreement. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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Confidential Information means all information relating to the Project or the Contractor’s proposal for the Project and all information relating to the nature of either Party’s business, affairs or trade secrets, which either Party directly or indirectly receives or acquires from the other Party, or the other Party’s representative, either in writing or verbally (but in the case of verbal information, only that which is reduced to writing by the Disclosing Party and delivered to the Receiving Party within 10 days of the verbal disclosure), or through observation of the Project, except information falling into any one or more of the following categories: | Confidential Information shall only include technical information. | 0contradiction
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9.1 All Confidential Information provided by the Disclosing Party remains its property and the Receiving Party obtains no right of any kind to any Confidential Information provided to it. 9.2 This Agreement is not intended to and does not grant, expressly or by implication, any right or license to any permit, patent, trademark, copyright, trade secret, improvement, or any other intellectual property right or similar proprietary right of any kind that the other Party may possess. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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Any disclosure of any Confidential Information to the Receiving Party made during the Initial Term shall continue to be subject to this Agreement for a period of 2 years thereafter, provided that any trade secret shall be entitled to protection for the life of the trade secret. 5.3 Subject to section 5.4, within 10 days of a written request by the Disclosing Party, the Receiving Party shall, unless otherwise precluded by any legal obligation: (a) return to the Disclosing Party or destroy all of the Disclosing Party’s original tangible Confidential Information, together with all tangible copies and reproductions; (b) subject to subsection 5.3(c), make its best efforts to delete all electronic copies of the Confidential Information received from the Disclosing Party; (c) safeguard any electronic Confidential Information that cannot be destroyed due to the Receiving Party’s archiving practices or policies with the same degree of care as it would its own Confidential Information; and (d) retain electronic Confidential Information described in subsection 5.3(c) only for the period it normally maintains such records, which electronic Confidential Information shall remain subject to the provisions of this Agreement until destroyed. 5.4 Notwithstanding anything in section 5.3, the Receiving Party shall not be obliged to return or destroy any derivative materials or reports prepared by the Receiving Party for the Permitted Purpose, which materials and reports shall nonetheless remain subject to the confidentiality obligations in this Agreement. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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9.1 All Confidential Information provided by the Disclosing Party remains its property and the Receiving Party obtains no right of any kind to any Confidential Information provided to it. 9.2 This Agreement is not intended to and does not grant, expressly or by implication, any right or license to any permit, patent, trademark, copyright, trade secret, improvement, or any other intellectual property right or similar proprietary right of any kind that the other Party may possess. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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