(i) need to know it, and only use it, for the Purpose, and
(ii) have agreed to keep it confidential and restrict its use to the same extent that the
Receiver has.
(b) The Receiver is liable for its breach of this Agreement and any act or omission by a
Permitted Receiver which would constitute a breach of this Agreement if it were a party to it.
(c) The Receiver may share the Confidential Information if legally required but must promptly
notify the Discloser of the requirement if legally allowed.
The Receiver must:
(a) only use the Confidential Information for the Purpose,
(b) keep the Confidential Information secure and confidential and only disclose it as allowed by
this Agreement,
(c) promptly notify the Discloser if it becomes aware of a breach of this Agreement, and
(d) take reasonable steps to destroy or erase any Confidential Information it holds within thirty
days of the Discloser’s request, except the Receiver may retain copies of Confidential
Information that are securely stored in archival or computer back-up systems or to meet legal
or regulatory obligations, subject to this Agreement’s terms.
How long do my obligations last?
(a) The Receiver’s duty to protect Confidential Information starts on the date Confidential
Information is disclosed and lasts until the end of the Confidentiality Period.
(b) Either party may terminate this Agreement with thirty days’ prior written notice, but this will
not affect the parties’ obligations to protect Confidential Information disclosed before
termination until the end of the Confidentiality Period.
Other important information
(a) Notices. Formal notices under this Agreement must be in writing and sent to the email
addresses on the Agreement’s front page as may be updated by a party to the other in
writing.
(b) Third parties. Except for the Discloser’s Affiliates, no one other than a party to this
Agreement has the right to enforce any of its terms.
(c) Entire agreement. This Agreement supersedes all prior discussions and agreements and
constitutes the entire agreement between the parties with respect to its subject matter and
neither party has relied on any statement or representation of any person in entering into this
Agreement.
(d) Amendments. Any amendments to this Agreement must be agreed in writing.
(e) Assignment. Neither party can assign this Agreement to anyone else without the other
party's consent.
(f) Waiver. If a party fails to enforce a right under this Agreement, that is not a waiver of that
right at any time.
(g) Equitable relief. The Discloser may seek injunctive relief or specific performance to enforce
its rights under this Agreement.
(h) Alternative dispute resolution. The parties may refer any disputes arising under this
Agreement to mediation or arbitration for resolution if agreed to in writing by both parties.
(i) Governing law and jurisdiction. The Governing Law applies to this Agreement and all
disputes will only be litigated in the courts of the Jurisdiction.
