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SampleClauses­Confidentialityclauses

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SAMPLE CLAUSES ­ CONFIDENTIALITY CLAUSES ..................................................... 3 VERSION 1 .............................................................................................................................. 3 1. CONFIDENTIALITY........................................................................................................ 3 VERSION 2 .............................................................................................................................. 4 2. CONFIDENTIALITY........................................................................................................ 4 VERSION 3 .............................................................................................................................. 5 3. CONFIDENTIALITY........................................................................................................ 5 VERSION 4 .............................................................................................................................. 6 4. CONFIDENTIALITY........................................................................................................ 6 VERSION 5 .............................................................................................................................. 7 5. CONFIDENTIALITY........................................................................................................ 7

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SAMPLE CLAUSES ­ CONFIDENTIALITY CLAUSES Different versions of sample clauses for this subject follow. Select the version most suitable for your requirements and copy and paste it into your contract with appropriate changes. It may be necessary to change the description of the parties (e.g. "Supplier" or "Customer") and other terminology (e.g. capitalized terms) to enable the text of the selected clause to be consistent with that used in the rest of the contract. Where square brackets [ ] appear inserted within them are variables and should be adjusted to reflect your circumstances.

VERSION 1 1. CONFIDENTIALITY 1.1 Each party shall treat as confidential all information obtained from the other during the negotiation of, or pursuant to, this Agreement relating to their respective businesses and shall not divulge such information to any person (except to such other party's own employees or consultants who need to know the same) without the other party's prior written consent provided that this clause shall not extend to information which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause) or which is trivial or obvious. Each party shall ensure that its employees and consultants are aware of and comply with this clause.

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VERSION 2 2. CONFIDENTIALITY 2.1 End User acknowledges that the Software contains confidential information of the Supplier and its licensors, including but not limited to flow charts, logic diagrams, Documentation and Source Materials, in any form. End User agrees to disclose such confidential information only to its employees and other persons having, in each case, clear and compelling need for such information in order to make this Agreement effective. Any and all such disclosures by End User shall be conditional upon the employee or other person in question previously agreeing in writing to hold the disclosed Software in confidence, to use it only for the purposes of this Agreement, and to disclose it, in turn, only to other employees and persons whom End User has expressly stated are similarly bound.

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VERSION 3 3. CONFIDENTIALITY 3.1 Each party shall treat as confidential and keep secret all information relating to the business of the other and will not disclose to any third party any information learned during the negotiation or term of this Agreement. The provisions of this clause shall survive expiration or termination of this Agreement provided that they shall not apply to any information that is in or enters the public domain other than as a result of a breach of this clause. The Licensee shall take precautions not less than those employed to protect the Licensee's own proprietary information to maintain the confidentiality of the Software System and in particular the Licensee covenants that it: (a) will use the Software System at the Location in an area to which access is appropriately limited and will affect security measures to safeguard the Software System from theft or from access by persons other than its own authorized servants or agents who use the Software System as herein provided; will not, and will instruct its servants and agents not to and will not allow any third party to copy or otherwise exploit any component of the Software System other than as herein permitted or make any disclosures with reference thereto to any third party; shall ensure that all of the Supplier's copyright notices within the Software System are not deleted; shall permit the Supplier's authorized representatives at all reasonable times to take copies of the Software System or any modification thereof in use at the Location for the purpose of determining that the provisions of this Agreement are being faithfully performed; shall ensure that all persons to whom the Software System or any part thereof is disclosed are made aware prior to disclosure that the same is confidential and that they owe a duty of confidence to the Supplier; shall promptly notify the Supplier if it becomes aware of any breach of confidence or infringement of the Supplier's proprietary rights in the Software System and give the supplier all reasonable assistance in taking such steps as the Supplier may consider appropriate in relation thereto.

3.2

(b)

(c) (d)

(e)

(f)

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VERSION 4 4. CONFIDENTIALITY 4.1 The Licensee undertakes that it will immediately notify the Supplier of and provide the Supplier with full details in so far as they may be known to the Licensee of any infringement or threatened infringement of the Supplier's proprietary rights in the Licensed Program Materials or any part thereof which shall come to its attention and that it will co-operate with and provide all reasonable assistance to the Supplier at the Supplier's expense in taking such steps as the Supplier may consider appropriate in relation thereto.

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VERSION 5 5. CONFIDENTIALITY 5.1 In the event of threatened or actual unauthorized transfer, use or disclosure of any portion of the Licensed Software and/or Documentation by the Distributor, the Distributor expressly acknowledges and agrees that monetary damages would not be a sufficient remedy or protection for the Supplier and/or its licensors, and that therefore, in addition to any other remedies that may be available to the Supplier and/or its licensors, the Supplier and/or its licensors shall also be entitled to immediate injunctive or other equitable relief to prevent such transfer, use or disclosure, threatened or actual.

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