| Confidentiality and Disclosure of information |
| 16.1 |
The Recipient must use the Confidential Information only for the Purpose, and must not use the Confidential Information for any other purpose. |
| 16.2 |
The Recipient must not lodge any patent application or any other application for the statutory protection of the Confidential Information, without the prior written consent to the Supplier.
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| 16.3 |
The Recipient may communicate the Confidential Information to such of its directors, officers, and employees as need to know the Confidential Information for the Purpose. The Recipient warrants that each such director, officer, or employee is bound to the Recipient by obligations of confidentiality at least to the same extent as are imposed upon the Recipient by this Agreement. |
| 16.4 |
The Recipient must keep the Confidential Information secret and confidential. |
| 16.5 |
The Recipient must not disclose to any person or make known in any manner any part of the Confidential Information. |
| 16.6 |
The Recipient must keep the Confidential Information in a secure place so as to ensure that unauthorised persons do not have access to the Confidential Information. |
| 16.7 |
The Supplier may consent to the Recipient making a disclosure or relieve the Recipient from complying with the whole or any part of this Agreement. Such a consent can only be in writing. |
| 16.8 |
The Supplier may consent pursuant to the preceding clause subject to conditions, including a condition that the person to whom the Recipient proposes to disclose executes in favour of the Discloser a Confidentiality Agreement upon the same terms as this Agreement.
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| 16.9 |
The Recipient shall be relieved from the Recipient's obligations of confidentiality in this Agreement in respect to any part of the Confidential Information which: |
| 16.9.1 |
the Recipient can show was in the possession of the Recipient as at the date of the disclosure, and the Recipient notifies the Supplier that fact within 21 days of the date of this Agreement; or |
| 16.9.2 |
the Recipient can show is or becomes part of the public domain otherwise than by a breach of this Agreement; or |
| 16.9.3 |
the Recipient can show was received in good faith from a person entitled to provide it to the Recipient; or |
| 16.9.4 |
the Recipient can show was independently developed by the Recipient, by employees who did not have access to the Confidential Information. |
| 16.10 |
The Recipient acknowledges that all of the Confidential Information, including any copyright that subsists in any part of the Confidential Information, shall at all times remain the absolute property of the Supplier. |
| 16.11 |
Nothing in this Agreement confers upon the Recipient any right or license to any part of the Confidential Information. |
| 16.12 |
If the Recipient shall learn or believe that:
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| 16.12.1 |
any unauthorised person has come into possession of any part of the Confidential Information |
| 16.12.2 |
any unauthorised person is doing anything in contravention of rights that attach to and arise from the Confidential Information, |
| 16.13 |
the Recipient must immediately report full particulars to the Disclosure, and must provide to the Supplier all reasonable assistance and information it may request with respect to that information. |
| 16.14 |
The parties acknowledge that the confidential nature of the Confidential Information can subsist for an indefinite period of time. |
| 16.15 |
The parties acknowledge that the elapsing of a predetermined period of time does not by reason of that alone cause the Confidential Information to cease having its confidential character, and that the passage of any particular period of time does not extinguish the need to maintain the secrecy of the Confidential Information. |
| 16.16 |
The parties acknowledge that the obligations upon the Recipient in this Agreement continue to subsist until one of the events set out in this Agreement ending the obligation of confidentiality occurs. |
| 16.17 |
The Supplier may at any time by notice in writing to the Recipient require the return to it of the Confidential Information. |
| 16.18 |
Within seven days of receipt of such a notice the Recipient must deliver to the Supplier all Confidential Information in its possession disclosed or provided by the Supplier together with all copies of all Confidential Information in its possession: |
| 16.18.1 |
provided by the Supplier; or |
| 16.18.2 |
which the Recipient has for any reason made, |
| 16.19 |
Any part of the Confidential Information which cannot conveniently be returned by the Recipient to the Supplier shall be completely destroyed in such manner and at such time as directed by the Supplier, including by deletion from all computer records and electronic or magnetic storage devices.
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