25. CONFIDENTIALITY UNDERTAKINGS
25.1. The provisions of this Agreement shall –
25.1.1. apply to all Confidential Information disclosed by either Party to the other, whether before, on or after the Signature Date, for the purpose of or in connection with their investigation of the service;
25.2. Each of the Parties hereby undertakes in favour of the other Party that with effect from the Signature Date, it shall not –
25.2.1. disclose or divulge, directly or indirectly, the Confidential Information of the Disclosing Party received by the Receiving Party to any 3rd person.
25.2.2. for the purpose of this agreement, directly or indirectly copy, disclose, distribute, license, reproduce, reverse engineer, adapt, amend and/or enhance any of the Disclosing Party’s Confidential Information.
25.2.3. Each Party acknowledges and agrees that the Confidential Information is being made available solely and exclusively for the purpose of investigating the service and for no other purpose whatsoever, and that such information would not have been made available to the other Party, but for this Agreement.
25.2.4. The Receiving Party shall take all such steps as may be reasonably necessary to prevent the Disclosing Party’s Confidential Information falling into the hands of unauthorized third Parties.
25.2.5. The Receiving Party shall ensure that disclosure of such Confidential Information is restricted to those employees, Affiliates, advisors and/or directors of the Receiving Party having the need to the know the same for purposes of the services rendered.
25.3. Any and all documentation and/or records relating to the Disclosing Party’s Confidential Information which comes into the possession of the Receiving Party in relation to the services or during the period of this Agreement or at any time thereafter shall:
25.3.1. be deemed to form part of the Confidential Information of the Disclosing Party;
25.3.2. be deemed to be the property of the Disclosing Party;
25.3.3. not be copied, reproduced, published or circulated by the Receiving Party to any third party;
25.3.4. unless prohibited by law, be surrendered to the Disclosing Party on demand, and in any event on the termination of the evaluation and/or any negotiations in respect of the service, and the Receiving Party shall not retain any extracts therefrom.
25.4. Each Party undertakes in favour of the other Party that it will ensure that –
25.4.1. no Confidential Information will be used to gain a competitive advantage over the other Party;
25.4.2. no Confidential Information shall be used by the Receiving Party, or any of its Affiliates, to establish or enhance any relationship of whatsoever nature with the Disclosing Party’s customers, suppliers, wholesalers, contractors, 3rd party providers, advisors and/or any other person or entity integral in the business of the Disclosing Party;
25.4.3. it shall procure that each of its Affiliates observe the terms of this Agreement as if it were a Party to it, and accepts responsibility for any act or omission which would be a breach of any of the undertakings in this Agreement by any of its Affiliates or any person to whom it discloses Confidential Information, as if such person were a Party to this Agreement;
25.4.4. if it is uncertain whether any Confidential Information is to be treated as confidential, the Receiving Party shall be obliged to treat same as Confidential Information until clearance is obtained in writing from the Disclosing Party to the contrary.