*The party disclosing information may be referred to as the “Disclosing Party” and the party receiving information may be referred to as the “Receiving Party.”
1. Confidential Information: “Confidential Information” under Privacy Policy term means any information related to commercially valuable, substantial trade secrets, related materials and information on which the Disclosing Party has invested considerable amounts of time and money for their invention, design, development, compilation and/or acquisition, and that it has treated such Confidential Information as confidential and secret information, which has been disclosed in confidence to the Receiving Party for use only for the purpose stated in the following section:
- Inclusions: Confidential Information includes, but is not limited to, information relating to business affairs that is of a confidential or proprietary nature, whether communicated orally or in writing, and includes by way of illustration and not limitation, (i) information concerning research and development activities, (ii) methodologies, techniques and know-how, (iii) software, firmware and computer programs and elements of design relating thereto, (iv) ideas, knowledge bases, designs, drawings and formulae, (v) cost, profit and market information, (vi) financial and other business information with respect to the Disclosing Party that it has not made publicly available, (vii) customer business information, product prices and delivery schedules, (viii) any information disclosed to either by any third party which it has agreed, or are otherwise obligated, to treat as confidential or proprietary, (ix) documents regarding company organization, operations and future plans and, (x) our products, business practices and the identity of our customers.
- Exclusions: Confidential Information does not include information that is, or later becomes, public knowledge other than by breach of the provisions of this Agreement; or is in the possession of the Receiving Party with the full right to disclose or use prior to its receipt from the Disclosing Party; or was independently developed by the Receiving Party; or was rightfully obtained at any time by the Receiving Party from a third party without restrictions in respect to disclosure or use; or is/are required to be disclosed pursuant law, judicial order, or government regulation, provided that, in the event either party becomes legally compelled to disclose any of the information, the Receiving Party shall provide to Disclosing Party prompt notice thereof so that Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.
2. Restrictions; Obligations: Receiving Party may use Confidential Information solely for the Purpose(s) contemplated by following:
- Obligation to Protect Confidential Information: The Receiving Party shall not disclose the Confidential Information to any third party and shall only use the Confidential Information solely for the purpose(s) under this Agreement. The Receiving Party must protect the Confidential Information from both unauthorized use and unauthorized disclosure by exercising at a minimum the same degree of care that is used with respect to information of its own of a similar nature, except that the Receiving Party must exercise at least reasonable and prudent care.
- Obligation to Protect Inadvertent Disclosure: If a party to this Agreement inadvertently receives information of the other party not related to this Agreement that a reasonable and prudent person would discern to be confidential to the other party, the party in receipt of such information must hold the information confidential notwithstanding anything to the contrary in this Agreement.
- Selective Disclosure: Either party may disclose Confidential Information of the other party to employees, agents, contractors and legal representatives of the other party (“Authorized Party”) on a “need to know” basis, provided such Authorized Party has executed a general written agreement that contains an obligation to protect the Confidential Information that is at least as restrictive as this Agreement.
- Reproduction: Receiving Party owns contract and can reproduce.
- Perpetual Obligation: The obligation of the parties to protect said Confidential Information is effective as of the date of execution of this Agreement by the parties hereto, and shall continue after the expiration or termination of this Agreement.
- Right to Enjoin Disclosure: Each party agrees that the wrongful disclosure of Confidential Information may cause irreparable injury that is inadequately compensable in monetary damages. Accordingly, either party may seek injunctive relief in any court of competent jurisdiction for the breach or threatened breach of this Agreement in addition to any other remedies in law or equity. The Receiving Party will not raise the defense of an adequate remedy at law. This provision does not alter any other remedies available to either party.
