Confidential Information

General Definition of Confidential Information

For the purposes of this agreement, Confidential Information means any information (including any and all combinations of individual items of information) that relates to the actual or anticipated business and/or products, research or development of the company, its affiliates or subsidiaries, or to the company’s, its affiliates’ or subsidiaries’ technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the company’s, its affiliates’ or subsidiaries’ products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the company on whom consultant called or with whom consultant became acquainted during the term of this agreement), software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the company, its affiliates or subsidiaries, either directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment, or other property of company, its affiliates or subsidiaries.


Definition of Confidential Information in an Employment Agreement

For the purposes of this agreement, Confidential Information means all trade secrets, proprietary and other information that is disclosed to the employee, customer database, supplier database and products, cost and pricing information, manufacturing processes and methods, on-going research and development, financial information which is not available to the public, any techniques, know-hows, processes, business models, strategies, marketing, policies, or other business opportunities.


Definition of Confidential Information Relating to Financial Information

For the purposes of this agreement, Confidential Information means financial statements, preparatory material to financial statements, business and strategic plans, proprietary information, compilations and other strategic, competitively sensitive or proprietary information shared between the Parties as a result of their discussions pursuant to this agreement and all documents and materials relating to it and its negotiation and execution, and all observations, ideas, estimates reasonably related to the Confidential Information.


Definition of Confidential Information Relating to Technical Information

For the purposes of this agreement, Confidential Information means any trade secret, know-how, invention, concept, idea, software programme, code, application, procedure, data, database, process, technique, design, drawing, program, formula, on-going research and development, engineering, manufacturing, marketing, financial, sales, supplier, customer, employee, investor, or business information, including any historical or forecasted information in relation to the above listed information, or any other communication which is marked as “confidential”, or that the receiving party knows or reasonably should have known to be confidential.


General Exceptions

Confidential Information does not include any information which (i) on the date of the receipt by the receiving party is in the public domain or becomes part of the public domain through no fault of the receiving party; (ii) has been received by the receiving party from a third party who was not under an obligation of confidentiality; (iii) is already known and in the possession of the receiving party on the date of the disclosure; or (iv) is independently discovered or developed by the receiving party without having access to the Confidential Information.


Ownership of Confidential Information

Each Party acknowledges that all their respective Confidential Information, whether or not formally marked or identified as confidential are their exclusive property and the respective Party will continue to retain ownership over their Confidential Information. No Party will at any time seek to assert ownership of or any rights in any Confidential Information of the other Party.


Unilateral Confidentiality Obligation (Simpliciter)

Party A (“Receiving Party”) recognizes and accepts that during the course of discussions with Party B (“Disclosing Party”), Party A may get access to Confidential Information. The Receiving Party will keep and maintain all Confidential Information and not disclose it at any time while the discussions are ongoing and thereafter, without the prior written consent of the Disclosing Party. Confidential Information may be used only as per the terms of this agreement.


Unilateral Confidentiality Obligation with Reference to Disclosure to Representatives

Party A (“Receiving Party”) recognizes and accepts that during the course of discussions with Party B (“Disclosing Party”), Party A may get access to Confidential Information. The Receiving Party will keep and maintain all Confidential Information and not disclose it at any time while the discussions are ongoing and thereafter, without the prior written consent of the Disclosing Party. Confidential Information may be used only as per the terms of this agreement. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to its representatives if and to the extent that the Disclosing Party gives written consent allowing such disclosure, or after having informed them of the confidentiality obligations of this agreement and upon their agreement to comply with the same.


Mutual Confidentiality Obligation where Confidentiality does not Survive Termination

The Parties agree that they shall treat confidentially the Confidential Information provided by one party (“Disclosing Party”) to the other party (“Receiving Party”). The Confidential Information shall be used solely for the purpose of fulfilling the obligations and duties under this Agreement. Confidential Information shall not be disclosed to any third party, without the prior written consent of the Disclosing Party till this agreement subsists. Confidential Information may be used only as per the terms of this Agreement. It is clarified that after termination of this agreement, the receiving party shall not be bound by any restrictions under this agreement, in relation to disclosure of Confidential Information.


Disclosure of Confidential Information

If a receiving party is required by applicable law, or a regulatory, administrative or judicial process to disclose any Confidential Information, then prior to making such disclosure, it will notify the disclosing party in writing of such requirement except where it is not reasonable under the circumstances. Where it is not possible for the receiving part to give prior notice, it must notify the disclosing party immediately after the disclosure has been made.

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