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• “ Confidential Information ” means all information disclosed by a party (the “ Disclosing Party ”) during the Term to the other party (the “ Receiving Party ”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes, without limitation, data provided by Customer to {P1_Name} in the course of using or receiving the {P1_Pro}. {P1_Name} ’s Confidential Information includes, without limitation, the Services and Data, the value-based pricing of the {P1_Pro} (including the listed price and/or pricing methodology), which shall in no event be shared or otherwise disclosed to any other entity, the terms of this Agreement and any Order (including pricing), business plans, and product designs. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach by the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party, without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party. All Confidential Information is and shall, subject to any right of any other owner, remain the property of the Disclosing Party. By disclosing Confidential Information to the Receiving Party, the Disclosing Party does not grant any express or implied rights ( e.g under patent, copyright, trademark, or trade secret laws). All rights not expressly granted herein are reserved by the Disclosing Party. |
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• The Receiving Party will: (a) protect the Disclosing Party’s Confidential Information with the same degree of care that the Receiving Party uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use the Disclosing Party’s Confidential Information for any purpose other than the provision, improvement, or use of the {P1_Pro} ; and (c) limit access to the Disclosing Party’s Confidential Information to employees who need that access for purposes consistent with this Agreement and who are bound by confidentiality provisions no less stringent than those set forth herein. The Receiving Party will be liable for compliance with the terms of this Agreement by any employee(s) to whom the Receiving Party discloses any of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party to satisfy applicable laws and lawfully issued orders including, but not limited to, legal demands, requirements, subpoenas, decrees, or orders by a competent court of law or governmental or administrative body; provided , however , that in such circumstances the Receiving Party will, to the extent commercially practicable and legally permissible, advise the Disclosing Party in writing prior to such disclosure so that the Disclosing Party has an opportunity to defend, limit, and/or protect against the production or disclosure. Receiving Party will disclose only that portion of the Confidential Information that is required by law or regulation to be disclosed. Receiving Party will exercise all reasonable efforts, at the Disclosing Party’s cost, to obtain a protective order or other reliable assurance that confidential treatment will be accorded any Confidential Information required to be disclosed. Without prejudice to any other rights of the Disclosing Party, in the event of an unauthorized disclosure or use of Confidential Information, the Receiving Party will use all reasonable measures to assist the Disclosing Party in recovering and preventing the use, dissemination, sale or other disposal of such Confidential Information. The Receiving Party acknowledges that the Confidential Information is valuable to the Disclosing Party and that any unauthorized disclosure or use may cause irreparable damage to the Disclosing Party. The Receiving Party therefore agrees that money damages alone would be insufficient and that upon any actual or threatened violation or breach of the obligations herein, the Disclosing Party will be entitled, in addition to any other rights or remedies available to it at law or equity, to seek specific performance or injunctive relief without the posting of a bond. |