1.??Definition.??“Confidential Information" means non-public information, technical data, or know-how belonging to Xxxx, including, without limitation, Xxxx’s blueprints, drawings, renderings, specifications and other documents (whether in tangible or electronic form), samples, models, business models, prototypes, designs, technology, research, products (existing, new or envisioned), developments, inventions, manufacturing processes, production techniques, designs, purchasing, accounting, assembly, distribution, engineering, pricing, marketing, merchandising, sales and/or advertising and promotional support by Xxxx, as well as any discoveries, concepts and ideas, whether patentable or not, processes, methods, formulas and techniques (as well as improvements thereof or know-how related thereto) concerning any present or future prospect or activities of Xxxx which is delivered by Xxxx to Company in writings, drawings, orally, by other media, or observed by Company under circumstances where disclosure ought to be treated as confidential, or otherwise. Confidential Information of Xxxx shall include Feedback as provided in paragraph 7.
2.??Exclusions.??Confidential Information shall not include any information, however designated, that (i) is or subsequently becomes publicly ailable without breach of this Agreement by Company or persons or entities to whom disclosure is rightfully made pursuant to paragraph 3; (ii) is known by Company prior to disclosure by Xxxx pursuant to this Agreement as evidenced by Company’s written records created prior to such receipt of information from Xxxx; (iii) is received by Company in good faith from a third party lawfully in possession of the information and hing no obligation to maintain the confidentiality thereof; or (iv)??is independently developed by Company through persons or entities who had no access to the information, as evidenced by their written records.??Further, Company may disclose Confidential Information pursuant to a judicial or other governmental order or as required by law, provided that Company provides Xxxx as much advance notice of the possibility of such disclosure as practical under the circumstances in order to allow Xxxx a reasonable opportunity to attempt to stop such disclosure or seek a protective order concerning the disclosure, and Company undertakes reasonable efforts to maintain the confidentiality and non-disclosure of the information.
3.??Non-Disclosure.??Company agrees that it will not disclose, reveal, copy use, exploit, appropriate or make ailable, in any manner or form, any portion of the Confidential Information, to any person, other than its officers, directors, employees or agents; provided (i) such disclosure and access is on a need-to-know and confidential basis in furtherance of this Agreement; (ii) the recipient of such disclosure has been advised of and is familiar with the terms of this Agreement and lawfully bound in a written document to obligations of confidentiality, nondisclosure and limited use which are consistent with and no less protective than those set forth in this Agreement and, if requested by Xxxx, Company will cause each such person or entity to execute and deliver to Xxxx a confidentiality agreement similar hereto, (iii) Company is responsible to Xxxx for any breach of said obligations by the recipient, and (iv) the recipient is not a direct competitor of Xxxx.? ?Further, Company will take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential Xxxx’s Confidential Information.??The existence of this Agreement shall be considered confidential and shall be accorded the same protection as Confidential Information.
4.??Notification; Relief.??Company will notify Xxxx immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this[收起]
