“Confidential Information” shall mean all information (either oral, written, or digital) provided and/or to be provided to the Receiving Party by the Disclosing Party and/or the Disclosing Party’s clients, including but not limited to:
- Information transmitted to such party that the disclosing party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure or the content of the disclosed information, ought in good faith to be treated as proprietary and/or confidential;
- Any document, data, materials, trade secret, process, know-how, technique, design, drawing, diagram, program, software, invention, and/or work in process;
- Any financial, supplier, administrative, technical, customer, employee, investor or business information;
- Information or materials relating to the Disclosing Party, the Disclosing Party’s clients and/or the Project, including, but not limited to, this Agreement and subsequent agreements entered into by the parties, whether related to this Agreement or not; and
- Any information or materials which the Disclosing Party or any of its affiliates and/or clients are required to keep confidential pursuant to an Agreement with a third party.
- The Service Provider hereby acknowledges that the Client (or any of its affiliates) is the right holder of using all rights, title and interest in and to the intellectual property rights on the Products, including, but not limited to, copyrights, trademarks, patent rights and trade secrets, in and to the Product, as well as goodwill in connection therewith, now existing or hereafter developed,) (“Intellectual Property Rights“) and that the Service Provider shall acquire no rights whatsoever in or to any of such Intellectual Property Rights. The Service Provider shall not take any action that may affect or impair the Client’s (or any of its affiliates’) rights, title and interest in or to such Intellectual Property Rights.
- The Client agrees and acknowledges that the Service Provider shall have all the rights, title and interest in and to the intellectual property rights related to its own products and services, including, but not limited to, copyrights, trademarks, patent rights and trade secrets, now existing or hereafter developed and to any and all systems, software, programs, deliverables, documentation and works, which may be created out of or in connection with the performance by the Service Provider (or any of its affiliates), or any of their personnel of the Services pertinently covered by this Agreement.
- Each Party expressly agrees to (i) retain in confidence all information transmitted to such party that the disclosing party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure or the content of the disclosed information, ought in good faith to be treated as proprietary and/or confidential, and (ii) use such information and/or know-how solely for the purposes set forth in this Agreement. The receiving Party’s obligation hereunder shall survive termination of this Agreement. The Parties acknowledge that they may be exposed to confidential information of the other Party that is unrelated to the matters set forth in this Agreement, and that such information will be subject to the same protections from disclosure and misuse hereunder. Notwithstanding the foregoing, if a receiving Party is required to disclose any confidential information of the other party by any court, tribunal or other governmental or regulatory authority, the receiving Party may disclose such confidential information; providedthat the receiving Party, to the extent legally permissible, provides reasonable prior notice to the disclosing Party of any such requirements and provides reasonable assistance to the disclosing Party in obtaining a protective order or similar protection for such information.
- Confidential information subject to the obligations in the prior paragraph shall not include any information that: (a) is or becomes publicly available without the receiving party’s breach of any obligations owed the disclosing party; (b) was known to the receiving party prior to the disclosing party’s disclosure of such information to the receiving party; (c) became known to the receiving party from a source other than the disclosing party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party, as demonstrated by the receiving parties’ records.
- Neither Party will make a public announcement, publicly disclose or discuss with third parties the terms and conditions of this Agreement. Nothing herein prevents either party from making public announcements or disclosing in general that they have a business relationship under which Products are jointly sold by Vendor and Retailer. For the avoidance of doubt, the Parties may disclose the terms and conditions of this Agreement for business purposes to their current and future employees, affiliates, advisors, attorneys, accountants, lenders, investors, vendors and suppliers who are not competitors of the other Party.