V4Escrow, the person registered with an account on this Site and the Company they represent (the "Parties") acknowledge that the disclosure of Confidential Information to third parties may cause severe damage to them, their business, their sales, and their ability to compete, including possible irreparable injury to the Parties.
The Parties therefore agree that:
For purposes of any signed Agreement, "Confidential Information" means any information which is either marked as “confidential”, “proprietary” or the like, or reasonably should be understood as such (including, without limitation, ideas, methods, design concepts, inventions, internet implementation and operation processes and policies, products, technology, business plans, business partners, potential or pending acquisitions, roll-out dates, timelines, any customer information, location information, advertising and marketing plans and strategies, formulas, patterns, devices, user names, systems, applications, specifications and data, software, customer lists and data, supplier lists and data, financial information, sale information, and compilations of information) that is or has been disclosed by one of the Parties or its subsidiaries or affiliates to the other Party or its subsidiaries or affiliates, either directly or indirectly, in the following forms: (a) written, graphic, machine-readable or any other tangible media, including without limitation, data, designs, memoranda, models, prototypes, hardware, tools or tooling technology; or (b) intangible media, including without limitation, originally disclosed orally or by way of observation. The fact that the Parties have entered into discussions with each other, the nature and timing of such discussions, the matters discussed, and the existence of this Agreement, are also deemed Confidential Information disclosed by each Party to the other.With respect to any Confidential Information disclosed hereunder, the Party disclosing Confidential Information will be referred to herein as the “Disclosing Party,” and the Party receiving Confidential Information will be referred to herein as the “Receiving Party”.
Confidential Information does not include information that: (v) is required to be furnished or used by or is necessary or appropriate in connection with legal proceedings; (w) is in the public domain or can be proven to have been known to the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party with receiving Party’s files and records predating the time of disclosure; (x) following disclosure, becomes generally known or available through no act or omission of the Receiving Party or its Related Persons (as defined below); (y) is independently developed by or on behalf of the Receiving Party with no use of the Confidential Information of the Disclosing Party; or (z) is known, or becomes known, to the Receiving Party from a source other than the Disclosing Party or its representatives, provided that disclosure by such source is not in breach of an obligation of confidentiality to the Disclosing Party.
Protection of Confidential Information.
- Treat Confidential Information of the Disclosing Party with at least the same degree of confidentiality with which it treats its own Confidential Information of a similar nature and in no case with less than a reasonable degree of confidentiality;
- Use Confidential Information only for the purposes contemplated in the Recitals of any Agreement;
- Not copy Confidential Information, in whole or in part, except as required in furtherance of the uses permitted by an Agreement, and except with accurate reproduction of all confidentiality and proprietary legends and notices in the originals; and
- Limit dissemination of Confidential Information received from the Disclosing Party to only those of its Related Persons who need to know the Confidential Information in furtherance of the uses thereof permitted by an Agreement; provided, however, that such Related Persons agree to abide by non-disclosure terms at least as comprehensive as those set forth herein; and provided further, that such Receiving Party shall in all events be responsible to the Disclosing Party for any action or inaction of its existing, future and former Related Persons that would violate an Agreement, as if the action or inaction had been that of such Receiving Party directly; and provided further that the Parties agree this shall also apply in relation to disclosure of Confidential Information by a Receiving Party to any other person (whether or not such other person is a Related Person) in relation to whom the Disclosing Party has given written consent to allow such disclosure.
- Shall immediately notify the Disclosing Party of any unauthorized use or disclosure of the Confidential Information.
- Destroy or return to the Disclosing Party any Confidential Information received in written or other tangible media, including all copies and records, upon any request by the Disclosing Party, except for a single set of copies which the Receiving Party may retain solely as an archival record of materials submitted.
Ownership of Confidential Information.
As between the Parties, Confidential Information will be and remain the property of the Disclosing Party. No Confidential Information may be sold, assigned, leased, or otherwise disposed of to third parties or commercially exploited by or for the Receiving Party, nor may the Receiving Party possess or assert any lien or other right against or to Confidential Information.
Security of Confidential Information.
A Receiving Party will use commercially reasonable efforts to safeguard against the destruction, loss, or alteration of Confidential Information in its possession or control that are no less rigorous than those maintained by Receiving Party for similar data.
Upon discovery of any unauthorized intentional, unintentional, or accidental disclosure of Confidential Information, a Receiving Party shall promptly notify the Disclosing Party in writing of such disclosure. The notice shall contain a description of the Confidential Information disclosed, the approximate date of disclosure, to whom the Confidential Information was disclosed, and the circumstances surrounding the disclosure.
In the event that a Receiving Party is requested or required to disclose any Confidential Information in response to a subpoena, discovery request, court order, or any other request, the Receiving Party will provide the Disclosing Party with prompt written notice of such request so the Disclosing Party may either seek an appropriate protective order or agree in writing to waive the prohibition on disclosure of the Confidential Information. Failure to notify the Disclosing Party under the requirements of this Article is a material breach of this Agreement and the Disclosing Party may elect to proceed with any or all remedies set forth in Paragraph (G).
Remedies for Unauthorized Disclosure.
If Confidential Information is disclosed except as expressly permitted in this Article, the injured Party may discontinue its relationship with the other Party, terminate this Agreement, and seek whatever remedies may be available to it at law or equity. The foregoing notwithstanding, all the confidentiality provisions of this Agreement shall survive the cancellation or cessation of the relationship between the Parties for as long as the information disclosed remains Confidential Information. The Parties agree that money damages alone may not be a sufficient remedy for any breach of this Agreement and that either Party shall be entitled to seek injunctive relief, specific performance, or other appropriate legal and equitable remedies for any such breach. These remedies shall not be deemed the exclusive remedy for any breach but shall be in addition to all other remedies available to the injured Party at law or in equity.
Return or Destruction of Confidential Information.
Upon the expiration or earlier termination of this Agreement or upon demand by either Party, each Party shall return or destroy all Confidential Information received in written or other tangible media, including all copies and records within 30 business days of the termination or request. Notwithstanding the foregoing, a Receiving Party may retain a single set of copies of Confidential Information solely as an archival record of materials submitted. Within 30 business days of the termination of this Agreement or of receipt of a request for the return or destruction of all Confidential Information, the Party to whom such request is directed shall certify in writing all such Confidential Information was returned or destroyed, subject to the Party's right to retain a single copy described in the previous sentence.
The identity of the Parties, existence of this Agreement and the terms of this Agreement, are to be considered Confidential Information unless otherwise specified in writing.
Right to Disclose
Each Disclosing Party represents and warrants any disclosure of Confidential Information that it makes to a Receiving Party under the terms and conditions of this Agreement will not violate the legal rights of, or the Disclosing Party's contractual obligations to, any third Party.