Confidential Information

The term “Confidential Information” refers to any information that either party discloses to the other party in connection with this Agreement, whether directly or indirectly, orally, in writing, or by physical inspection of tangible objects (including, without limitation, documents, Personal Information, software, facilities, equipment, and operating plans).  Information that has been revealed to a disclosing party by third parties may also be considered confidential information.  Confidential information, however, shall not include any information that: (i) was already in the receiving party’s legal possession; (ii) became publicly known and made generally available after being disclosed by the disclosing party to the receiving party; or (iii) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party.

Non-use and Non-disclosure.

Each party agrees not to use any Confidential Information of the other party except as expressly permitted in this Agreement or as expressly authorized.

The preservation of confidentiality.

Each party acknowledges that the other party’s confidential information must be kept private and must be protected against disclosure and unlawful use.  Without limiting the above, each party is required to use at least the same degree of care as it uses to safeguard its own most sensitive information.  Each party is responsible for making sure that its officers, employees, consultants, and legal advisors are aware of the obligation to keep such disclosure in confidence and do not disclose the other party’s confidential information to anyone other than those who need access to it to carry out the purposes of this Agreement.