Both parties recognize materials provided by the other may contain Confidential Information. “Confidential Information” as used in the Agreement means any and all technical and non-technical information, including but not limited to software source documents and formulae in any way related to the current, future and proposed business, business plans, financial information, procurement requirements, purchasing requirements, manufacturing, third-party information, experimental work, development, design details, specifications, engineering, patents, copyrights, trade secrets, proprietary information, methodologies, techniques, sketches, drawings, models, inventions, know-how, processes, products and services of either Licensor or Customer, whether disclosed orally, visually, in writing or by way of consigned items.
Licensor and Customer agree:
- Not to disclose any Confidential Information of the disclosing Party, in whole or in part, either directly or indirectly, to any third party without the prior written consent of the disclosing Party.
- To make no use or disclosure of any Confidential Information, in whole or in part, without the prior written consent of the disclosing Party, except in connection with the purposes contemplated by this Agreement.
- Not to assist any third party in making any use or disclosure of any Confidential Information, in whole or in part, of the disclosing Party without prior written consent of the disclosing Party.
- To ensure that Licensor and Customer affiliates, officers, directors, employees and consultants (collectively, “Representatives”) are all give access to any Confidential Information received from the disclosing Party only on a need-to-know basis for the purpose of this Agreement. Prior to disclosing any Confidential Information of the Party to its Representatives, each Party shall make such Representative aware of the requirements of confidentiality set forth in this Agreement; and such Party shall ensure that such Representatives have executed appropriate written agreements or are under existing obligations or duties of confidentiality, in each case, sufficient to enable the receiving Party to comply with all the previsions of this Agreement.
- The obligations set forth in this section shall not apply to the extent that the disclosing Party’s Confidential Information is required to be disclosed by law, subpoena, court order or other governmental authority; provided, however, that the receiving Party shall (a) deliver prompt written notice of such requirement so that the disclosing Party my seek a protective order or other appropriate relief; and (b) shall disclose only that information required to be disclosed by law, subpoena, court order or other governmental authority.
- The Parties’ obligations of confidentiality under this Agreement shall be effective for a period of five (5) years after the last exchange of Confidential Information.