THIS IS A CONFIDENTIALITY AGREEMENT, between
________________________________________________________OWNER AND
________________________________________________________RECIPIENT.
The parties have agreed to the following terms governing the confidentiality of certain proprietary information one party
(Owner) may disclose to the other party (Recipient)
DEFINITIONS
A. For the purpose of this confidentiality Agreement, Confidential Information means all information in whatever form transmitted relating to the past, present or future business affairs, including without limitation, research, development, or business plans, operations or systems, of Owner or other or another party whose information Owner has in its possession under obligations of confidentiality, which (i) is disclosed by Owner or its affiliates, bearing an appropriate legend indicating its confidential or proprietary nature or otherwise, disclosed in a manner consistent with its confidential or proprietary nature
or (ii) is produced or developed during the working relationship between the parties and which would, if disclosed to competitors of either party, give or increase such competitors' advantage over the party or diminished that party's advantage of its' competitors.
Confidential information shall not include any information of an Owner that: (i) is already known to Recipient at the time of its disclosure; (ii) is or becomes publicly known through no wrongful act of Recipient; (iii) is communicated to a third party with express written consent of the Owner; (iv) has been independently developed by Recipient prior to receipt of any information disclosed by the Owner or, (v) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, provided that before making such disclosure the Recipient shall immediately give the Owner written notice and an adequate opportunity to raise an objection or to take action to assure confidential handling of such information.
B.The term, "affiliate" shall mean any person or entity controlling, controlled by or under common control with a party.
TERM
For a period of Five (5) years from the date of disclosure, to Recipient, Recipient shall not disclose any Confidential Information it receives from Owner to any person or entity except employees of Recipient and its affiliates who have a need to know and who have been informed of Recipient's obligations under this Confidentiality Agreement. Recipient shall use not less than the same degree of care to avoid disclosure of such Confidential information as Recipient uses for its own confidential information of like importance.#
