Confidential Information of. Third Parties that is known to, in the possession of or acquired by a Receiving Party pursuant to a relationship with the Disclosing Party shall be deemed the Disclosing Party's Confidential Information for purposes herein.
Confidential Information of a Disclosing Party shall not include any information that the Receiving Party can demonstrate by competent evidence: (a) is or becomes publicly known other than as a result of any breach of this Agreement by the Receiving Party; (b) is disclosed to the Receiving Party on a non-confidential basis by a third party who rightfully possesses the information; (c) was known to the Receiving Party prior to its first receipt from the Disclosing Party (provided that the exception set forth in this clause (c) shall not apply to Results, other Work Product or Arising Intellectual Property); or (d) was independently developed by the Receiving Party outside the scope of this Agreement and without use of or reference to the Confidential Information of the Disclosing Party.
Confidential Information of a Party (Disclosing Party) means and includes all unpatented inventions, ideas, know-how, concepts, trade secrets, processes, techniques, software, products and all other unregistered or unpatented intellectual property, financial and business information and all other commercially valuable information of the Disclosing Party, in any form, which is designated in writing by the Disclosing Party as confidential to it and all copies, notes and records and all related information generated by using such information. Confidential Information excludes or, as the case requires, ceases to include, information that is or becomes:
Confidential Information of a Disclosing Party shall be used by the Receiving Party solely for the purpose of evaluating a possible business transaction between the Parties. Each party shall hold the other party’s Confidential Information in strictest confidence and shall not disclose the other party’s Confidential Information without the prior written consent of such other party, which consent may be withheld at such other party’s sole discretion. Each party may disclose the other party’s Confidential Information to such party’s employees, if any, on a need-to-know basis only. The Receiving Party may disclose confidential information to professional advisors, including lawyers, accountants and board members (herein called "Permitted Persons") only after the written consent of the Disclosing Party and only after it shall procure that all of its Permitted Persons shall execute in writing at least a like obligation of confidentiality with respect to the confidential information and shall comply with the provisions hereof on the same terms and conditions as a Receiving Party, and such obligation will be handed to the Disclosing Party or its proxy . The Receiving Party shall be responsible for compliance with and for any breach by itself or its employees and Permitted Persons of all of the terms and covenants herein. Each party agrees to take all reasonable precautions to protect the Confidential Information of the other party, but in no event less than a reasonable degree of care. For the avoidance of any doubt, it is hereby agreed that the Receiving Party shall have no obligations whatsoever with respect to a breach by any third party of the confidentiality obligations specified under this Agreement, if the transfer of such Confidential Information to such third party was legitimate under the provisions of this Non Disclosure Agreement and/or approved by the Disclosing Party, in accordance with Section 1(v) above.
Confidential Information of a Disclosing Party shall not include information that the other party (the “Receiving Party”) can demonstrate by competent written proof: (a) is now, or hereafter becomes, through no breach of this Agreement by the Receiving Party, generally known or available; (b) is known by the Receiving Party at the time of receiving such information, as evidenced by its pre-existing written records; (c) is hereafter furnished to the Receiving Party by a third party, as a matter of right and without restriction on disclosure; or (d) is hereafter independently developed by the Receiving Party without reference to or reliance upon Confidential Information and without any breach of this Agreement. For purposes of clause (a) of this Section 2, no combination of elements within the Confidential Information shall be deemed to be part of the public domain merely because the individual elements of such combination are part of the public domain, unless the entire combination itself, or the entire principle of use or operation of such combination (if any), is part of the public domain. In addition, no element within the Confidential Information shall be deemed to be a part of the public domain merely because it is embraced by more general information or data that is part of the public domain.
Confidential Information of a Disclosing Party shall not include information that the Receiving Party can demonstrate by competent written proof: (a) is now, or hereafter becomes, through no breach of this Agreement by the Receiving Party, generally known or available; (b) is known by the Receiving Party at the time of receiving such information, as evidenced by its pre-existing written records; (c) is hereafter furnished to the Receiving Party by a third party, as a matter of right and without restriction on disclosure; or (d) is hereafter independently developed by the Receiving Party without reference to or reliance upon Confidential Information and without any breach of this Agreement.
