CONFIDENTIALITY AND USER DATA Sample Clauses

CONFIDENTIALITY AND USER DATA a) For the purposes of this Agreement, "Confidential Information" means information about the disclosing party's (or its suppliers') business or activities that is proprietary and confidential, which shall include all business, financial, technical and other information of a party marked or designated by such party as "confidential or proprietary" or information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. This Section 14 imposes no obligation on either party with respect to Confidential Information which it can clearly establish (a) was in the possession of or was known by it without an obligation to maintain its confidentiality prior to its receipt from the other party; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained from a third party having the right to disclose it without an obligation of confidentiality; or (d) was independently developed without participation of individuals who have had access to the Confidential or proprietary Information. Either party may disclose Confidential or proprietary Information to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law provided it gives the other party written notice of the proposed disclosure with sufficient time to seek relief and that such disclosure, if made, is made in a fashion to maximize the protection of the Confidential Information from further disclosure or (ii) on a "need-to-know" basis under an obligation of confidentiality to its legal counsel, accountants, banks and other financing sources and their advisors. Each party shall notify, inform and bind its employees and contractors to all limitations, duties and obligations regarding use, access to, and nondisclosure of Confidential or proprietary Information.

CONFIDENTIALITY AND USER DATA