Confidentiality Feedback. For purposes of this Agreement, “Confidential Information” means any business or technical information that either party discloses to the other, in writing, orally, or by any other means, that is designated, or that is reasonably expected under the circumstances to be, confidential or proprietary, including but not limited to computer programs, code, algorithms, data, know-how, formulas, processes, ideas, inventions, schematics and other technical, business, financial, and product development plans, names and expertise of employees and consultants, and customer lists, and in all instances, the source code of the Software will be deemed to be Unravel’s Confidential Information, regardless of whether it is marked as such. The restrictions set forth in Section will not apply with respect to any Confidential Information that: (i) was or becomes publicly known through no fault of the receiving party; (ii) was rightfully known or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party who has a right to disclose it; (iii) is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing party; or (iv) the receiving party independently develops without access to or use of the other party’s Confidential Information. Upon the termination or expiration of this Agreement, the receiving party shall, at the disclosing party’s option and request, promptly destroy or return all Confidential Information, including all copies thereof in whatever medium, in its possession or control, provided that the receiving party may retain (a) any copies of such materials required to be retained to comply with applicable laws or regulatory requirements and (b) any copies of such materials contained in computer files maintained pursuant to the receiving party’s customary archiving or back-up procedures. The receiving party acknowledges that use or disclosure of any Confidential Information by it in breach of this Section 7 will give rise to irreparable injury to the disclosing party, not adequately compensated by damages, and as such, the disclosing party will be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other legal remedies which may be available. During the course of this Agreement, Customer may in its sole discretion provide Feedback to Unravel, and in the event Customer does so, Customer hereby assigns to Unravel all right, title, and interest in and to the Feedback, if any. All Feedback is provided “as-is” without any warranties of any kind, express or implied.
Appears in 1 contract
Sources: Evaluation Agreement
Confidentiality Feedback. For purposes of this Agreement, “Confidential Information” means any business or technical information that either party discloses to the other, in writing, orally, or by any other means, that is designated, or that is reasonably expected under the circumstances to be, confidential or proprietary, including but not limited to computer programs, code, algorithms, data, know-how, formulas, processes, ideas, inventions, schematics and other technical, business, financial, and product development plans, names and expertise of employees and consultants, and customer lists, and in all instances, the source code of the Software will be deemed to be Unravel’s Confidential Information, regardless of whether it is marked as such. The restrictions set forth in Section will not apply with respect to any Confidential Information that: (i) was or becomes publicly known through no fault of the receiving party; (ii) was rightfully known or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party who has a right to disclose it; (iii) is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing party; or (iv) the receiving party independently develops without access to or use of the other party’s Confidential Information. Upon the termination or expiration of this Agreement, the receiving party shall, at the disclosing party’s option and request, promptly destroy or return all Confidential Information, including all copies thereof in whatever medium, in its possession or control, provided that the receiving party may retain (a) any copies of such materials required to be retained to comply with applicable laws or regulatory requirements and (b) any copies of such materials contained in computer files maintained pursuant to the receiving party’s customary archiving or back-up procedures. The receiving party acknowledges that use or disclosure of any Confidential Information by it in breach of this Section 7 will give rise to irreparable injury to the disclosing party, not adequately compensated by damages, and as such, the disclosing party will be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other legal remedies which may be available. During the course of this Agreement, Customer may in its sole discretion provide Feedback to Unravel, and in the event Customer does so, Customer hereby assigns to Unravel all right, title, and interest in and to the Feedback, if any. All Feedback is provided “as-is” without any warranties of any kind, express or implied.and
Appears in 1 contract
Sources: Evaluation Agreement