Proprietary Technical Data definition
Proprietary Technical Data. (as defined herein) communicated between [insert legal name and address of repair shop] (“Company”) and [insert legal name and address of entity that receives data from the repair shop] (“Vendor”) as part of their business dealings. Company and Vendor shall collectively be referred to herein as “the Parties.” This Agreement supplements any prior agreements between the Parties as to this subject matter and, to the extent that there is a conflict between the terms of this Agreement and any prior agreement, the terms of this Agreement shall control. For purposes of this Agreement, the following terms have the following meanings:
Proprietary Technical Data means the terms of this Agreement and any and all information, data, software, matter or thing of a secret, confidential or private nature relating to the business of the disclosing Party or its Affiliates, including matters of a technical nature (such as know-how, processes, data and techniques), matters of a business nature (such as information about costs, profits, discounts, markets, sales, customers, suppliers, the Parties' contractual dealings with each other and the projects – including preliminary, interim, or final costs, methods, scope, parts, and/or procedures used to repair one or more vehicles – that that are the subject-matter thereof), matters of a proprietary nature (such as information about patents, patent applications, copyrights, trade secrets and trademarks), other information of a similar nature, and any other information which has been derived from the foregoing information by the receiving Party; provided, however, that Proprietary Data shall not include information which: (a) is legally in possession of the receiving Party prior to receipt thereof from the other Party; (b) the receiving Party can show by suitable evidence to have been independently developed by the receiving Party or its employees, consultants, affiliates or agents; (c) enters the public domain through no fault of the receiving Party or others within its control; (d) is disclosed to the receiving Party, without restriction or breach of an obligation of confidentiality to the disclosing Party or (e) is legally required to be disclosed; provided that the receiving Party subject to such a requirement uses its reasonable best efforts to notify the other Party of any request or subpoena for the production of any Proprietary Data and provides such Party with an opportunity to resist such a request or subpoena. Vendor, at its sole cost and expense, shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information to protect from unauthorized access, destruction, use, modification, or disclosure the Personal Information and Proprietary Technical Data it receives from Company. Vendor further agrees and warrants that it shall not access, use, modify, disclose, or sell (broadly defined as receiving any monetary or non-monetary consideration, including reciprocal sharing agreements) to a third-party any Personal Information or Proprietary Technical Data it receives from Company without the express written consent of Company ...