Common use of Mutual Confidentiality Clause in Contracts

Mutual Confidentiality. In the course of their relationship, the parties may disclose to each other written or electronically communicated or stored information under the Agreement which they deem confidential, including, without limitation, pricing and sales information and customer names ("Confidential Information"). Accordingly, the parties hereby agree as follows: (A) each party shall not disclose Confidential Information to any other person, firm or corporation (for Supplier including, without limitation, affiliated corporations and separate business units) except as provided herein, and shall use the same degree of care, but not less than reasonable care, to avoid publication or dissemination of such Confidential Information as they employ with respect to their own information which they do not desire to have published or disseminated. All Confidential Information shall be retained by each party in a secure place with access limited to only such of its employees or agents (including consultants, accountants and attorneys) who need to know such information for purposes of the Agreement and each of the foregoing persons shall be informed of the existence and terms of this section and each party hereby acknowledges and agrees that it shall be liable to the other for any breach hereunder by its employees or agents; and (B) each party shall not use any Confidential Information in connection with its own marketing or product pricing or other internal purposes except to the extent necessary to fulfill its obligations under the Agreement; and (C) each party shall not solicit or market any product to any of the other party’s customers based upon information provided to it by the other party (whether by customer list, customer registration or otherwise); and (D) at the conclusion of this relationship or upon demand by the other party, all Confidential Information, including marketing documents, other written notes, diagrams, memoranda, or notes taken by each party regarding Confidential Information, shall be returned to the other party or, at the request of the other party, destroyed except for one electronic copy maintained pursuant to a disaster recovery plan. The term “Confidential Information” shall not include, and each party shall have no obligation with respect to, any information which: (i) is already known to it; or (ii) is or becomes publicly known through no wrongful act of it; or (iii) is rightfully received from a third party without restriction and without breach of an agreement; or (iv) is independently developed by it; or (v) is approved for release by written authorization of the other party. The parties may disclose any Confidential Information received hereunder pursuant to any applicable law, regulation or court order, provided that such disclosure will be limited to the minimum acceptable level of disclosure and that the party required to disclose such information will immediately notify the other party of the imminent disclosure and reasonably cooperate to minimize or prevent such disclosure to the maximum extent allowed under applicable law, regulation or court order. Each party acknowledges that disclosure or improper use of the Confidential Information would cause the other party immediate and irreparable harm. Each party agrees that the other party will be entitled to equitable relief in addition to any other remedies available to it. The parties acknowledge that this section shall be subject to applicable law.

Mutual Confidentiality. In the course of their relationship, the parties may The Parties agree to hold in strict confidence and not to disclose to each others or use for any purpose (other written than the performance of this Agreement and Services), either before or electronically communicated after termination of the Agreement, any confidential or stored proprietary information under of the Agreement which they deem confidentialother party, including, without limitation, pricing any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and sales proprietary information includes, without limitation, any technical or business information, financial information or projections, customer lists, business plans, logins, product formulas or specifications, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies, methodologies, or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research or business plans. Confidential information is not limited to a specific medium and customer names can be oral, written or physical in format ("“Confidential Information"”). Accordingly, the parties hereby agree as follows: (A) each party The Parties shall not disclose Confidential Information to any third party, other personthan the receiving party’s personnel or agents, firm or corporation (for Supplier including, in any form without limitation, affiliated corporations and separate business units) except as provided herein, and the disclosing party's prior written consent. The Parties shall use the same degree of care, but not less than reasonable care, to avoid publication or dissemination of such disclose Confidential Information as they employ with respect to their own information which they do not desire to have published or disseminated. All Confidential Information shall be retained by each party in a secure place with access limited to only such of its employees any personnel or agents (including consultants, accountants and attorneys) who without the need to know such information. Except as otherwise provided below, information for purposes of shall not be considered confidential hereunder nor subject to the Agreement and each of the foregoing persons shall be informed of the existence and terms provisions of this section and each party hereby acknowledges and agrees that if it shall can be liable to the other for any breach hereunder by its employees or agents; and (B) each party shall not use any Confidential Information in connection with its own marketing or product pricing or other internal purposes except to the extent necessary to fulfill its obligations under the Agreement; and (C) each party shall not solicit or market any product to any of the other party’s customers based upon information provided to it by the other party (whether by customer list, customer registration or otherwise); and (D) at the conclusion of this relationship or upon demand by the other party, all Confidential Information, including marketing documents, other written notes, diagrams, memoranda, or notes taken by each party regarding Confidential Information, shall be returned to the other party or, at the request of the other party, destroyed except for one electronic copy maintained pursuant to a disaster recovery plan. The term “Confidential Information” shall not include, and each party shall have no obligation with respect to, any information whichdemonstrated: (i) is already known to ithave been rightfully in the receiving party's possession prior to the date of the disclosure of such information to the receiving party, if such prior possession was not otherwise subject to a restriction on disclosure; or (ii) is or becomes publicly known through no wrongful act to have been in the public domain prior to the date of itthe disclosure of such information to the receiving party; or (iii) is rightfully received from a third party without restriction and without breach to have become part of the public domain by publication or by any other means except an agreement; unauthorized act or omission on the part of the receiving party, or (iv) to have been supplied to the receiving party without restriction by a third party who is independently developed under no obligation to maintain such information in confidence. Confidential Information shall not be deemed to be generally available to the public or in the Parties’ possession merely because it may be embraced by it; a more general disclosure, or merely because it may be derived from combinations of disclosures generally available to the public or in the Parties’ possession. Upon the disclosing party’s request, the receiving party shall return to the disclosing party any and all written or physical embodiments (vincluding copies) of Confidential Information disclosed to the receiving party by the disclosing party which is approved for release by written authorization then in the receiving party’s possession, custody or control. Such Confidential Information includes all documents or computer files, including emails, which contain or reflect the Confidential Information. The confidentiality obligations set forth in this Agreement shall survive ten (10) years after termination or expiration of the other party. The parties may disclose any Confidential Information received hereunder pursuant to any applicable law, regulation or court order, provided that such disclosure will be limited to the minimum acceptable level of disclosure and that the party required to disclose such information will immediately notify the other party of the imminent disclosure and reasonably cooperate to minimize or prevent such disclosure to the maximum extent allowed under applicable law, regulation or court order. Each party acknowledges that disclosure or improper use of the Confidential Information would cause the other party immediate and irreparable harm. Each party agrees that the other party will be entitled to equitable relief in addition to any other remedies available to it. The parties acknowledge that this section shall be subject to applicable lawAgreement.

Mutual Confidentiality. In the course of their relationship, the parties may disclose to each other written or electronically communicated or stored information under the at Supplier's risk and expense or charge to Supplier any Agreement which they deem confidential, confidential including, additional costs sustained because of the same. If delivery of Products is not accomplished at the time or times indicated in this Agreement, Company reserves the right, without liability and in addition to its other rights and remedies, to terminate this Agreement by notice effective immediately upon receipt by Supplier and to arrange for completion of performance and/or to without limitation, pricing and sales information and customer names ("Confidential Information"). Accordingly, the parties hereby agree as follows: (A) each party shall not disclose Confidential Information to any other person, firm or corporation (for Supplier including, without limitation, affiliated corporations and separate business units) except as provided herein, and shall use the same degree of care, but not less than reasonable care, to avoid publication or dissemination of such Confidential Information as they employ with respect to their own information which they do not desire to have published or disseminated. All Confidential Information shall be retained by each party in a secure place with access limited to only such of its employees or agents (including consultants, accountants and attorneys) who need to know such information for purposes of the Agreement and each of the foregoing persons shall be informed of the existence and terms of this section and each party hereby acknowledges and agrees that it shall be liable to the other for any breach hereunder by its employees or agents; and (B) each party shall not use any Confidential Information in connection with its own marketing or product pricing or other internal purposes except to the extent necessary to fulfill its obligations under the Agreement; and (C) each party shall not solicit or market any product to any of the other party’s 's customers based upon information provided to it by the other party (whether by customer list, customer registration or otherwise); and (D) at the conclusion of this relationship or upon demand by the other party, all Confidential Information, including marketing documents, other written notes, diagrams, memoranda, or notes taken by each party regarding Confidential Information, shall be returned to the other party or, at the request of the other party, destroyed except for one electronic copy maintained pursuant to a disaster recovery plan. The term “"Confidential Information” " shall not include, and each party shall have no obligation with respect to, any information which: (i) is already known to it; or (ii) is or becomes publicly known through no wrongful act of it; or (iii) is rightfully received from a third party without restriction and without breach of an agreement; or (iv) is independently developed by it; or (v) is approved for release by written authorization of the other party. The parties may disclose any Confidential Information received hereunder pursuant to any applicable law, regulation or court order, provided that such disclosure will be limited to the minimum acceptable level of disclosure and that the party required to disclose such information will immediately notify the other party of the imminent disclosure and reasonably cooperate to minimize or prevent such disclosure to the maximum extent allowed under applicable law, regulation or court order. Each party acknowledges that disclosure or improper use of the Confidential Information would cause the other party immediate and irreparable harm. Each party agrees that the other party will be entitled to equitable relief in addition to any other remedies available to it. The parties acknowledge that this section shall be subject to applicable law.