1. “Confidential Information.”
As used in this Agreement, “Confidential Information” includes all information, whether transmitted orally or in writing, disclosed by the Disclosing Party to Receiving Party and relating to the Disclosing Party’s business plans, strategies, financial information, research and development and marketing; including, without limitation, trade secrets, software, product design information, client, customer, and vendor lists, prices and pricing policies not otherwise published by third parties; research and development materials, prototypes, business plans, new products and services under development; and marketing, business and digital strategies.
Confidential Information does not include information which is (a) known by Receiving Party at the time of receipt from the Disclosing Party, (b) approved in writing for release from this provision by the Disclosing Party, (c) now or which hereafter becomes part of the public domain through no action or omission of Receiving Party, (d) independently developed by Receiving Party without the use of Confidential Information, and/or (e) acquired by Receiving Party from a third party without restriction on use or disclosure and without breach by such third party of an obligation of confidentiality.
Disclosure Restrictions and Exceptions.
The Receiving Party will disclose Confidential Information only to its employees and to its representative whose participation is necessary or helpful to evaluate and advance to the Business Transaction and who have agreed to be bound by the terms of this Agreement. The Receiving Party will limit the unauthorized disclosure of Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own confidential information. Notwithstanding anything to the contrary in this Agreement, the Receiving Party is not prohibited from disclosing Confidential Information it is legally compelled to disclose (by deposition, subpoena, civil investigative demand, court order or otherwise), provided that the Receiving Party gives the Disclosing Party prompt written notice of any such required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy.