By signing up you agree to the following Legal Terms and Conditions
. As used in this Agreement, "Confidential Information"
means any material or information disclosed by either party to the other
party, in writing, orally, or by inspection of tangible objects (including
material or information relating to such party's research, development, and
current or prospective product or service offerings), which is designated
as "Confidential," "Proprietary" or some similar designation, or whose
confidential or proprietary nature is or should be reasonably apparent
under the circumstances.
Confidentiality and Non-Use
. During the Term and for three (3) years thereafter, each party shall
treat as confidential all Confidential Information of the other party,
shall not use such Confidential Information except to exercise its rights
and perform its obligations under this Agreement, and shall not disclose
such Confidential Information to any third party unless such third party
agrees in writing to abide by restrictions on confidentiality and non-use
substantially the same as those set forth herein. Without limiting the
foregoing, each party shall use at least the same degree of care it uses to
prevent the disclosure of its own confidential information of like
importance, which care shall be no less than reasonable care, to prevent
the disclosure of Confidential Information of the other party. Each party
shall promptly notify the other party of any actual or suspected misuse or
unauthorized disclosure of the other party's Confidential Information.
. The provisions of this Confidentiality Agreement do not apply to material
or information that: (i) is or becomes generally known to the public other
than as a result of disclosure by receiving party in violation of the terms
of this Agreement; (ii) is in the possession of receiving party at the time
of disclosure by disclosing party, as reasonably evidenced by a prior or
contemporaneous writing and other than as a result of receiving party's
breach of any legal obligation; (iii) becomes known to receiving party
through disclosure by sources other than disclosing party having the legal
right, to the knowledge of receiving party, to disclose such information;
or (iv) is independently developed by receiving party without reference to
the Confidential Information and through persons who have not had, either
directly or indirectly, access to or knowledge of such Confidential
Information, as reasonably evidenced in writing by receiving party.
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