Mutual Confidentiality Contract Clause

Confidentiality

1. Definition of Confidential Information. "Confidential Information" means all non-public, confidential or proprietary information of the Disclosing Party, whether disclosed orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. Confidentiality Obligations. The Receiving Party shall: a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and b) except as otherwise authorized by the Disclosing Party in writing, restrict access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need that access for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective as those herein.

3. Exceptions. The Receiving Party's obligations under Section 2 above do not apply to information that the Receiving Party can document: a) is or becomes generally available to the public without breach of this Agreement, b) was in the Receiving Party's possession at the time of disclosure and was not acquired from the Disclosing Party, c) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act, or d) was independently developed by the Receiving Party without use of any Confidential Information.

4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

5. Survival. The Receiving Party's obligations under this Section shall survive termination of this Agreement.