Confidentiality Contract Clause

Confidentiality

1. Definition of Confidential Information. "Confidential Information" means any information disclosed by either party to the other, whether orally or in writing, 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. Each party undertakes to treat all Confidential Information as strictly confidential and: a) not to disclose Confidential Information to any third party without the disclosing party's prior written consent, and then only under conditions of confidentiality approved in writing by the disclosing party; and b) to use the same degree of care to protect Confidential Information as the party uses to protect its own confidential information, being at least a reasonable degree of care.

3. Duration of Confidentiality. The provisions of this clause shall survive termination of this Agreement and the receiving party's duty to hold Confidential Information in confidence shall remain in effect until the information no longer qualifies as Confidential Information or until the disclosing party provides receiving party with written notice releasing it from this Agreement, whichever occurs first, but in no event shall exceed five (5) years from the date of disclosure.