Unilateral Confidentiality (Broad) Contract Clause

Confidentiality

1. "Confidential Information" means all non-public, confidential or proprietary information of the Disclosing Party, whether disclosed orally or in written, electronic or other form or media, whether or not marked, designated or otherwise identified as "confidential".

2. The Receiving Party shall: (a) keep all Confidential Information strictly confidential; (b) not use any Confidential Information except for the purpose of exercising its rights or performing its obligations under this Agreement; (c) limit access to Confidential Information to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective as those herein.

3. The foregoing shall not apply to information that: (a) was known to the Receiving Party without restriction before receipt from the Disclosing Party; (b) is publicly available through no fault of the Receiving Party; (c) is rightfully received by the Receiving Party from a third party without restriction and without breach of this Agreement; (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.