Unilateral Confidentiality (Broad) Contract Clause

Confidentiality

1. In connection with this Agreement, the Disclosing Party may disclose Confidential Information to the Receiving Party. "Confidential Information" means all information provided by the Disclosing Party to the Receiving Party, 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. The Receiving Party shall not disclose the Confidential Information to any third party and shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care).

3. The Receiving Party shall only use the Disclosing Party's Confidential Information to the extent necessary to fulfil its obligations and exercise its rights under this Agreement. No other use is permitted.

4. The obligations of non-disclosure and non-use under this Agreement shall not apply to information that:

   • was in the public domain at the time it was disclosed or has become in the public domain through no fault of the Receiving Party;
   • was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by documentation in existence at that time;
   • is disclosed with the prior written approval of the Disclosing Party;
   • becomes known to the Receiving Party from a source other than the Disclosing Party without breach of this Agreement and otherwise not in violation of the Disclosing Party's rights.