Unilateral Confidentiality (Narrow) Contract Clause

Confidentiality

1. In this clause, "Confidential Information" means all confidential information (however recorded or preserved) disclosed by the Disclosing Party to the Receiving Party that: a) is identified as confidential at the time of disclosure; or b) would be regarded as confidential by a reasonable business person,

except that Confidential Information does not include information that: a) is or becomes generally available to the public (other than as a result of its disclosure by the Receiving Party); b) was available to the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party; c) was, is, or becomes available to the Receiving Party on a non-confidential basis from a person who, to the Receiving Party's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Receiving Party; or d) is developed by or for the Receiving Party independently of the information disclosed by the Disclosing Party.

2. The Receiving Party shall keep the Disclosing Party's Confidential Information confidential and shall not: a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement; or b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.

3. The Receiving Party may disclose the Disclosing Party's Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of this disclosure as possible.

4. The provisions of this clause shall continue to apply after termination of this Agreement.