SAMPLE CLAUSES

Confidentiality

:

Confidentiality

(Sample Clause 1)

3.1 The parties shall at all times during the Term keep strictly secret and not disclose, disseminate divulge, communicate or make accessible the Confidential Information in any manner, directly or indirectly, to any other Person and shall itself use and/ or store the Confidential Information solely for the purposes contemplated by this Agreement. Notwithstanding the foregoing, a party shall not be liable for disclosure of Confidential Information which is:

(a) already in the possession of the receiving party without an obligation of confidence, prior to provision of such information by the disclosing party;

(b) independently developed by the receiving party without use of any Confidential Information of the disclosing party;

(c) available in the public domain;

(d) rightfully received by the receiving party from a third party; or

(e) released for disclosure by one party with the written consent of the other party.

3.2 Disclosure of Confidential Information shall not be precluded if such disclosure is:

(a) in response to a valid order of a court or governmental body, provided however that, if such disclosure is to be made, the Party so ordered shall notify the other party before disclosure so that the party may, if it so wishes, take or ask the ordered party to take reasonable steps to prevent or restrict that disclosure;

(b) otherwise required by law; or

(c) necessary to enforce the disclosing party’s rights under this Agreement.

3.3 The receiving party may disclose the Confidential Information only to those of its directors, officers, contractors, advisors and employees who require it for the purposes contemplated by this Agreement and shall use its best endeavours to prevent any unauthorised disclosure of Confidential Information by them. In this connection, each of such directors, officers, contractors, advisors and employees to whom any Confidential Information is to be disclosed shall be made aware of the confidential nature of the Confidential Information or shall be bound by obligations to keep such information confidential that are at least as stringent as the obligations contained herein.

3.4 For the purposes of this Clause, the term “Confidential Information” means any information and data not available in the public domain, including, but not limited to, information or data in respect of a party’s intellectual property(s), technology(s), products, vendors, suppliers, pricing, strategies, brands, trade secrets, know-how, finance, transactions, discoveries, ideas, concepts, operations and processes, business methods, business models, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, computer programs, disks, tapes, marketing plans, customer data and other technical, financial or commercial information, whether in tangible or intangible form (in each case, whether conveyed in writing or orally and whether such information is furnished before, on or after the execution of this Agreement);

Confidentiality

(Sample Clause 2)

Confidentiality

(Sample Clause 3)

Confidentiality

(Sample Clause 4)

Confidentiality

(Sample Clause 5)

Confidentiality

(Sample Clause 6)

Confidentiality

(Sample Clause 7)

Confidentiality

(Sample Clause 8)

Confidentiality

(Sample Clause 9)
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