For the purposes hereof, in case of confidential information relating to devices, such device or any part thereof or their realistic or schematic image shall be regarded as a copy (media) of confidential Information; in case of confidential information relating to software, any copy of such software or its part (as source code or as compiled) shall be regarded as a copy of the confidential information.
The parties undertake not to disclose or divulge the confidential information during the term of this Agreement and keep the received information confidential. The party receiving confidential information undertakes to use confidential information only for Permitted Use and protect confidential information with the same measure of care and diligence as its own confidential information.
Actions or omission of action, resulting in possible third-party access to the confidential information.
Confidential Information, if disclosed to partner in tangible form, shall not necessarily be marked "Confidential", "Confidential Information", or "For internal use only" – information received by the partner from the company is considered as such as of the time of disclosure.
The disclosure of confidential information includes, among other cases:
Failure to preclude a third party's efforts to obtain confidential information from the sources controlled by the party receiving confidential information.
Use of confidential information in the receiving party's own interest or to the prejudice of interests of the disclosing party or its Affiliate.
Delivery of confidential Information to a third party or use of confidential Information when performing works (services) for third parties.
The party receiving confidential information shall not be liable for disclosure of the Information in accordance with the lawful demand of a governmental body or court or prescribed by law.
The receiving party provides to the disclosure party written notice of the required disclosure promptly upon receipt of notice of the required disclosure.
The disclosing party has an opportunity to review and comment on the proposed disclosure and if it wishes to do so (at its own cost), seek to defend, limit or protect against such disclosure, and the receiving party will disclose only that portion of the Information which is required to be disclosed.
Nothing in those above-mentioned clauses will in any way prevent or unreasonably delay the obligation of the receiving party to comply with the said disclosure requirements.
The undersigned receiving party may disclose confidential information only to receiving party's employees and consultants on a need-to-know basis. The undersigned receiving party will have executed or shall execute appropriate written agreements with its employees and such consultants sufficient to enable it to comply with all the provisions of this agreement, and shall be responsible for any breach of the confidentiality restrictions herein by such employees and consultants.
Receiving party shall notify the undersigned disclosing party immediately upon discovery of any unauthorized use or disclosure of confidential information or any other breach of this Agreement by receiving party and its employees and consultants, and will cooperate with disclosing party in every reasonable way to help to disclose party regain possession of the confidential information and prevent its further unauthorized use or disclosure.
For each case of disclosure of confidential information arising out of the receiving party's action (omission to act) the receiving party undertakes to reimburse the disclosing party for damages (including actual loss and lost profits).
The disclosing party is entitled to demand at any time to return or destroy all originals, copies, reproductions and summaries of confidential information all other tangible materials and devices provided to the receiving party as confidential Information and the receiving party shall immediately satisfy such demand.
All confidential information is and shall remain the property of disclosing party. Nothing contained herein shall be construed as granting or implying any transfer of rights or license or patent or other intellectual property rights protecting or relating to the confidential information of the disclosing party to the receiving party. Disclosing party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein.