Common use of CONFIDENITALITY Clause in Contracts

CONFIDENITALITY. 6.1 The parties acknowledge that by reason of the relationship established under the Engagement Letter, they may have access to and acquire Confidential Information of the other party. Each party receiving Confidential Information (the “Receiving Party”) agrees to maintain all such Confidential Information received from the other party (the “Disclosing Party”) in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the terms of the Engagement Letter, Project Description, Statement of Work and these Terms to its legal and business advisors if such third parties agree to maintain the confidentiality of such Confidential Information under terms no less restrictive than those set forth herein. The Receiving Party further agrees to use the Confidential Information only for the purposes of providing or receiving Services under this or any other contract between the parties. The foregoing restrictions shall not apply to Confidential Information that: (i) is or becomes a matter of public knowledge through no fault of or action by the Receiving Party; (ii) was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (iii) subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without restriction; or (iv) is independently developed by the Receiving Party without resort to the Confidential Information. Confidential Information may be disclosed to the extent required by law or judicial order, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, and the Receiving Party shall reasonably cooperate with the Disclosing Party's efforts (at the Disclosing Party’s expense) to secure such a protective order or other legal remedy to prevent or limit the disclosure. 6.2 The parties’ respective obligations hereunder will survive the expiration or early termination of the engagement for a period of 1 year. Upon the expiration or termination of the engagement, each party will, upon the written request of the other party, return or destroy (at the option of the party making the request) all Confidential Information, documents, manuals and other materials specified by the other party.