Common use of CONFIDENTIAL INFOMRATION Clause in Contracts

CONFIDENTIAL INFOMRATION. (a) Licensee hereby acknowledges that the Program(s) embodies confidential and proprietary information, including trade secrets, owned by Licensor or its Affiliates or suppliers (the “Program Confidential Information”). (b) Excluding the Program(s) and the Program Confidential Information, the parties agree that any other information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) under this Agreement and which is identified in writing as confidential or proprietary (“Other Confidential Information”) and, together with the Program Confidential Information, (“Confidential Information”) will remain the property of the Disclosing Party. If initially disclosed orally or visually, Other Confidential Information must be identified as confidential at the time of disclosure and a written summary thereof, also marked with such a legend, must be provided to the Receiving Party within 15 days of the initial disclosure. Notwithstanding the foregoing to the contrary, reports and/or information related to or regarding Licensor’s or its Affiliates’, suppliers’, or Channel Partner’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information even if not so marked or identified. The Receiving Party will use the same degree of care, but not less than reasonable care, to protect the confidentiality of the Disclosing Party’s Confidential Information as it uses to protect its own similar confidential and proprietary information. The Receiving Party agrees that it will not (i) use the Disclosing Party’s Confidential Information in any way, for its own account or the account of any third party, except for the exercise of its rights and performance of its obligations under this Agreement, or (ii) disclose any such Confidential Information to any party, other than furnishing such Confidential Information to (a) its employees, Affiliates, Channel Partners and consultants who are required to have access to such Confidential Information in connection with the exercise of its rights and performance of its obligations under this Agreement and (b) professional advisers; provided that such employees, Affiliates, consultants, Channel Partners and professional advisers are bound by written agreements or, in the case of professional advisers, ethical duties, respecting such Confidential Information in accordance with the terms of this Section