Confidential Information Data Security Sample Clauses

Confidential Information Data Security. The parties agree that “Confidential Information” means any information disclosed by the disclosing party to the receiving party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, trade secrets, prototypes, samples, equipment, customer lists or other customer information not known to the general public), which is designated as “Confidential”, “Proprietary” or some similar designation, or is the type of information which should be reasonably be recognized as Confidential or Proprietary. For purposes of clarity, the terms of this Agreement, any Addendum, and any Solutions Order(s) are Confidential Information. Confidential Information shall not, however, include any information which (i) is already publicly known and generally available in the public domain at the time of disclosure by the disclosing party, (ii) becomes publicly known and generally available after disclosure by the disclosing party to the receiving party through no act or omission of the receiving party,(iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party, as evidenced by the receiving party’s contemporaneous written records, (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality, or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. All Confidential Information disclosed by either party to the other pursuant to this Agreement is and will be disclosed to it in confidence solely for its use in its performance hereunder. Each party will safeguard and keep confidential all Confidential Information of the other and will return the other’s Confidential Information upon request, except to the extent further retention of such Confidential Information is necessary for a party to perform any post-termination obligations or exercise any post- termination rights under this Agreement. Each party agrees to safeguard the other’s Confidential Information using measures that are equal to the standard of performance used by the receiving Party to safeguard its own Confidential Information of comparable value, but in no event less than reasonable care. Each party agrees to keep such information secret and confidential indefinitely or until such time the disclosing party makes the Confidential Information publicly known, and ...

Confidential Information Data Security. (a) As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, Securonix IP will be deemed Confidential Information of Securonix. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non- use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party

Confidential Information Data Security