Common use of Scope of Confidential Information Clause in Contracts

Scope of Confidential Information. From time to time during the Term, Distributor may disclose or make available to Subdistributor information about its business affairs, goods and services, pricing, forecasts, customers, confidential information, and materials comprising or relating to IP Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure: (a) is or becomes generally available to the public other than as a result of any direct or indirect breach of this ARTICLE 8 by Subdistributor or any of its Representatives; (b) is or becomes available to Subdistributor on a non-confidential basis from a third party, provided that such third party is not under a duty of confidentiality to Distributor; (c) was known by or in the possession of Subdistributor or its Representatives prior to being disclosed by or on behalf of Distributor; (d) was or is independently developed by Subdistributor without reference to or use of any of Distributor’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law.