The Vendor recognizes and acknowledges that the Vendor has and will have access to confidential and proprietary information of the Company which will constitute valuable, special, and unique assets of the Company. The term "Proprietary Information" shall mean any and all information disclosed to, or otherwise acquired or observed by, the Vendor from the Company, its affiliated companies, directors, officers and employees relating to the business of the Company, whether communicated in writing, orally, electronically, photographically, or in recorded or any other form, including, but not limited to, (i) technical information concerning Company's products and services, including product know-how, ideas, formulas, designs, devices, patterns, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence; (ii) information concerning Company's business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies; (iii) information concerning Company's employees, including salaries, strengths, weaknesses and skills; information submitted by Company's customers, suppliers, employees, consultants or co-venture partners with Company for study, evaluation or use; and (iv) any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect Company's business and which the Vendor has acquired or obtained by virtue of services performed for the Company, or which the Vendor may acquire or may have acquired knowledge of during the performance of said services.
The Vendor covenants and agrees that it shall have the affirmative obligation to: (i) hold the Confidential Information in its strictest of confidence;
(ii) not use the Confidential Information for any personal gain or detrimentally to the Company;
(iii) take all steps necessary to protect the Confidential Information from disclosure and to implement internal procedures to guard against such disclosure;
(iv) not disclose the fact that the Confidential Information has been made available, that discussions or negotiations are taking place or have taken place or any of the terms, conditions or other facts with respect to the transaction; and
(v) not disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by the Vendor of his confidentiality obligations hereunder.
This Section shall survive and continue after any expiration or termination of this Agreement and shall bind Vendor, its employees, agents, representatives, successors, heirs and assigns.
Exceptions to Confidential Information The Vendor shall not be restricted from disclosing or using Confidential Information that:
(i) was freely available in the public domain at the time it was communicated to the Vendor by the Company;
(ii) subsequently came to the public domain through no fault of the Vendor;
(iii) is in the Vendor's possession free of any obligation of confidence at the time it was communicated to the Vendor by the Company;
(iv) is independently developed by the Vendor or its representatives without reference to any information communicated to the Vendor by the Company;
(v) is provided by the Vendor in response to a valid order by a court or other governmental body, as otherwise required by law; or
(vi) is approved for release by written authorization of an officer or representative of the Company; Use or Disclosure of Confidential Information
The vendor shall only use the Confidential Information for the purpose of evaluating the relationship and shall not use the Confidential Information for its own purposes or the purposes of any other party. The vendor shall disclose the Confidential Information received under this Agreement to any person within its organization only if such persons have a need to know. The vendor shall advise each person to whom disclosure is permitted that such information is the confidential and proprietary property of the Company and may not be disclosed to others or used for own purpose. This Section shall survive and continue after any expiration or termination of this Agreement and shall bind Vendor, its employees, agents, representatives, successors, heirs and assigns.
Notice of Disclosure In the event that the Vendor receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Vendor agrees, if legally permissible, to (a) promptly notify the Company of the existence, terms, and circumstances surrounding such request or requirement, (b) consult with the Company on the advisability of taking legally available steps to resist or narrow such request or requirement and (c) assist the Company in seeking a protective order or other appropriate remedies; provided, however, that the Vendor shall not be required to take any action in violation of applicable laws. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, the Vendor shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by the Vendor not permitted by this Agreement