Confidential Information means all valuable information in whatever form and which by its nature is confidential, intellectual property, documentation, trade secrets, commercial knowledge, and other material of whatever description, belonging to RF or its members, and which is disclosed to the Recipient, provided always that the following shall constitute an exception to such information:
- Information which is already in the public domain;
- Information which hereafter becomes part of the public domain otherwise than as a result of an unauthorized disclosure by the Recipient or its representatives;
- Information which is or becomes available to the Recipient from a third party lawfully in possession thereof and who has the lawful power to disclose such information to the Recipient; and
- Information which is rightfully known by the Recipient (as shown by its written record) prior to the date of disclosure to it; and
In this Agreement, unless the context requires otherwise:
- A reference to this Agreement or any other instrument includes any variation or replacement of any of them;
- The word ‘person’ includes a firm, partnership, body corporate, unincorporated association, or authority;
- Reference to a ‘person’ includes the executors, administrators, successors, substitutes (including persons taking by ovation), and assigns of the person;
- A covenant, representation, or warranty in favor of two or more persons is for the benefit of them jointly and severally; and
- A covenant, representation, or warranty on the part of two or more persons binds them jointly and severally.
The Recipient shall:
- Use the Confidential Information only for the Purpose;
- Keep the Confidential Information confidential and not disclose it or allow it to be disclosed to any third party except:
- with the written consent of RF; and
- to the Recipient’s officers, employees and consultants solely to the extent that each has a need to know and who are aware that the Confidential Information shall be kept confidential and is to be used solely for the Purpose; and
- take or cause to be taken all reasonable precautions necessary to maintain the secrecy and confidentiality of the Confidential Information
The recipient may disclose the Confidential Information:
- For any purposes or to any person with the prior written consent of RF. (RF may, at its sole discretion, refuse its consent or grant it subject to any conditions as it sees fit); or
- Required to be disclosed by law, provided that Recipient must first give RF as much advanced notice as possible to provide RF opportunity to seek a protective order or other relief from disclosure and must provide RF with all reasonable assistance for such purposes.
Intellectual Property Ownership
Title and all rights to intellectual property in Confidential Information disclosed by or accessed from RF remain vested in RF or its client as the case may be. Ownership of intellectual property rights arising from misuse of the Confidential Information by the Recipient shall, subject to any subsequent written agreement between the Parties to the contrary, vest exclusively in RF or its client as the case may be.
Unauthorized use or disclosure
The recipient is liable for any unauthorized use or disclosure of any Confidential Information or any other breach of this Agreement.
The recipient is liable for and must indemnify and compensate RF and its client for any loss, cost, or expense incurred by RF or its client (including as a result of any claims, actions or proceedings by a third party and any investigations by a government body) in connection with any use or disclosure (other than the Purpose) of any Confidential Information or any other breach of this document by Recipient whether accidental or not.
Amendments and variations
No amendment or variation of this document is valid or binding on a party unless made in writing and executed by each party to it.