Confidential and Proprietary Information
It is stipulated and agreed that during the term of this agreement, Dryers for Africa and the Requestor will be in a position to become acquainted with each other's confidential, privileged and proprietary information including, without limitation, existing and future product information, research and development programs, specifications for products, software designs, know-how, trade secrets and other intellectual property, formulae or materials regarded by such party as privileged, proprietary or confidential (each parties' respective confidential information is referred to herein as such party's "confidential information").
The Requestor agrees that the confidential information of Dryers for Africa, is an integral and key part of the assets and that the unauthorised use or disclosure of Dryers for Africa's confidential information would seriously damage the owner thereof in its business.
As a consequence of the above, both parties hereby agree that during the term of this agreement and thereafter they shall not, directly or indirectly, allow:
- The use of any of the other party's confidential information; or
- To divulge, disclose, furnish or make accessible, or cause any person to divulge, disclose or furnish, any aspects of the other party's confidential information to any person or entity (other than the other party), except as may be reasonably necessary to perform their respective obligations hereunder, as may be expressly authorised by the other party in writing or as requiredby law or under a court order; provided, information confidential shall have given the other party notice of the circumstances relating to such compelled disclosure and an opportunity to seek an appropriate protective order concerning it.
- Both parties shall each refrain from any action or conduct that might reasonably or foreseeably be expected to compromise the confidentiality or proprietary nature of the other party's confidential information.