Confidential Information:
- It includes, but is not limited to, medical information, medical research information, personal data, copyrights, trademarks, trade dress, trade secrets, patents, customer and supplier lists, product designs and pricing information, processes, know-how, formulas, business plans, provider, employer and consumer information, third-party business relationships, acquisition plans, product licensing plans, finances and financial plans, budgets, production plans and protocols, systems architecture, technology, data, and methods.
- In the case of information provided in tangible form, by electronic media or by visual display, it is marked with, or accompanied by, the legend “Confidential” or some similar designation.
- In the case of information disclosed orally, the Disclosing Party shall share a written summary of the information it wishes the Receiving Party to treat as Confidential Information within a reasonable time not exceeding 30 days from the date of disclosure. All information disclosed orally which is identified as confidential when revealed shall be treated as Confidential Information pending timely delivery of the writing referred to in clause (ii) above.
- Information that, under the circumstances, appear to a reasonable person to be confidential or proprietary shall also be treated as Confidential Information even if the same has not been marked as “confidential” or “proprietary” by the Disclosing Party.
- Exceptions. Notwithstanding the foregoing, the following will not constitute “Confidential Information” for purposes of this Agreement:(i) information that was already in a Receiving Party’s possession prior to the Effective Date, and that was not obtained from a Disclosing Party;(ii) information that is obtained by a Receiving Party from a third party which it reasonably believes had the right to disclose the information to such Receiving Party; (iii) information that is or becomes generally available to the public other than as a result of a disclosure by a Receiving Party in violation of this Agreement; or (iv) information that a Receiving Party develops internally without reference to Confidential Information, provided that the Receiving Party can demonstrate the same.
- Obligations of Confidentiality. In consideration of each Party providing or allowing the other Party(ies) access to Confidential Information, each Party agrees that it:(i) will hold in confidence, treat as confidential and proprietary, and protect utilizing standards appropriate for the healthcare and information technology industries, all of the Confidential Information disclosed to it under this Agreement;(ii) will disclose Confidential Information only to its employees, agents, officers, representatives, directors, advisors (including, financial and legal advisors), contractors, subcontractors, and consultants of a party (“Representatives”) and such Representatives who have a legitimate need to know such information in connection with the Discussions, and who are bound by confidentiality standards as strict as set forth herein;(iii) will not, without the prior written consent of each Disclosing Party, disclose Confidential Information to any third party (other than to its Representatives as allowed by 2 (ii) above; and (iv) will not use Confidential Information other than as required in connection with the Discussions. As between themselves, the Parties shall be and remain solely and completely liable and responsible for any breaches of this Agreement and any unauthorized use or disclosure of the Confidential Information committed by any of their respective Representatives. The Receiving Party agrees and acknowledges that it shall be liable for any breach of the terms of confidentiality by any of its Representatives.
In the event that a Receiving Party is requested or required by applicable law or regulation or by legal process to disclose Confidential Information or any information regarding the Discussions, such Receiving Party will provide the Disclosing Party(ies) with prompt notice (to the extent legally permitted) of any such request or requirement so that the Disclosing Party(ies) may (i) seek an appropriate protective order or other remedy, or (ii) consult with the Receiving Party with respect to the taking of steps to resist or narrow the scope of such request or legal process, or (iii) waive compliance, in whole or in part, with the terms of this Agreement. If a Receiving Party is unable to provide such notice to the Disclosing Party(ies), such Receiving Party will use its reasonable best efforts to ensure that all Confidential Information and all information regarding the Discussions will be accorded confidential treatment. If no ability to provide such notice or obtain such confidential treatment is reasonably available to a Receiving Party, such Receiving Party shall disclose only such information as is minimally necessary to comply with the applicable request or requirement.
- . Upon termination or whenever requested by a Disclosing Party, the Receiving Party shall return to the applicable Disclosing Party or destroy, at such Disclosing Party’s sole discretion, all materials containing or referencing the Confidential Information, including, without limitation, all papers, records, computer disks or tapes (whether machine or user readable), documents, summaries, including all copies thereof. If a Disclosing Party requests that its Confidential Information be destroyed, an authorized representative of the Receiving Party shall certify such destruction in writing to such Disclosing Party.