agreement shall be regulated by their respective licensing board which has jurisdiction
to investigate complaints made by any third (3
rd
) parties.
XXV. Confidentiality. For the purposes of this Agreement, “Confidential Information”
shall mean any information or material that is proprietary to a party or designated as
confidential by such party (“Disclosing Party”) and received by another party (“Receiving
Party”) as a result of this Agreement. Confidential Information may be considered any
information that is conceived, originated, discovered or developed in whole or in part by
the Subcontractor in accordance with providing their Services. Confidential Information
does not include (1) information that is or becomes publicly known without restriction
and without breach of this Agreement or that is employed by the trade at or after the
time the Receiving Party first learns of such information; (2) generic information or
knowledge which the Receiving Party would have learned in the course of similar
employment or work elsewhere in the trade; (3) information the Receiving Party lawfully
receives from a third (3
rd
) party without restriction of disclosure and without breach of a
nondisclosure obligation; (4) information the Receiving Party rightfully knew prior to
receiving such information from the Disclosing Party to the extent such knowledge was
not subject to restrictions of further disclosure; or (5) information the Receiving Party
develops independent of any information originating from the Disclosing Party.
A.) Prime Confidential Information. The following shall constitute Confidential
Information of the Contractor and should not be disclosed to third (3
rd
) parties:
the deliverables, discoveries, ideas, concepts, software [in various stages of
development], designs, drawings, specifications, techniques, models, data,
source code, source files, object code, documentation, diagrams, flow charts,
research, development, processes, procedures, “know-how”, marketing
techniques and materials, marketing and development plans, customer
names and other information related to customers, price lists, pricing policies
and financial information, this Agreement and the existence of this
Agreement, the relationship between the Contractor and Subcontractor, and
any details of the Service under this Agreement. Subcontractor agrees not to
use or reference the Contractor and/or their names, likenesses, or logos
(“Identity”). Subcontractor will not use or reference Contractor or their Identity,
directly or indirectly, in conjunction with any other third (3
rd
) parties.
B.) Non-Disclosure. The parties hereby agree that during the term hereof, and
at all times thereafter, and except as specifically permitted herein or in a
separate writing signed by the Disclosing Party, the Receiving Party shall not
use, commercialize or disclose Confidential Information to any person or
entity. Upon termination, or at any time upon the request of the Disclosing
Party, the Receiving Party shall return to the Disclosing Party all Confidential
Information, including all notes, data, reference materials, sketches, drawings,
memorandums, documentation and records which in any way incorporate
Confidential Information.
C.) Right to Disclose. With respect to any information, knowledge, or data
disclosed to the Contractor by the Subcontractor, the Subcontractor warrants
that the Subcontractor has full and unrestricted right to disclose the same