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Defined. The term “Confidential Information” means the following information made available to the Recipient by the Discloser before and after the date of this Agreement: (i) information transmitted in written, oral, magnetic, electronic or any other medium; (ii) all copies and reproductions, in whole or in part, of such information; and (iii) all summaries, analyses, compilations, studies, notes, records and works of authorship which contain, reflect, or are generated or derived from such information. Confidential Information shall not include information that: (w) has become part of the public domain through no act or omission of the Recipient; (x) was lawfully disclosed to the Recipient without restriction on disclosure by a third party; (y) was developed independently by the Recipient; or (z) is or was lawfully and independently provided to the Recipient prior to disclosure hereunder, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information.
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Use. Each party hereby agrees that the Confidential Information of the Discloser shall be used solely for the purpose of the Transaction, and agrees to reveal Confidential Information only to its affiliates, subsidiaries, directors, officers, employees and agents (collectively “Affiliates”) on a “need to know” basis. Each party agrees that, at all times, a Recipient’s disclosure to its Affiliates shall be tailored to reveal only the minimum amount of information necessary to fulfill the Recipient’s duties or obligations hereunder.
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Advisors. Unless expressly authorized under this Agreement, a Recipient shall not disclose to any third party any of the Discloser’s Confidential Information without the Discloser’s prior written consent; provided, however, that the Recipient may disclose Confidential Information to its respective accountants, attorneys and other confidential advisors (collectively, “Advisors”) who need to know such information for the purpose of assisting the Recipient in connection with the Transaction. Recipient agrees to be responsible for any breach of this Agreement by its Affiliates and Advisors, and Recipient agrees that its Affiliates and Advisors will be advised by Recipient of the confidential nature of such information and shall agree to be bound by this Agreement.
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Transaction. Neither party nor its Affiliates or Advisors, without the prior written consent of the other party, will disclose to any person the fact that Confidential Information has been provided, that discussions or negotiations are taking place with respect to the Transaction, or the terms, conditions, or other facts of such Transaction, including the status thereof.
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Due Care. Recipient shall exercise the same degree of care with respect to the Confidential Information it receives from Discloser as Recipient normally takes to safeguard and preserve its own confidential and proprietary information, which in all cases shall be at least a commercially reasonable level of care.