“Confidential Information” means all information, whether disclosed orally or contained or embodied in documents, software, reports, data, records, forms or otherwise, disclosed or made available by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement that Receiving Party knows, or should know, to be confidential, including but not limited to client lists, sales figures, business information, strategy and knowhow, proprietary information, plans, procedures, methods and inventions. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is already known to the Receiving Party on a non-confidential basis at the time of disclosure by the Disclosing Party; (ii) is or becomes publicly known through no wrongful act or omission of the Receiving Party; (iii) is independently developed by the Receiving Party without the use of or reference to the Confidential Information; or (iv) is received by the Receiving Party from a third party without restriction and without a breach of an obligation of confidentiality.
The Receiving Party agrees not to use the Confidential Information for its own benefit, for the benefit of any third party, or for any other purpose except in the fulfillment of its obligations and exercise of the rights granted it pursuant to this Agreement. The Receiving Party will not alter, modify, disassemble, reverse engineer or decompile any of the Confidential Information, unless expressly permitted to do so in writing by the Disclosing Party.
The Receiving Party shall not disclose or make available to any third party any Confidential Information of the Disclosing Party without the Disclosing Party’s express, prior written consent.
Receiving Party will immediately inform the Disclosing Party in writing of any suspected, threatened, or actual unauthorized disclosure of, access to, or use of, Confidential Information.
Upon expiration or termination of this Agreement, the Receiving Party will immediately, at the Disclosing Party's option, deliver to the Disclosing Party or destroy all of the Confidential Information and copies thereof. Any Confidential Information retained after the expiration or termination of this Agreement, with or without authorization, shall remain subject to the terms and conditions of this Agreement in perpetuity, notwithstanding the expiration or termination of this Agreement.
Client agrees that if the provisions of this Agreement are not performed in accordance with its specific terms or are otherwise breached, immediate and irreparable harm or injury may be caused to the Company, for which money damages would not be an adequate remedy, and that the Company would be entitled to all remedies, including those under law and equity.