Confidential Information shall mean all data and information submitted to or obtained by you or the Company, as the case may be, in connection with the Company’s products and services including, technology, operations, facilities, products, capacities, systems, procedures, security practices, research, development, business affairs, ideas, concepts, innovations, inventions, designs, business methodologies, improvements, trade secrets, copyrightable and patented subject matter and other proprietary information.
All Confidential Information shall be held in confidence by you or the Company, as the case may be, to the same extent and in at least the same manner as each protects its own confidential or proprietary information. Neither you nor the Company, as the case may be, shall disclose, publish, release, transfer or otherwise make available Confidential Information of the other in any form to, or for the use or benefit of, any person or entity without the other’s consent. Each of you and the Company shall, however, be permitted to disclose relevant aspects of the other’s Confidential Information to its officers, agents, subcontractors and employees to the extent such disclosure is reasonably necessary from time to time; provided, however, that you or the Company, as the case may be, shall take all reasonable measures to ensure that Confidential Information of the other is not disclosed or duplicated by such officers, agents, subcontractors and employees. The foregoing obligations shall not restrict any disclosure pursuant to any applicable law, or by order of any court or government agency (provided that the disclosing party shall give prompt notice to the non-disclosing party of such order) and shall not apply with respect to information which (i) is developed by the other party without violating the disclosing party’s proprietary rights; (ii) is or becomes publicly known (other than through unauthorized disclosure); (iii) is disclosed by the owner of such information to a third party free of any obligation of confidentiality; (iv) is already known by such party without an obligation of confidentiality; or (v) is rightfully received by a party free of any obligation of confidentiality.
You acknowledge that the services and products to be provided by the Company involve granting you access to proprietary technology, trading and other systems, and that techniques, algorithms and processes contained in such systems constitute trade secrets and shall be safeguarded by you and that you shall exercise reasonable care to protect the Company’s interest in such proprietary information and trade secrets. |