Sample Business Contracts
Mutual Confidentiality Agreement - InterTrust Technologies Corp. and Koninklijke Philips Electronics NV
CONFIDENTIALITY AGREEMENT (Mutual)
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DEFINITION OF CONFIDENTIAL INFORMATION. The parties acknowledge that the terms and conditions of this Confidentiality Agreement, the existence of the discussions between Company and InterTrust and other information disclosed, as set forth below, will be considered confidential (Confidential Information); provided that information disclosed by the disclosing party (Discloser) will be considered Confidential Information by the receiving party (Recipient), only if such information is conspicuously marked as Confidential if communicated in writing, or if communicated orally, identified as Confidential at time of disclosure. If the Discloser fails to mark or identify disclosed Confidential Information as Confidential, the Recipient shall be responsible for protecting such disclosures in accordance with this Agreement from the date of receipt of written notice by the Discloser identifying the disclosure as Confidential and requesting that such disclosure be treated as Confidential Information under this Agreement. Confidential Information shall not include information that (a) is at the time of disclosure, or subsequently becomes, generally available to the public through no fault or breach on the part of Recipient, as of the date such information becomes generally available; (b) Recipient can demonstrate to have had rightfully in its possession prior to disclosure to Recipient by Discloser; (c) is independently developed by Recipient without the use of any Confidential Information; or (d) Recipient rightfully obtains from a third party who has the right to transfer or disclose it. Confidential Information generally relates to each partys respective business, strategies, technologies, intellectual property, and related information. |
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NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION. |
a) Recipient agrees to use the same degree of care that it uses to protect its own confidential and proprietary information of similar importance (but no event less than reasonable care) to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. Company may disclose the Confidential Information only to its employees and any direct or indirect parent, majority-owned subsidiary or Affiliate, and their employees, agents and professional advisors, provided that such party agrees to be bound by this Agreement to the same extent as Company is bound and Company agrees to be responsible for any breach by these entities, agents and advisors. Affiliate shall mean any entity with more than 50% of its equity owned or controlled directly or indirectly by Koninklijke Philips Electronics N.V. The purpose of disclosure by the Discloser to the Recipient of the Confidential Information is to allow the Recipient to evaluate and comment upon certain Confidential Information so as to enable the Recipient to evaluate a potential business relationship or strategic transaction between Recipient and Discloser (the Purpose). Recipient agrees not to use Confidential Information otherwise for its own or any third partys benefit for any purpose whatsoever, other than the Purpose, without the prior written approval of an authorized representative of Discloser in each instance. Recipient may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided that Recipient will take reasonable steps to notify Discloser of