Effective January 1, 2017
All information and material that may be disclosed by one party to the other in the course of this Agreement that is of value to its owner and is treated as confidential is considered confidential and proprietary and will not be used by the receiving party other than for the purposes under this Agreement for which it was disclosed. “Confidential Information” includes but is not limited to software computer programs, object code, source code, marketing plans, business plans, customers, financial information, specifications, business processes, flow charts, and other data. The receiving party will protect such Confidential Information from disclosure to third parties and hold it as confidential using the same degree of care as that party uses to protect its own confidential or proprietary material of like importance, but at least reasonable care. The receiving Party shall use such Confidential Information only for the purposes of this Agreement and shall not copy, disclose, convey, or transfer any of the Confidential Information or any part thereof to any third party, excluding the Party’s authorized employees and agents. Each Party will implement adequate procedures with its employees or other persons permitted or who have access to this Confidential Information to satisfy their obligations under this Agreement. These obligations will continue for a period of five (5) years following receipt of the material and will survive any termination of this Agreement, but it will not cover any information which is disclosed to a third party by the disclosing party without restrictions on disclosure, any information that has been or is developed independently by the receiving party without violation of obligations of confidentiality, any information that falls into the public domain without fault of the receiving party, any information that is rightly obtained by the receiving party from a third party without restriction, or any information that is rightly in the possession of the receiving party at the time of disclosure by the disclosing party.