By this Agreement, the Owner has requested the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient.
I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner.
A. "Confidential Information" includes without limitation:
- all business records and plans and any and all other proprietary information.
B. "Confidential Information" does not include:
- matters of public knowledge that result from disclosure by the Owner;
- information rightly received by the Recipient from a third party without a duty of
- information disclosed by operation of law;
- information disclosed by the Recipient with the prior written consent of the Owner;
and any other information that both parties agree in writing is not confidential .
II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:
A. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner.