IN RESPECT OF ANY INVENTION OR DISCOVERY
ARISING FROM THIS AGREEMENT.
11.3
CONFIDENTIAL INFORMATION.
IN CARRYING OUT THE
DEVELOPMENT PROGRAM BOTH PARTIES ARE LIKELY TO NEED TO DISCLOSE TO THE OTHER
INFORMATION OF A BUSINESS OR TECHNICAL NATURE, WHICH IS PROPRIETARY AND
CONFIDENTIAL TO THE PARTY DISCLOSING IT ("CONFIDENTIAL INFORMATION").
FOR
PURPOSES OF THIS AGREEMENT, CONFIDENTIAL INFORMATION SHALL INCLUDE ANY
PROPRIETARY
14
INFORMATION, TECHNICAL DATA, TRADE SECRETS OR KNOW-HOW, INCLUDING, BUT NOT
LIMITED TO, RESEARCH, PRODUCT PLANS, PRODUCTS, SERVICES, CUSTOMERS, CUSTOMER
LISTS, MARKETS, SOFTWARE, DEVELOPMENTS, INVENTIONS, PROCESSES, FORMULAS,
TECHNOLOGY, DESIGNS, DRAWINGS, ENGINEERING, HARDWARE CONFIGURATION INFORMATION,
MARKETING, FINANCES OR OTHER BUSINESS INFORMATION DISCLOSED BY A PARTY TO THE
OTHER PARTY EITHER DIRECTLY OR INDIRECTLY IN WRITING, ORALLY OR BY DRAWINGS OR
INSPECTION OF PARTS OR EQUIPMENT.
11.4
FORM OF DISCLOSURE.
A PARTY (A "DISCLOSING PARTY")
MAY DISCLOSE CONFIDENTIAL INFORMATION TO THE OTHER PARTY (THE "RECEIVING PARTY")
IN WRITTEN OR TANGIBLE FORM, ORALLY, OR BY OTHER MEDIA.
THE METHOD BY WHICH THE
DISCLOSING PARTY CHOOSES TO DISCLOSE INFORMATION TO THE RECEIVING PARTY WILL
NOT, HOWEVER, AFFECT WHETHER SUCH INFORMATION IS OR IS NOT CONFIDENTIAL
INFORMATION.
A DISCLOSING PARTY WILL USE REASONABLE EFFORTS TO NOTIFY THE
RECEIVING PARTY WHICH OF THE INFORMATION THE DISCLOSING PARTY DISCLOSES UNDER
THIS AGREEMENT CONSTITUTES CONFIDENTIAL INFORMATION.
SUCH EFFORTS WILL INCLUDE
PLACING CONFIDENTIALITY LEGENDS AND OTHER WRITTEN NOTICES ON THE CONFIDENTIAL
INFORMATION AND SUCH OTHER MEANS OF NOTIFICATION AS WILL PROVIDE THE RECEIVING
PARTY WITH FAIR AND SEASONABLE NOTICE OF THE CONFIDENTIAL NATURE OF SUCH
CONFIDENTIAL INFORMATION.
11.5
OBLIGATIONS.
EACH PARTY AS A RECEIVING PARTY
ACKNOWLEDGES THAT THE OTHER PARTY'S CONFIDENTIAL INFORMATION IS THE PROPERTY OF
THE DISCLOSING PARTY AND IS TREATED BY THE DISCLOSING PARTY AS CONFIDENTIAL
BUSINESS INFORMATION.
A RECEIVING PARTY SHALL:
11.5.1
USE SUCH CONFIDENTIAL INFORMATION ONLY FOR THE PURPOSES
CONTEMPLATED BY THIS AGREEMENT,
11.5.2
TREAT SUCH CONFIDENTIAL INFORMATION AS CONFIDENTIAL AND
PROTECT THE SAME IN THE SAME MANNER AND WITH THE SAME DEGREE OF CARE THE
RECEIVING PARTY PROTECTS ITS OWN TRADE SECRETS AND OTHER CONFIDENTIAL BUSINESS
INFORMATION, AND
11.5.3
NOT DISCLOSE ANY OF THE CONFIDENTIAL INFORMATION TO ANY
OTHER PERSON OR ENTITY WITHOUT THE DISCLOSING PARTY'S WRITTEN PERMISSION, EXCEPT
ONLY TO THOSE OF ITS EMPLOYEES WHO NEED ACCESS TO THE CONFIDENTIAL INFORMATION
IN ORDER FOR THE RECEIVING PARTY TO ACCOMPLISH THE PURPOSE OF THIS AGREEMENT.
11.5.4
EXCEPT WITH RESPECT TO ANY CONFIDENTIAL INFORMATION TO WHICH
A PARTY HAS ONGOING RIGHTS, AT THE END OF THE TERM, IMMEDIATELY STOP USING
CONFIDENTIAL INFORMATION AND, IF THE DISCLOSING PARTY SO REQUESTS IN WRITING,
PROMPTLY RETURN TO THE DISCLOSING PARTY OR DESTROY ALL RECORDS (WHETHER IN
WRITTEN FORM OR OTHER MEDIA) CONTAINING CONFIDENTIAL INFORMATION.
(A RECEIVING
PARTY MAY, HOWEVER, RETAIN RECORDS THAT DEMONSTRATE THE RECEIVING PARTY'S FULL
COMPLIANCE WITH THIS AGREEMENT IF SUCH RETAINED RECORDS ARE USED ONLY FOR THAT
PURPOSE.)
11.6
EXCEPTIONS.
NOTWITHSTANDING THE FOREGOING,
CONFIDENTIAL INFORMATION WILL NOT INCLUDE ANY INFORMATION THAT:
11.6.1
WAS ALREADY KNOWN BY THE RECEIVING PARTY WHEN THE DISCLOSING
PARTY DISCLOSED IT TO THE RECEIVING PARTY,
11.6.2
IS PUBLICLY KNOWN