Either party (a “Recipient”) undertakes to the other party (a “Disclosing Party”) to treat as confidential all information, whether commercial, financial, technical or otherwise, in any medium or format, which the Recipient receives from the Disclosing Party, either directly or from any other person, which concerns the business, operations, customers or suppliers of the Disclosing Party and which (a) is marked as confidential, (b) is identified in advance of disclosure by the Disclosing Party as being confidential, or (c) ought reasonably to be understood by the Recipient to be confidential (“Confidential Information”). The terms of these Terms shall constitute Confidential Information of each party.
13.2 This clause 13 shall not apply to any information which: (a) is in or subsequently enters the public domain other than as a result of a breach of this clause 13; (b) has been or is subsequently received by the Recipient from a third-party which is under no confidentiality obligation in respect of that information; (c) has been or is subsequently independently developed by the Recipient without use of the Disclosing Party’s Confidential Information; or (d) was previously known to the Recipient free of any obligation to keep it confidential.
13.3 The Recipient may disclose Confidential Information where the Recipient is required to do so by Applicable Law or by any competent regulatory authority. In these circumstances the Recipient shall give the Disclosing Party prompt advance written notice of the disclosure (where lawful and practical to do so) so that the Disclosing Party has sufficient opportunity (where possible) to prevent or control the manner of disclosure by appropriate legal means.
13.4 Neither party shall make nor authorise any public or private announcement nor communication concerning these Terms or refer to or use any business name or trademark of the other party in any promotional communications without the prior written consent of the other party, which shall not be unreasonably withheld or delayed.