16.1. Definition. “Confidential Information” means non-public information of a competitive or commercially sensitive, proprietary, financial, trade secret nature, or information that involves or implicates privacy interests. Confidential Information includes any information labeled “Confidential” or “Proprietary”, business plans, strategies, forecasts, analyses, financial information, employee information, technology information, trade secrets, products, technical data, specifications, documentation, rules and procedures, methods, contracts, presentations, know-how, product plans, business methods, product functionality, data, customers, markets, competitive analysis, databases, formats, methodologies, applications, developments, inventions, processes, payment, delivery and inspection procedures, designs, drawings, algorithms, formulas or information relating to engineering, marketing, or finance and any other information that the Recipient should reasonably believe to be confidential given the circumstances.
16.2. Exclusions from Confidentiality. Confidential Information excludes information that: (i) is known by the Recipient prior to its receipt; (ii) is now or becomes publicly known by acts not attributable to the Recipient; (iii) is disclosed to Recipient by a third party who has the legal right to make such a disclosure; (iv) is disclosed by the Recipient with Discloser’s prior written consent; (v) is subsequently developed by the Recipient independently of any disclosures made hereunder and without use or access to any of the Discloser’s Confidential Information; or (vi) is required to be disclosed pursuant to governmental regulation or court order.
16.3. Confidentiality Obligations. Each party acknowledges that certain information it will receive from the other party may be Confidential Information of the other party. Any party receiving Confidential Information (“Recipient”) shall exercise the same degree of care and protection with respect to the Confidential Information of the party disclosing Confidential Information (“Discloser”) that it exercises with respect to its own Confidential Information, but in no event less than a reasonable standard of care. Recipient and its personnel may only use Discloser’s Confidential Information to the extent necessary to fulfill its obligations under the applicable Contract. The Recipient shall not, directly or indirectly, disclose, copy, distribute, republish or allow any third party to have access to any Confidential Information of the Discloser. The Recipient may only disclose Confidential Information to its personnel, if such personnel have a need to know the Confidential Information in order for the Recipient to perform its obligations under the applicable Contract, and such personnel have agreed in writing to comply with the confidentiality obligations contained in these Terms.
16.4. Injunctive Relief. Each party acknowledges that any violation of its obligations relating to Confidential Information would result in damages to the other party that are largely intangible but nonetheless real, and that cannot be remedied by an award of damages. Accordingly, any such violation will give the other party the immediate right to a court-ordered injunction or other appropriate order to enforce those obligations. A party’s right to injunctive relief is in addition to any other rights and remedies available to such party at law and in equity. The party against whom any such injunction is entered shall pay to the other party all reasonable expenses, including attorney fees, incurred in obtaining such enforcement.
