And Confidentiality

Confidential Information.  Confidential information means proprietary information that is disclosed by one party to the other party under these Terms and Conditions including, without limitation, business and product plans, customer information, marketing materials, employee names and other business information.  Confidential information shall not include information which: (i) is or becomes public knowledge without an action by or involvement of, the party receiving the confidential information, (ii) is independently developed by the receiving party without use of the other party’s confidential information, (iii) is already known at the time of disclosure (iv) is disclosed to the receiving party by a third party who is entitled to disclose it without restriction.
Protection of Confidential Information.  Each party agrees not to transfer or otherwise disclose the confidential information of the other party to any third party.  Each party shall (i) give access to such confidential information solely to those employees with a need to have access thereto for purposes of these Terms and Conditions, and (ii) take the same security precautions to protect against disclosure or unauthorized use of such confidential information that the party takes with its own confidential information, but in no event, shall a party apply less than a reasonable standard of care to prevent such disclosure or unauthorized use.  Nothing in these Terms and Conditions shall prevent either party from disclosing the confidential information of the other party pursuant to any judicial or governmental order, provided that the party gives the other party reasonable prior notice of such disclosure to allow it to contest such order.