During the term of this agreement, either party may share future plans, business dealings, and other proprietary and confidential information. Neither SupportingLines nor Company will at any time, either directly or indirectly, use any such information received from the other party for their own benefit and are bound by the terms below regarding Confidential Information.
For clarity “Confidential Information” means any information disclosed by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or its Representatives (as defined below) that would be regarded as confidential or proprietary by a reasonable person, including information relating to the business, facilities, location, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, training material, methods, intellectual property, product information, know-how, designs, trade secrets or software of a Party.
Confidential Information will not include information that: (a) is or becomes publicly available through no fault of Receiving Party; (b) is already in Receiving Party’s lawful possession prior to Disclosing Party’s disclosure; (c) is received by Receiving Party from a third party without any restriction and without breach of any confidentiality obligation; or (d) is developed independently without assistance of Disclosing Party and without the use of any information disclosed by Disclosing Party.
Receiving Party will keep the Confidential Information confidential and will use or permit the use of the Confidential Information solely within the terms of this agreement. Receiving Party may only disclose Confidential Information: (a) to those of its officers, directors, employees, contractors, partners, lenders, agents, consultants, legal and financial advisors or other representatives (“Representatives”) who need to know such Confidential Information for purposes connected with this agreement, provided that Receiving Party: (i) informs its Representatives of the confidential nature of the Confidential Information before disclosure; (ii) ensures that such Representatives are bound by obligations of confidentiality and restricted use no less onerous than those provided for in this agreement; and (iii) Receiving Party is at all times responsible for its Representatives’ compliance with the obligations set out in this Agreement, or (b) if legally compelled or required by regulatory authorities having appropriate jurisdiction, provided that Receiving Party provides Disclosing Party with prior written notice of such obligation and the opportunity to oppose such order or requirement.
Research data and benchmarking
Company authorizes SupportingLines and its affiliates to use Company information disclosed through surveys, assessments, or provided by Company to SupportingLines or its affiliates for assessment validation, research and benchmarking purposes and product development including creating or updating Benchmarks.
SupportingLines will only use, aggregate and present the research data or benchmarks in an anonymous form and not include (directly or by inference) any information identifying Company or any identifiable individual as the source of such data.
SupportingLines and its affiliates are bound by ethical guidelines and data protection laws in the use of all data. Access to any research data will be restricted to only those individuals directly involved in research supporting or related to SupportingLines programs, products and/or services.