1. Definitions

    1. “Confidential Information” includes any and all information, including but not limited to all oral, written, graphical, and electronic information disclosed to the Party receiving the information. If Confidential Information is disclosed in written, recorded, graphical, electronic, or otherwise in a tangible form, it may be labeled as “proprietary” or “confidential” or with a similar legend denoting confidentiality, or it may otherwise be verbally designated as such.

    2. “Company” includes description of company, affiliates, and subsidiaries.

    3. “Party” or “Parties” refers to Company, Contractor A and Contractor B, individually and collectively.

  1. The Parties agree not to use or disclose Confidential Information except for the purpose of the Matter. The Parties agree only to disclose the Confidential Information received from each other to the Parties’ respective employees whose duties justify their need to know such Confidential Information. The Party disclosing Confidential Information shall ensure compliance by its employees with the terms and conditions of this Agreement.

  2. Confidential Information is not information that

    1. Now is or becomes generally known to the public without fault of the Party or Parties receiving the information; or

    2. Is proven by written documentation to have been in the receiving Party’s possession prior to its receipt from the disclosing Party; or

    3. Is received from an independent third party who is not under obligation of confidentiality.

  1. To the extent the Party receiving Confidential Information is required by an order of a court of competent jurisdiction to reveal such information, the Party will promptly notify the Party that provided the Confidential Information in order to allow the Party to take necessary action including a protective order, as appropriate, and will cooperate with the disclosing Party in protecting the confidentiality of the Confidential Information in a lawful manner.

  2. Disclosure of Confidential Information by any Party under this Agreement does not grant the receiving party any right or license to use the Confidential Information unless explicitly set forth



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