©Adroit Lawyers 2012
______________________________________________________________________________________ ______________________________________________________________________________________D. The parties agree that the Discussions will require the exchange of confidential information and that it isimportant that the information exchanged as part of the Discussions must remain confidential.
") means, regardless of the form of disclosure or the medium used to store it, allconfidential information of the relevant party making the disclosure
, or informationtreated by the Disclosing Party
as confidential (whether marked ‘confidential’) that
the Recipient becomesaware of before or after the date of this Deed, either:1.1
through disclosure by the Disclosing Party to the Recipient; or1.2
otherwise through the Recipient
’s involvement with
the Disclosing Party, and includes withoutlimitation:a)
financial information and other trade secrets and confidential know-how of the Disclosing Party;b)
information regarding the Disclosing Party
all information based on the Disclosing Party
’s information that is generated by
the Recipient inconnection with or in relation to the Discussions and the Sole Purpose; andd)
the terms of the Discussions.
Confidential Information does not include information:a)
the Recipient creates (whether alone or jointly with any person) independently of the ConfidentialInformation of the Disclosing Party (if the Recipient has evidence in writing that the informationfalls within this exception); orb)
that is public knowledge or becomes public knowledge (other than as a result of a breach of confidentiality by the Recipient or any person to whom the Recipient has disclosed theinformation).
The Recipient must:3.1
only use the Confidential Information of the other party for the Sole Purpose;