Article 1 Definitions
1.1 “Confidential Information” as used herein means (a) the existence or contents of this Agreement (including any of the terms herein), and (b) any technical, business, economic and/or other information disclosed (whether before, on or after the date of this Agreement) by the Disclosing Party to the Receiving Party (whether written or oral, in any form or medium) for or in relation to the Business Activity.
1.2 However, Confidential Information does not include information that:
(a) is already known to the Parties before it is disclosed by the Disclosing Party;
(b) is already known to the public before it is disclosed by the Disclosing Party or become known to the public through no fault of the Receiving Party;
(c) becomes known to the Parties by a third party who had lawfully obtained the Confidential Information and is not under any obligation to keep the same confidential;
(d) is expressly approved by the Disclosing Party in writing to be disclosed;
(e) is independently developed by the Receiving Party without the benefit of the information disclosed by the Disclosing Party; or
(f) is the subject of a government or judicial subpoena or other order, or is required by law or by any governmental or regulatory authority to be disclosed, provided that the Receiving Party promptly informs the Disclosing Party of the situation and allows the Disclosing Party to control any efforts to comply with or challenge the subpoena/order/request (as the case may be).
For avoidance of doubt, the Disclosing Party has no obligation to disclose the Confidential Information to the Receiving Party.
1.3 “Affiliate” as used herein means any person that directly or indirectly Controls or is controlled by, or is under common Control with, another person.
1.4 “Control” as used herein means the power, directly or indirectly, to exercise a controlling influence over the management or policies of a person or activities of an individual (either alone or pursuant to an arrangement or understanding with one or more other persons), whether through the ownership of voting securities, through one or more intermediary persons, by contract or otherwise.