“Confidential Information” shall mean all information or data disclosed (whether in writing, orally or by any other means) to the Receiving Party by the Owner or by a third party on behalf of the Owner, and shall include but not be limited to (A) all information or material that has or could have commercial value or other utility in the business or prospective business of the Owner, including all information of which unauthorized disclosure could be detrimental to the interests of the Owner whether or not such information is identified as Confidential Information by the Owner (B) any information relating to the Owner’s business, operations, processes, plans, intentions, product information, know-how, design rights, trade secrets, software, market opportunities, customers and business affairs, but shall exclude any part of such disclosed information or data which:
(i) is or becomes common knowledge without breach of this Agreement by the Receiving Party;
(ii) the Receiving Party can show (a) was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the Owner and was not previously acquired by the Receiving Party from the Owner under an obligation of confidence, or (b) to have been developed by or for the Receiving Party at any time independently of any information disclosed to it by the Owner;
(iii) the Receiving Party obtains or has available from a source other than the Owner without breach by the Receiving Party or such source of any obligation of confidentiality or non-use towards the Owner; or
(iv) is disclosed by the Receiving Party (a) with the prior written approval of the Owner;
provided however that the forgoing exceptions shall not apply to information relating to any combination of features or any combination of items of information merely because information relating to one or more of the relevant individual feature or one or more of the relevant items falls within any one or more of such exceptions.
“Confidential Information” shall mean all information or data disclosed (whether in writing, orally or by any other means) to the Receiving Party by the Owner or by a third party on behalf of the Owner, and shall include but not be limited to (A) all information or material that has or could have commercial value or other utility in the business or prospective business of the Owner, including all information of which unauthorized disclosure could be detrimental to the interests of the Owner whether or not such information is identified as Confidential Information by the Owner (B) any information relating to the Owner’s business, operations, processes, plans, intentions, product information, know-how, design rights, trade secrets, software, market opportunities, customers and business affairs, but shall exclude any part of such disclosed information or data which:(i) is or becomes common knowledge without breach of this Agreement by the Receiving Party;(ii) the Receiving Party can show (a) was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the Owner and was not previously acquired by the Receiving Party from the Owner under an obligation of confidence, or (b) to have been developed by or for the Receiving Party at any time independently of any information disclosed to it by the Owner;(iii) the Receiving Party obtains or has available from a source other than the Owner without breach by the Receiving Party or such source of any obligation of confidentiality or non-use towards the Owner; or
(iv) is disclosed by the Receiving Party (a) with the prior written approval of the Owner;
provided however that the forgoing exceptions shall not apply to information relating to any combination of features or any combination of items of information merely because information relating to one or more of the relevant individual feature or one or more of the relevant items falls within any one or more of such exceptions.
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