- Confidential Information. VETTA LLC proposes to disclose certain of its confidential and proprietary information to Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by VETTA LLC.
- Recipient’s Obligation. Recipient agrees that the Confidential Information is to be considered confidential and proprietary to VETTA LLC and Recipient shall hold the same in confidence shall not disclose it only to its officers, directors or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from VETTA LLC to any other party whatsoever except with the specific prior written authorization of VETTA LLC. Confidential Information furnished intangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of VETTA LLC, Recipient shall return all Confidential information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information within five (5) days of such request.
- The obligations of Recipient herein shall be effective from the date VETTA LLC last discloses any confidential information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, not by the rejection of any agreement between VETTA LLC and Recipient by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law.
- Other Information. Recipient shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by Recipient; is rightfully received by Recipient without obligations of confidentiality; or is developed by Recipient without breach of this Agreement; provided, however, such Confidential Information shall not be disclosed until thirty (30) days after written notice of intent to disclose is given to VETTA LLC along with the assented ground for disclosure.
- No License. Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts. Confidential Information may pertain to prospective or unannounced Recipient agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product.
- No Publicity. Recipient agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with VETTA LLC unless otherwise, permissible by VETTA LLC in written form.