"Confidential Information" includes all information disclosed by the Company to the Contractor, whether verbally or in writing, such as:● The Agreement and its terms, including their existence and conditions.● Information about the Company’s business, finances, clients, personnel, strategies, and plans.● Information developed, received, created, or modified by the Contractor while performing services under the Agreement.● Any information explicitly marked as confidential by the Company.
The Contractor agrees to maintain strict confidentiality and not disclose any Confidential Information to third parties without the prior written consent of the Company.
Exceptions to the obligations above include information that:● Is already publicly known through no fault of the Contractor.● Must be disclosed under law or a valid court order, provided that the Contractor promptly informs the Company and takes reasonable efforts to secure confidential treatment.
The Contractor may disclose Confidential Information to its employees, agents, or contractors who need to know such information for performing services under this Agreement, provided they are bound by confidentiality obligations at least as stringent as those herein. The Contractor remains fully responsible for any breach of confidentiality by its employees, agents, or contractors.
Upon termination of the Agreement or at the Company’s request, the Contractor shall promptly return all Confidential Information in its possession to the Company. The Contractor shall implement and maintain commercially reasonable security measures to protect Confidential Information from unauthorized access, use, or destruction.