1. The Parties acknowledge that they may gain access to Confidential Information of the other Party prior or subsequent to entering into this Agreement.
2. In connection with this Agreement, the Reseller may have had access to or received or may have access to or receive information that is technical, financial, marketing, staffing and business plans and information, strategic information, proposals, requests for proposals, specifications, drawings, prices, costs, procedures, proposed products, processes, business systems, software programs, techniques, services and a variety of other information and Materials (the “Confidential Information”); it being understood that Confidential Information also includes the fact that such information has been provided and any information that should reasonably have been understood by Reseller, because of legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary or confidential to RABBITRUN, or its Affiliates and their officers, directors, employees, shareholders, RESELLERs, agents, successors and assigns. The Reseller agrees that as between Reseller and RABBITRUN, all such Confidential Information is, and shall be considered, confidential and proprietary to RABBITRUN.
3. The identity and status of the Parties respective employees, as well as the knowledge possessed by such employees, are Confidential and proprietary information. Each Party agrees not to solicit or otherwise interfere with the employer relationship between the other Party and its employees during the term of the Agreement, and for a period of one (1) year following its termination. Breach of this provision shall be considered cause for termination of this agreement. In addition, the Parties agree that it would be difficult or impossible to calculate injury from any breach of this provision, and that money damages would therefore be an inadequate remedy for any such breach. Accordingly, the Parties agree that in addition to all other remedies that may be available, the aggrieved Party may seek an injunction or other appropriate orders to restrain any such breach.
4. Each Party agrees that it shall:
(a) protect and preserve the confidential and proprietary nature of all Confidential Information;
(b) not disclose, give, sell or otherwise transfer or make available, directly or indirectly, any Confidential Information to any third party for any purpose, except as expressly permitted in writing by the other Party;
(c) not use, or make any records or copies of, the Confidential Information, except as specifically needed in order to perform its obligations under the Agreement;
(d) limit the dissemination of the Confidential Information to such entities and individuals whose duties justify the need to know the Confidential Information, and then only provided that such entities and individuals are obligated to comply with all terms of this Confidentiality Policy;
(e) return all Confidential Information and any copies thereof (in whatever form) (i) as soon as it is no longer needed or (ii) immediately upon the counter-party’s request, and certify in writing that this has been done;
(f) notify the other Party immediately of any actual, potential, threatened or attempted access to, loss, misplacement or unauthorized use or disclosure of Confidential Information, in whatever form;
5. The Parties agree to comply with all laws, orders, and regulations including all privacy confidentiality, notification and consumer protections laws. The Parties shall ensure and be responsible for the compliance with the terms of the Confidentiality Policy by any person or entity who obtains Confidential Information from them.
6. The obligations set forth herein shall not apply to information that can be shown by written documentation: (1) becomes generally available to the public other than as a result of a disclosure, (2) was available on a non-confidential basis prior to its disclosure, (3) is disclosed on a non-confidential basis from a source other than the counterparty or its agents, provided, however, that such source is not bound by a confidentiality obligation; or (4) was independently developed without reference to or reliance upon the Confidential Information.
7. In the event that the either Party is required, by subpoena, court order, or other similar process, to disclose Confidential Information, that Party shall provide the other Party with prompt written notice and documentation thereof, in order that a protective order or other appropriate remedy may be sought. The Parties shall cooperate in any such effort.