commonform.org / rxnda / confidential-information / 1e
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Contents

  1. Categories of Confidential Information
  2. Exclusions from Confidential Information
    1. Public Information
    2. Otherwise Acquired Information
    3. Independently Developed Information

Categories of Confidential Information

Subject to Exclusions from Confidential Information, Confidential Information means the following kinds of information:

information disclosed by Disclosing Party during the term of this agreement that is related to the business of Disclosing Party;

the fact that the parties are pursuing the Purpose;

the terms of this agreement;

the fact that the parties have entered into this agreement; and

other information derived from these kinds of information.

Exclusions from Confidential Information

Public Information

Information that is now public is not Confidential Information. Confidential Information that becomes public, other than as a result of breach of this agreement, ceases to be Confidential Information.

Otherwise Acquired Information

Information that Receiving Party receives other than from Disclosing Party is not Confidential Information, unless the disclosure breached a confidentiality obligation to Disclosing Party that Disclosing Party made known to Receiving Party.

Independently Developed Information

Information Receiving Party develops independently is not, or ceases to be, Confidential Information of Disclosing Party. Receiving Party shall bear the burden of proving independent development using contemporaneous documentary evidence.