Confidential Information.
As used herein, “Confidential Information” shall mean:
(a) information marked or designated by either party as confidential;
(b) information otherwise disclosed by either party in a manner consistent with its confidential nature.
(c) either party’s information that is conveyed to the other party, whether or not in written form and whether or not designated as confidential, that is known, or should reasonably be known, by the other party to be confidential. The parties acknowledge that, as a result of the provision of services pursuant to the Agreement, one party (“Disclosing Party”) may disclose Confidential Information to the other party (“Receiving Party”).
Confidential Information shall not be used or disclosed, except in accordance with applicable law or the terms of this Agreement. Receiving Party agrees to refrain from disclosing such Confidential Information to any third party, unless
(a) disclosure is necessary and permitted in connection with the Receiving Party’s performance of its obligations or exercise of its rights under this Agreement or any other agreement between the Parties,
(b) disclosure is required by applicable law; provided, however, that the Receiving Party shall promptly give the Disclosing Party advance notice thereof so as to afford the Disclosing Party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information, or
(c) any disclosure is made with the prior written consent of the Disclosing Party.