In the course of, or pursuant to discussions concerning, a possible translation service, Nirvana-Boya has disclosed, and may further disclose to TEPers, in writing or orally, Confidential Information (as defined below) that Nirvana-Boya desires Recipient to treat as Confidential and Confidential information. The Recipient may not use or disclose any of the Confidential Information for any purpose other than providing due services to Nirvana-Boya and related clients.
(2) Confidential Information
A. Definition. “Confidential Information” shall mean any information about the business, products and/or services of Nirvana-Boya, its clients, suppliers and other business partners, including but not limited to research, customers, markets, inventions, designs, drawings, hardware configuration information, financial documents, business plans not generally available to the public, as well as information regarding pricing or profit margins, whether or not designated as “Confidential ” at the time of disclosure.
B. Exceptions. “Confidential Information” shall not, however, include any information(i) which was publicly known or made generally available without a duty of Confidentiality prior to the time of disclosure to Recipient by Nirvana-Boya; (ii) which becomes publicly known or made generally available without a duty of Confidentiality after disclosure to Recipient by Nirvana-Boya through no action or inaction of Recipient; or (iii) which is in the rightful possession of Recipient without Confidentiality obligations at the time of disclosure by Nirvana-Boya to Recipient as shown by Recipient’s then-contemporaneous written files and records kept in the ordinary course of business.
C. Compelled Disclosure. If Recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a Confidentiality agreement, Recipient will provide Nirvana-Boya prompt written notice of such disclosure and will assist Nirvana-Boya in seeking a protective order or another appropriate remedy. If Nirvana-Boya waives Recipient’s compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed shall maintain its Confidentiality protection for all purposes other than such legally compelled disclosure.