1. By entering this demonstration, you agree to our terms of Confidentiality and Non-Disclosure.
2. "Confidential Information" means any information, data or know-how of CC Media Live disclosed to your company, either directly or indirectly, in writing, orally or by access to the disclosing party's premises and / or personnel. Confidential Information includes, without limitation, any and all technical and non-technical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how processes, apparatus, equipment, algorithms, software programs, software sources documents, and formulae related to the current, future and proposed products and services of either party. "Confidential Information" includes, without limitation, respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which
(i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party;
(ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party;
(iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure;
(iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality;
(v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession; or
(vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining a protective order, confidential treatment or other appropriate remedy to protect the information from public disclosure.
3. Non-use and Non-disclosure. The party entering this site agrees not to use any Confidential Information for what they learn from the demonstration for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties. The party agrees not to disclose any Confidential Information of the other party to third parties or to such party's employees, except to those employees of the receiving party who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. Each party will advise the other party in writing of any misappropriation or misuse of the Confidential Information of which the notifying party becomes aware and use reasonable efforts to assist the other in remedying any such unauthorized disclosure and use of the Confidential Information. The party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder.
© 2008 CC Media Live Inc.