1. Confidential Information.
- “Confidential Information” means any non-public information disclosed to You (“Receiving Party”) during the Course by the Company (“Disclosing Party”), either directly or indirectly, in writing, orally or visually, as a consequence of these Terms. Receiving Party may disclose the Confidential Information to its representatives on a need-to-know basis, solely for the purposes of the Courts in accordance with these Terms (the “Purpose”). Receiving Party shall cause its representatives that have been disclosed the Confidential Information to observe the terms set out in this section (“Confidentiality Provisions”) and shall be responsible for any breach of these Confidentiality Provisions by its representatives.
- Confidential Information shall not include information that:
- is or subsequently becomes publicly available without breach of any obligation owed to Disclosing Party;
- became known to Receiving Party without confidentiality restrictions, prior to Disclosing Party’s disclosure of such information to Receiving Party pursuant to these Terms, as shown by Receiving Party’s records;
- became known to Receiving Party from a source other than Disclosing Party other than by the breach of a confidentiality agreement or a contractual, legal or fiduciary obligation; or
- is independently developed by Receiving Party without any use of or reference to the Confidential Information. Burden of proving that information is not Confidential Information rests with Receiving Party.
- Receiving Party shall:
- not disclose, reproduce, summarize and/or distribute the Confidential Information, except as otherwise permitted in these Confidentiality Provisions;
- use the Confidential Information solely for the Purpose; and
- make the same effort to safeguard the Confidential Information as it would for its own Confidential Information, but in no case less than reasonable care.
- Upon termination of these Terms or at Disclosing Party’s request, Receiving Party shall return all Confidential Information, or at Receiving Party’s option, certify destruction of same within 10 Business Days of the request.
- The disclosure restrictions contained in this section do not apply to disclosure that is required (i) by law or
any order of any competent court or other authority; or (ii) pursuant to the rules of any relevant stock
exchange; unless Receiving Party is permitted or required by law, order or such rule to refrain from making such
disclosure for confidentiality or other reasons. Prior to making such disclosure, Receiving Party shall, to the
extent not prohibited by such law, order or rule:
- give Disclosing Party prompt notice of the requirement and the proposed content of any disclosure;
- at Disclosing Party’s request and expense, co-operate with Disclosing Party in limiting the extent of the disclosure and in obtaining an appropriate protective order or pursuing such legal action, remedy or assurance as Disclosing Party deems necessary to preserve the confidentiality of the Confidential Information; and
- if a protective order or other remedy is not obtained or Disclosing Party fails to waive compliance with these Confidentiality Provisions, disclose only that portion of the Confidential Information that Receiving Party is, on the advice of counsel, required to disclose and exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment is given to the Confidential Information disclosed.
3. All Confidential Information shall at all times remain the personal property of Disclosing Party. Nothing in these Confidentiality Provisions or in the disclosure of any Confidential Information confers any interest in the Confidential Information to Receiving Party or its representatives.
4. Receiving Party agrees not to plead sufficiency of damages as a defence in any such proceeding. The rights and remedies provided herein are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or equity. All such rights and remedies may be exercised from time to time, and as often and in such order as Disclosing Party deems expedient. Receiving party shall immediately notify Disclosing Party of any breach of these Confidentiality Provisions.