Each party expressly undertakes to protect and preserve all confidential and proprietary information of the other party that is either designated as being confidential or, based on the circumstances surrounding disclosure, should in good faith be treated as confidential or proprietary (the “Confidential Information”).
Neither party shall use the other party’s Confidential Information except as expressly authorized in this Agreement. Both parties shall refrain from directly or indirectly disclosing the other party’s Confidential Information to any third party. Each party shall use the same degree of care and discretion as such party uses to protect its own proprietary and confidential information, but in any case no less than a reasonable degree of care.
In the event of any unauthorized access to a party’s Confidential Information (including any non-public personal information covered by E), the receiving party shall promptly, within three (3) days of discovery, notify the disclosing party, and shall take such actions as reasonably deemed appropriate by the disclosing party with respect to such unauthorized access and to prevent further disclosure. Supplier agrees to comply with all applicable statutory or regulatory privacy laws.
The foregoing obligations do not apply to information that was (a) known to the recipient prior to its receipt from the other party hereto; (b) is or becomes public knowledge through no action of the recipient; (c) is rightfully received by the recipient from a third party without a duty of confidentiality; (d) was independently developed by the recipient without reference to or use of the other party’s Confidential Information; or (e) is or subsequently enters the public domain through no fault of the recipient.