It is understood and agreed to that a SeedUp Client (henceforth called as Discloser) may provide certain information that is and must be kept confidential. The Confidential Information to be disclosed includes Invention notes, information relating to ideas and inventions, patentable ideas, patent searches, trade secrets, drawings and/or illustrations, existing products and services, future products and services, R&D notes, production, costs, profit and margin information, finances and financial projections, customers, clients, current or future business plans and models, regardless of whether such information is designated as "Confidential Information" at the time of its disclosure. To ensure the protection of such information, and to preserve any confidentiality necessary under patent and/or trade secret laws, it is agreed that:
SeedUp shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members, employees and/or independent contractors (collectively referred to as "affiliates") on only need to know basis. SeedUp and affiliates will not disclose the confidential information obtained from the Discloser unless required to do so by law.
This Agreement imposes no obligation upon SeedUp with respect to any Confidential Information (i) that was in SeedUp possession before receipt from SeedUp Client; (ii) is or becomes a matter of public knowledge through no fault of SeedUp; (iii) is rightfully received by SeedUp from a third party not owing a duty of confidentiality to the SeedUp Client; (iv) is disclosed without a duty of confidentiality to a third party by, or with the authorization of SeedUp; (v) is public knowledge or the information is available in public domain; or (vi) is independently derived by SeedUp.
This Agreement states the entire agreement between SeedUp and Discloser concerning the disclosure of Confidential Information. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.