ASGL will not, without Customer’s written consent, use, or permit anyone else to use, or copy, or disclose, or make available any Customer’s Confidential Information to anyone other than ASGL’s employees, consultants, contractors and agents with a genuine ‘need to know’ for any purpose other than as legitimately required to fulfill ASGL’s obligations to Customer.
“Customer’s Confidential Information” means information owned or licensed or otherwise lawfully possessed by Customer which is generally known only to Customer’s employees, consultants and agents, or the disclosure of which would be detrimental to Customer. “Customer’s Confidential Information” includes information with regard to Customer’s: (i) internal personnel, financial, marketing and other business information; (ii) manner and method of conducting business; (iii) strategic, operations and other business plans and forecasts; (iv) employees, customers, vendors and other contractors.
Customer’s Confidential Information does not include any information: (i) made available by Customer to third parties or to Customer by third parties without restrictions on its use or disclosure, (ii) lawfully in the public domain or disclosed by third parties without breach of any confidentiality obligation, (iii) independently developed by ASGL, or (iv) that ASGL is required to disclose by operation of law, including a court order.
ASGL will take reasonable measures to protect Customer’s Confidential Information, including (i) advising Customer of any unauthorized copying, disclosure or use of any Customer’s Confidential Information of which ASGL becomes aware, (ii) exercising substantially the same security measures with Customer’s Confidential Information as it normally exercises with its own confidential information, and (iii) ensuring that its employees, consultants and other agents who are permitted access to the Customer’s Confidential Information understand ASGL’s confidentiality and non-disclosure obligations.