Confidential Information; Plugram Confidential Information. As used herein, the term
Confidential Information means any and all data and information, regardless of the form or media, (1) relating to the business of the disclosing party of which the receiving party becomes aware as a consequence of, or through, the performance of its obligations under this Agreement, which has value to the disclosing party and is not generally known by its competitors, or (2) that the disclosing party has received from a third party under an obligation of confidentiality, in each case which is reasonably identified as confidential at the time of disclosure or which, under the circumstances surrounding disclosure, ought to be reasonably considered as confidential, including, without limitation, technical information, drawings, engineering data, performance specifications, cost and price information (except as provided otherwise in this Section), and other information, data and reports, and the terms and conditions of this Agreement. Notwithstanding the foregoing, Confidential Information does not include any data or information which (i) is already known to the receiving party prior to disclosure by the disclosing party; (ii) has become generally known to the public through no wrongful act of the receiving party; (iii) has been rightfully received by the receiving party from a third party without restriction on disclosure and without, to the knowledge of the receiving party, a breach of an obligation of confidentiality running directly or indirectly to the other party; or (iv) is independently developed by the receiving party without use, directly or indirectly, of the Confidential Information received from the disclosing party.
Without limiting the foregoing, the parties acknowledge and agree that
Plugram Confidential Information shall include Confidential Information related to Plugram, including, but not limited to, the Services, the Apps, documentation related to the Services and the Apps, all pricing and other financial information relating to the Plugram Services established by Plugram and provided to User, the fees charged to User, databases, implementation methods, techniques, algorithms, rules, and methodology and technical specifications and orientation of the Plugram Services and any system.
For the avoidance of doubt, Plugram shall have no responsibility for the confidentially obligations of, or the maintenance of confidentiality of any information by, any Card Network or any other third party to whom Plugram may transmit information at the direction of User.
It will not be a breach of this Section 11 if a party discloses Confidential Information required to be disclosed pursuant to court order or by law or regulation; provided, however, that in the event disclosure is required by law, regulation or court order, the receiving party will: (x) notify the disclosing party of the obligation to make such disclosure promptly and sufficiently in advance of the time required to disclose to allow the disclosing party the opportunity to seek a protective order, (y) cooperate with the disclosing party in seeking the protective order, and (z) make disclosure only to the extent required to comply with the law, regulation or court order.