Confidential Information, as used herein, means any and all data or know-how, in any form, which has value to the client, its customers, suppliers, or other third parties, is not generally known by competitors, and which is regarded as confidential. Confidential Information may be in written, electronic, or verbal form.
Confidential Information may include, but is not limited to, work in process, systems, plans for future projects or products, marketing plans and strategies, pricing policies, price lists, cost and profit information, customer lists, supplier identities, ideas, schematics, software programs, financial statements, business plans, or any other information relating to Phoenix DFS's research, development, accounting, financing, marketing, merchandising, or selling. Confidential Information includes the confidential information of a third party wherever the context of this Agreement so requires or indicates.
Phoenix DFS, LLC agrees to hold the Confidential Information in trust and in strictest confidence. Phoenix DFS, LLC will not use the Confidential Information for any purpose other than such uses which are reasonable and necessary in providing the service to the client .
Phoenix DFS, LLC further agrees not to disclose any Confidential Information to any person, partnership, corporation, or other entity.
Phoenix DFS, LLC further agrees to protect the confidentiality of, avoid disclosure of, and protect against the unauthorized use of Confidential Information. Such protective measures shall include, but not necessarily be limited to:
1. Restricting access to Confidential Information;
2. Safeguarding the Confidential Information by physical segregation of the same and safeguarding the Confidential Information so segregated;
3. Placing appropriate proprietary information precautions on Confidential Information; and
4. Advising the client immediately, in writing, of any misappropriation, misuse, unauthorized use, or disclosure by any person of Confidential Information.
Phoenix DFS, LLC will not reproduce or duplicate any Confidential Information or Materials without the written consent of the client, and then only as is reasonably necessary within the scope of this Agreement. Upon written request by the client, or upon the termination of this Agreement, Phoenix DFS, LLC will immediately return to the client all Confidential Information and Materials, including any copies and reproductions of such items Phoenix DFS, LLC has made, and will make no further use of any kind of Confidential Information or Materials.
Phoenix DFS, LLC may, at its sole discretion, assign or delegate any of the work identified herein to any Phoenix DFS, LLC employee or to a subcontractor. Said assignment or delegation does not relieve Phoenix DFS, LLC of its responsibility for the timely completion of the work as specified.
The rights and benefits under this Agreement shall inure to the successors of Phoenix DFS, LLC, or any subsidiary, thereof by way of merger, consolidation or transfer of substantially all the assets or Phoenix DFS, LLC, or any successors.
The failure of either party or any successor to require the performance of any terms or obligation herein by the other party shall not prevent enforcement of such terms or obligation in future instances. Furthermore, the waiver by either party or any successor of any breach of this agreement by the other party shall not be deemed a waiver of any subsequent breach.