All information, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to a Party, any of its affiliates or to any of its/their affairs or other business matters, which has been disclosed or may be disclosed to the other Party (the “Receiving Party”), or which the Receiving Party has or may otherwise become aware of in connection with the preparation, negotiation, entry into or performance of the Licensing Agreement, shall during the term of the Licensing Agreement and for a period of five (5) years after its termination or expiry for whatever reason be kept strictly confidential by the Receiving Party and not be used by it for any other purpose than the performance or enforcement of the Licensing Agreement nor be disclosed by it to any third party without the prior written consent of the other Party.
The restrictions in this section shall not apply to information (a-f):
(a) to the extent reasonably necessary to be used or disclosed by the Receiving Party in order for it to secure its interests against the other Party in connection with a dispute, controversy or claim arising out of or in connection with the Licensing Agreement or to otherwise enforce its rights under the Licensing Agreement;
(b) that was at the time of its disclosure or which becomes thereafter generally available to the public otherwise than as a consequence of a breach by the Licensing Agreement;
(c) that was obtained by the Receiving Party in good faith without restriction from a third party;
(d) it is independently developed by the Receiving Party through its own verifiable activities without the use of disclosing party’s Confidential Information;
(e) it is rightfully obtained from a third party having no obligations of confidentiality to the disclosing party, or
(f) that the Receiving Party is required to disclose by law or any governmental or other regulatory authority or by any applicable contract or regulations of any applicable stock exchange or other market place.
The Party using or disclosing any information or documentations with reference to any of these exceptions bears the burden of proof to establish that the relevant exception applies.
For the purpose of providing support services to the Licensee, as well as for development, education, gathering of statistics or marketing of the Licensed Program or other services, Licensee permits InfraSight Labs and/or it’s affiliates, for as long as the Licensed Program is installed on the designated server, to control, alter and update the Licensed Program remotely, as well as collect and use data generated therefrom.
Without prejudice to the foregoing, this section shall not apply regarding InfraSight Labs right of referring to the Licensee as a customer to InfraSight Labs in public.