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5. Confidentiality

  1. "Confidential Information" means the Work Product and any Design Firm proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed by Design Firm either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.
  2. Contractor and its employees and consultants shall hold all Confidential Information in the strictest confidence and shall not, during or subsequent to the term of this Agreement, use Design Firm's Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of Design Firm. Confidential Information does not include information that (i) is known to Contractor at the time of disclosure to Contractor by Design Firm as evidenced by written records of Contractor, (ii) has become publicly known and made generally available through no wrongful act of Contractor, or (iii) has been rightfully received by Contractor from a third party who is authorized to make such disclosure. Without Design Firm's prior written approval, Contractor shall not directly or indirectly disclose to anyone the terms and conditions of this Agreement. Contractor may disclose that it is "working with" Design Firm, but shall not otherwise characterize the nature or scope of the Services.
  3. Contractor agrees that it will not, during the term of this Agreement, improperly use or disclose any trade secrets of any former or current employer or other person or entity with which Contractor has an agreement or duty to keep in confidence information acquired by Contractor in confidence, if any, and that Contractor shall not bring onto the premises of Design Firm any unpublished document or proprietary information belonging to such employer, person, or entity unless consented to in writing by such employer, person, or entity.
  4. Contractor recognizes that Design Firm has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on Design Firm's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Contractor agrees that Contractor owes Design Firm and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm, or corporation or to use it except as necessary in carrying out the Services for Design Firm consistent with Design Firm's agreement with such third party.
  5. Upon the termination of this Agreement, or upon Design Firm's earlier request, Contractor shall deliver to Design Firm all of Design Firm's property and Confidential Information in tangible form that Contractor may have in Contractor's possession or control.
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