In the course of our business relationship, you may give to Glines & Rhodes, Inc. (“we”) certain information you consider confidential, such as your proprietary, confidential or trade secret information relating to your products, services, technology, methodologies, specifications, manufacturing or operating methods, know-how, business or marketing plans, or business relationships (“Your Confidential Information”).
- Not disclose Your Confidential Information except to other parties that you have approved in advance, and only to the extent necessary to achieve the purposes contemplated by our business relationship;
- Not use Your Confidential Information except to further the purposes of our business relationship;
- Use a commercially reasonable degree of care under the circumstances to safeguard Your Confidential Information; and
- Make copies of Your Confidential Information only as needed.
We will fulfill these obligations for two years after you send us Your Confidential Information. We ask that you stamp or mark Your Confidential Information as “Confidential Information” or otherwise clearly indicate it is confidential or proprietary. You must confirm in writing to us within 30 days of disclosure that information disclosed orally, visually or in any other non-documentary form to us is Your Confidential Information. Upon your request, we will return or destroy Your Confidential Information.
Your Confidential Information does not include information that:
- Was publicly known when disclosed;
- Becomes public after disclosure, through no fault of ours;
- We already possessed when you disclosed it to us and it was not acquired from you;
- Was developed by us independently after disclosure without the benefit of Your Confidential Information; or
- We received after disclosure from a third party who did not require it to be held in confidence and who did not acquire it from you.
We will promptly notify you of any improper disclosure of Your Confidential Information of which we become aware, and will assist and cooperate with you in minimizing the consequences of any improper disclosure. If we are required by order of any court of competent jurisdiction, by any governmental agency, or by any applicable law, rule or regulation to disclose Your Confidential Information, we will notify you of the required disclosure prior to disclosure and as soon as possible after learning of the required disclosure, to allow you a reasonable opportunity to protect Your Confidential Information by protective order or other means