Clause · USI-CONF-001
Confidentiality (US-India, SEBI Carve-Out)
Confidentiality
STARTER+
medium riskUS-IN
Clause body
Each party may disclose confidential and proprietary information to the other in connection with this Statement of Work ("Confidential Information"). The receiving party shall (a) use Confidential Information solely to perform its obligations under this Statement of Work, (b) protect such information with at least the same degree of care it uses for its own confidential information and in no event less than reasonable care, and (c) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to employees and contractors bound by written confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that is publicly known through no fault of the receiving party, independently developed without use of Confidential Information, or lawfully received from a third party without restriction. Notwithstanding the foregoing, either party may disclose Confidential Information to the extent required by applicable law, stock exchange rules, regulatory authority, or order of a court of competent jurisdiction, including, for Indian-listed entities, disclosure obligations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provided the disclosing party gives prompt written notice to the other party and reasonably cooperates in any effort to obtain a protective order or other relief. These obligations survive termination of this Statement of Work for a period of three (3) years, or indefinitely for trade secrets.
Sources
Indian Contract Act, 1872; SEBI (LODR) Regulations, 2015; Uniform Trade Secrets Act (US)
Last verified: Pending review.
Library version: 1.0.0