1. Confidential Information.
What is included. “Confidential Information” is non-public information, know-how, and trade secrets, in whatever medium and however compiled, pertaining to Cellular Sales that:
Consists of financial information of any kind including without limitation financial statements, pro-formas, and tax returns;
Consists of information concerning discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research techniques, customer and supplier lists, marketing, sales, or other financial or business information, scripts, and all derivatives, improvements, and enhancements to any of the above;
Consists of information related to a Verizon and/or Cellular Sales customer or prospective customer (each, a “Customer”) including, without limitation, name, address, e-mail address, telephone number, social security number, birthdate, credit card information, Verizon account number, Verizon account details, purchase history, device information, passcodes, PINs, and passwords, credit and financial information, customer interactions, and any other information used to identify a Customer or which is reasonably considered to be private;
Is designated as “confidential”;
Constitutes a trade secret under applicable law (a “Trade Secret”);
A reasonable person knows or reasonably should understand to be confidential;
If disclosed, would result in economic or reputational harm;
Has or could have commercial value or other utility in the business in which Cellular Sales is engaged.
What is not included. The following types of information, however marked, are not Confidential Information. Information that:
Is, or becomes, publicly available without a breach of this Agreement;
Was lawfully known to Vendor without an obligation to keep it confidential;
Is received by Vendor from another source who can disclose it lawfully and without an obligation to keep it confidential; or
Is independently developed by Vendor.
2. Treatment of Confidential Information. Subject to the other terms of this Agreement, Vendor agrees:
It will not disclose Confidential Information to any third parties; and
It will use Confidential Information only as necessary to perform and deliver the Services (the “Purpose”).
3. Security Precautions. Vendor agrees:
To take reasonable steps to protect Confidential Information which must be at least as protective as those it takes to protect its own Confidential Information;
To notify Cellular Sales promptly upon discovery of any unauthorized use or disclosure of Confidential Information, and in such event, to cooperate with Cellular Sales to help regain control of, and prevent further unauthorized use or disclosure of, the disclosed Confidential Information.
4. Sharing Confidential Information with Service Providers. Vendor may disclose Confidential Information to other Service Providers on an as needed basis for the accomplishment of the Purpose subject to Vendor:
Taking such actions as are necessary, such as requiring the Service Provider to execute a Non-Disclosure containing terms consistent with this Agreement, to ensure that the Service Provider is required to protect the Confidential Information on terms consistent with this Agreement; and
Accepting responsibility for each Service Provider’s use and protection of Confidential Information such that Vendor will be liable hereunder for any misuse or disclosure of Confidential Information by Service Provider.
5. Ownership and Accuracy. All rights, title, and interest in and to all Confidential Information shall remain with Cellular Sales. Cellular Sales makes no representation or warranty as to the accuracy of any Confidential Information.
6. Return or Destruction. Upon request from Cellular Sales, Vendor shall either return all Confidential Information in its possession to Cellular Sales, or alternatively, destroy (if electronic, by permanent deletion) all Confidential Information and certify to Cellular Sales by signed statement from an officer of Vendor that the Confidential Information has been destroyed.
7. Disclosing Confidential Information if Required to by Law. Vendor may disclose Confidential Information if required to comply with a court order or other government demand that has the force of law. To the extent practicable, before doing so, Vendor must give Cellular Sales adequate prior notice to provide a reasonable chance to seek a protective order.
8. Length of Confidential Information Obligations. This obligations hereunder shall continue for a period of 3 years following the termination of this Agreement, or such longer period as may be required by applicable law. The foregoing notwithstanding, obligations with regard to Trade Secrets shall continue until such time as the Confidential Information no longer constitutes a Trade Secret under applicable law.
9. General Rights and Obligations.
Money damages insufficient. Each party acknowledges that money damages may not be sufficient compensation for a breach of this Agreement. Vendor agrees that Cellular Sales may seek court orders to stop Confidential Information from becoming public in breach of this Agreement.
Transfers of this Agreement. If Vendor transfers this Agreement, it will not disclose Confidential Information to the transferee without Cellular Sales’ consent.
Survival. The obligations of Vendor set forth in this Addendum will survive any termination of this Agreement.