Affiliate Partner shall not, directly or indirectly, use for his or her own benefit (other than to fulfill his or her obligations hereunder) or disclose to any third party any Confidential Information (as defined below) of Promoter without prior, written permission of Promoter in each instance. Confidential Information means all non-public information of Promoter, including, without limitation, these Terms and Conditions, sales figures, software passwords, Promoter list size, list contents, ideas, stories, activities, curriculum, event format, presentation materials, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, customer lists, customer information (e.g., personal information, financial information), personal information of executives, sponsorship strategies, relationships with other vendors, media delivery concepts and systems, including, but not limited to, web-based delivery systems, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flowcharts, and other similar information that is proprietary to and confidential information of Promoter.
This Agreement imposes no obligation of confidentiality on Affiliate Partner with regard to any portion of Promoter’s Confidential Information (a) that is generally available to the public at the time of disclosure; (b) that becomes generally available to the public after the Promotion without any breach of this Agreement by Affiliate Partner, or (c) that Affiliate Partner can demonstrate by written records he or she had independently developed without any access to or usage of the Confidential Information.
In the event Affiliate Partner becomes or may become legally compelled to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other process or otherwise), Affiliate Partner shall provide to Promoter prompt prior written notice of such requirement so that Promoter may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. In the event that such protective order or other remedy is not obtained, or that Promoter waives compliance with the provisions hereof, Affiliate Partner shall furnish only that portion of the Confidential Information which he or she is advised by counsel is legally required to be disclosed and shall use his or her best efforts to ensure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.
In general, Affiliate Partner may not disclose any financial, personal, or business information about Promoter or its executives (including Founder Event Planning Blueprint) without permission from Promoter. Such disclosure is grounds for legal action, equitable relief, and termination of this Agreement.