Template:OneNDA 1

1. What is Confidential Information?

Confidential Information means information that is disclosed:

1. by a party to this Agreement (the Discloser) or on the Discloser’s behalf by its authorised representatives or its Affiliates,
2. to the other party to this Agreement (the Receiver), and
3. in connection with the Purpose.

Confidential Information does not include information that is:

1. in the public domain not by breach of this Agreement,
2. known by the Receiver at the time of disclosure,
3. lawfully obtained by the Receiver from a third party other than through a breach of confidence,
4. independently developed by the Receiver, or
5. expressly indicated by the Discloser as not confidential.

Affiliates means any entity that directly or indirectly controls, is controlled by, is under common control with or is otherwise in the same group of entities as a party to this Agreement. 1(b) Confidential Information does not include information that is:

(i) in the public domain not by breach of this Agreement,

(ii) known by the Receiver at the time of disclosure,

(iii) lawfully obtained by the Receiver from a third party other than through a breach of confidence,

(iv) independently developed by the Receiver, or

(v) expressly indicated by the Discloser as not confidential.

1(c) Affiliates means any entity that directly or indirectly controls, is controlled by, is under common control with or is otherwise in the same group of entities as a party to this Agreement.