In order for EDF and the Host Organization to collaborate effectively, either party may disclose (the “Discloser”) certain confidential information to the fellow and to the other party (the “Recipient”) subject to the terms and conditions of this Application. Confidential information means and includes any and all documents, information and materials provided or made available (directly or indirectly), whether visually or orally, by the Discloser to the Recipient including the Recipient’s employees, agents, contractors, subcontractors or any affiliate(s), or to the fellow, under or in connection with this Application including, but not limited to, all technical and non-technical information, customer information, or plans, financials, business strategies, research and development, software and hardware, designs, proprietary formulae and algorithms (“Confidential Information”). Irrespective of any separate agreement entered into between the Fellow and the Host Organization, any Confidential Information generated by or on behalf of the Fellow for the Host Organization will be made available to EDF.
The restrictions in this Application will not apply to
Confidential Information to the extent it (i) was in the public domain at the
time of disclosure; (ii) became publicly available after disclosure to
Recipient without breach of this Application; (iii) was lawfully received by
Recipient from a third party without such restrictions; (iv) was known to
Recipient, its employees or agents without such restrictions prior to its
receipt from the Discloser; (v) was generally made available to third parties
by the Discloser without such restriction; or (vi) is required to be disclosed
by Recipient pursuant to judicial order or other compulsion of law, provided
that Recipient will provide to the Discloser prompt notice of such order and
comply with any protective order imposed on such disclosure.