1. Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” means any non-public information disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”), whether in written, electronic, oral, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information includes, without limitation: customer lists, business plans, pricing, financial information, and marketing strategies; software, product roadmaps, technical documentation, APIs, source code, and system architecture; personal data and customer data submitted through the Services; and any non-public information relating to either party’s operations, products, or services.
Confidential Information does not include information that the Receiving Party can demonstrate:
- (a) was publicly available at the time of disclosure or becomes publicly available through no wrongful act of the Receiving Party;
- (b) was already lawfully known by the Receiving Party without confidentiality obligations;
- (c) is lawfully obtained from a third party without restriction; or
- (d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.
2. Use and Protection of Confidential Information
The Receiving Party shall:
- use Confidential Information solely as necessary to perform obligations or exercise rights under this Agreement;
- protect Confidential Information using reasonable administrative, technical, and physical safeguards, and in no event less than the degree of care it uses to protect its own similar confidential information; and
- limit access to employees, contractors, advisors, and service providers who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those contained herein.
3. Customer Data
To the extent Customer provides data through the Services, Shape Software will treat such data as Confidential Information and will use it only to provide, support, secure, improve, and maintain the Services, comply with law, and enforce this Agreement, as further described in its Privacy Policy and applicable data processing terms.
4. Compelled Disclosure
The Receiving Party may disclose Confidential Information if required by law, regulation, subpoena, court order, or governmental request, provided that (where legally permitted) it gives prompt notice to the Disclosing Party and reasonably cooperates, at the Disclosing Party’s expense, in seeking confidential treatment or limiting the scope of disclosure.
5. Residual Knowledge
Nothing in this Agreement restricts the Receiving Party from using information retained in the unaided memory of its personnel, provided such personnel have not intentionally memorized the Confidential Information to evade obligations under this Agreement and no protected source code, trade secrets, or personal data are disclosed or used improperly.
6. Return or Deletion
Upon termination of the Agreement or written request, each party will use commercially reasonable efforts to return or delete the other party’s Confidential Information, except to the extent retention is required by law, for legitimate backup or archival systems, or for records reasonably necessary to enforce legal rights or comply with obligations.
7. Term of Obligations
These confidentiality obligations will continue during the term of the Agreement and for three (3) years thereafter; provided, however, that obligations relating to trade secrets and personal data will continue for so long as such information remains protected under applicable law.
8. Remedies
Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be insufficient. Accordingly, either party may seek appropriate equitable relief in addition to any other remedies available at law, subject to the limitations of liability set forth elsewhere in this Agreement.
9. No License or Ownership Transfer
Except as expressly stated in this Agreement, disclosure of Confidential Information does not grant any license, ownership right, or other interest in such information.