Privacy Policy

"Confidential Information" means any information, whether disclosed orally or in writing, by one party (the "Disclosing Party") to the other (the "Receiving Party"). This includes information disclosed by the Disclosing Party's parents, subsidiaries, or affiliates. Information will be considered Confidential if it is:

• Identified in writing: Clearly marked as confidential at the time of disclosure; or
• Identified orally: Summarized in writing and designated as confidential within [Number] days of its initial disclosure; or
• Reasonable to consider: Of a nature that a reasonable person would understand to be confidential or proprietary.

Without limiting the foregoing, the following information shall automatically be deemed Confidential Information under this Agreement, regardless of how it is marked or identified:

• The terms and conditions of this Agreement;
• Pricing, rates, and costs;
• Business plans, strategies, and forecasts;
• Traffic volumes and distribution data; and
• Facility and operations information.

The Receiving Party shall protect the Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.

All Confidential Information shall remain the sole property of the Disclosing Party. Upon the request of the Disclosing Party, or upon the termination of this Agreement, the Receiving Party shall promptly return or certify the destruction of all Confidential Information.

The obligations in this Section shall not apply to any information that the Receiving Party can demonstrate by competent proof:

• Is or becomes generally available to the public through no fault of the Receiving Party;
• Was rightfully in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party;
• Is rightfully disclosed to the Receiving Party by a third party without restriction and in compliance with applicable law; or
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information if required to do so by law, regulation, or court order. In such event, the Receiving Party shall:

• Provide the Disclosing Party with prompt written notice of the requirement (to the extent legally permissible);
• Cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy; and
• Limit the disclosure to the minimum information required to comply.

The duty to protect Confidential Information under this Agreement shall begin on the Effective Date and continue for a period of [Number] year(s) following the termination of this Agreement.