Subject to the terms of this Agreement, SFDC may disclose to Supplier Confidential Information (as defined below) related to the matters discussed at the Event.
1. Definition of Confidential Information.
1.1 "Confidential Information" means all proprietary or confidential information of SFDC, disclosed by SFDC to Supplier or learned by Supplier at the Event, including but not limited to, financial information, business plans, sales plans, marketing plans, products, services, product or service development plans, business forecasts, procurement requirements, customer information, pricing and any other proprietary or confidential technical, financial or commercial information, whether in written, oral or other tangible or intangible form.
1.2 Exclusions. Confidential Information does not include information that: (i) is at the time of disclosure, or later becomes, generally known to the public through no fault of Supplier; (ii) was known to Supplier prior to disclosure by SFDC, as proven by written records of Supplier; (iii) is disclosed to Supplier by a third party who did not directly or indirectly obtain such information from SFDC subject to any confidentiality obligation; or (iv) is at any time independently developed by Supplier, as proven by written records of Supplier.
2. Non-Use and Nondisclosure Obligations. Supplier shall not, in any way, use or disclose any Confidential Information of SFDC except as necessary in connection with the Event or with SFDC’s prior written consent. Supplier shall not disclose or otherwise make available any Confidential Information of SFDC to anyone except those of its employees, attorneys, agents and consultants who need to know the Confidential Information in connection with the Event and who have previously agreed to be bound by confidentiality obligations no less stringent than those in this Agreement. Supplier shall safeguard all Confidential Information of SFDC with at least the same degree of care (but no less than reasonable care) as Supplier uses to safeguard Supplier’s own Confidential Information. Supplier’s obligations under this Section with respect to any Confidential Information shall remain in effect for five (5) years from the date Supplier first received such Confidential Information hereunder.
3. Compelled Disclosure. If Supplier is compelled by law to disclose Confidential Information of SFDC, Supplier shall provide SFDC with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if SFDC wishes to contest the disclosure. Any such disclosure shall be limited to the extent required, and shall be subject to confidentiality protections to the extent reasonably practicable.
4. Ownership of Confidential Information and Other Materials. SFDC shall be the sole and exclusive owner of all of its Confidential Information and no license or other rights to the Confidential Information are granted or implied hereby. All tangible materials furnished to Supplier by SFDC shall remain the property of SFDC and shall be returned to SFDC promptly upon its reasonable request, together with any copies thereof.
5. Supplier Information. SFDC assumes no obligation, either express or implied, with respect to any information disclosed by Supplier.
6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
7. Term and Termination. The term of this Agreement shall commence on the Effective Date and continue until this Agreement is terminated as provided in this Section. Either party may terminate this Agreement upon five (5) days’ written notice of such termination to the other party. Upon any termination of this Agreement, Supplier shall return to SFDC or destroy (at the option of SFDC) all tangible materials embodying Confidential Information of SFDC that were furnished to Supplier pursuant to this Agreement. Supplier’s obligations under Section 2 shall survive any termination for the period described in that Section.
8. General Provisions.
8.1 Waiver and Cumulative Remedies. No failure or delay by SFDC in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
8.2 Severability. Should any provision of this Agreement be held by a court to be unenforceable, such provision shall be modified by the court and interpreted so as to best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.
8.3 Assignment. Supplier shall not assign or transfer, by operation of law or otherwise, any rights or obligations under this Agreement without the prior written consent of SFDC.
8.4 Governing Law. This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of California, without regard to its conflict of laws provisions.
8.5 Venue. The state and federal courts located in San Francisco, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Supplier hereby consents to the jurisdiction of such courts and waives any right Supplier may otherwise have to challenge the appropriateness of such forums.
8.6 Injunctive Relief. Supplier acknowledges that a breach of any of the provisions contained in this Agreement will result in irreparable and continuing harm to SFDC for which there will be no adequate remedy at law and that SFDC shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).
8.7 Entire Agreement and Construction. This Agreement constitutes the entire agreement between the parties as to its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this Agreement. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. This Agreement does not supersede or amend any existing agreement between the parties for the purchase or use of either party’s products or services.
