3.1 Pursuant to and in the course of Your participation in the Usability Program, Eldapt Instructure may disclose or make accessible to You certain Confidential Information. “Confidential Information” means any financial, pricing, marketing, product, technical or other business information, data, know-how, and/or trade secrets (which includes any Eldapt Instructure software & product documentation) disclosed or provided by Eldapt Instructure to You in any form in connection with the Usability Program. Confidential Information also includes, but is not limited to;
a) information relating to Eldapt Instructure product roadmaps, strategies, and plans and any unreleased products, functionality, features, or services;
b) the development, marketing, technical specifications, performance information or analysis, or distribution of any Eldapt Instructure products (whether released or unreleased), technologies, or services;
c) links, passwords, license keys, authorization codes or other login credentials relating to the Usability Program;
d) the Eldapt Instructure Materials and existence, contents, and nature of the Usability Program and this Agreement; and
e) Feedback.
3.2 Confidential Information does not include information that You can demonstrate
a) is or becomes publicly available without breach of this Agreement;
b) was lawfully known to You prior to its disclosure without any obligation to keep it confidential;
c) was received by You from another source who can lawfully disclose it and without any obligation to keep it confidential; or
d) is or was independently developed by You without the use of Confidential Information or other breach of this Agreement.
3.3 For a period of five (5) years following termination of this Agreement, You shall not, without the prior, written consent of Eldapt Instructure ,
a) use Confidential Information for any purposes other than the Usability Program;
b) disclose Confidential Information to any third party;
c) make any copies of or create any derivative works based upon Confidential Information; or
d) reverse engineer, decompile, decode or disassemble or otherwise attempt to derive, reconstruct, or discover the source code, programs or any of Confidential Information.
3.4 The foregoing obligations will survive the termination of Your participation in the Usability Program and this Agreement for any reason. Notwithstanding anything to the contrary herein, Your obligations with respect to the protection of trade secrets, including Eldapt Instructure software/ development source code and any non-public software features, will survive for as long as such information remains a trade secret under applicable law.
3.5 You may disclose Confidential Information solely to the extent necessary to comply with a court order or other government demand that has the force of law; provided, however, that You will give Eldapt Instructure prior written notice sufficient to permit Eldapt Instructure to seek a protective order or other appropriate relief to limit disclosure and You will provide Eldapt Instructure reasonable assistance (at Eldapt Instructure ’s expense) in connection with such action.
