For purposes of these Broker ToS, “Confidential Information” shall mean all commercial, marketing, technical, operational, financial, staff, management, and other non-public information, data, and know-how regarding Ventra7 or any of its affiliates, and any documents, notes, memoranda or other information prepared by or on behalf of Ventra7 or any of its affiliates, whether in writing or in any other tangible form, which may be supplied to or otherwise come into Broker’s possession, which is or would reasonably be considered confidential in nature, or is deemed confidential by Ventra7 or any of its affiliates. Confidential Information shall not include information which, (i) is known to the general public through no act or omission of Broker, (ii) is within the legitimate possession of Broker without obligation of confidentiality prior to disclosure, (iii) is lawfully received by Broker from a third party having rights therein without notice of any confidentiality obligations or restrictions against its further disclosure, provided that Broker identifies such third party upon Ventra7’s request, (iv) is independently developed by Broker, or (v) is disclosed by Broker with Ventra7’s prior written consent. Confidential Information specifically includes all information related to an Introduced Entity’s or Referred Entity’s agreement(s) with Ventra7, including but not limited to, the actual or proposed pricing and other terms thereof.
Broker shall use the Confidential Information (defined below) only in connection with these Broker ToS, unless otherwise authorized, instructed or agreed in writing by Ventra7. Broker shall use best efforts to disclose Confidential Information only to Broker’s representatives, employees, agents, or Clients who need to know such information in connection with these Broker ToS, and Broker shall inform each such representative, employee, agent, or Client of these confidentiality obligations and ensure that such parties abide by the confidentiality obligations set forth herein. Broker shall be solely responsible for any breach of these confidentiality obligations by any of its representatives, employees, agents, or Clients. Broker shall treat all Confidential Information as strictly confidential, and will not, either directly or indirectly, use, communicate, or otherwise disseminate any Confidential Information to any person or entity for any purpose not permitted hereunder. Broker shall not produce or reproduce parts or components, in any form, incorporating Confidential Information, whether for itself or for a third party, for purposes or uses other than those permitted hereunder or as otherwise expressly permitted by Ventra7 in writing.
In addition to the confidentiality obligations set forth above, you may also be required to sign a non-disclosure agreement as a condition to Ventra7’s disclosure of certain Confidential Information to you.