These terms and conditions (the "Terms") set out the basis on which valuable confidential information of Amazon EU Sàrl and its Affiliates (as defined below) (each individually and collectively, "Amazon") is disclosed to a person engaged in or considering a business relationship with Amazon (the "Supplier").
1.1 For the purposes of these Terms, with respect to Amazon, "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with Amazon.
As used in these Terms, "Confidential Information" means all non-public information which relates to the operations or business of Amazon whether disclosed to the Supplier by Amazon or by third parties and which is designated as confidential or which, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes without limitation:
(i) non-public information relating to Amazon's technology, customers, business plans, promotional and marketing activities, finances and other business affairs;
(ii) third-party information that Amazon is under an obligation to keep confidential; and
(iii) the nature, content and existence of any agreement, discussions or negotiations between Amazon and Supplier.
Confidential Information may be contained in tangible materials, such as drawings, data, specifications, reports and computer programs, or may be in the nature of unwritten knowledge.
1.2 In consideration for Amazon's agreeing as it sees fit to disclose Confidential Information and to allow the use of the Confidential Information according to these Terms, the Supplier agrees to be bound by these Terms.
Confidential Information does not include any information that:
(i) is or becomes publicly available without breach of these Terms;
(ii) can be shown by reference to a written document to have been known to the Supplier at the time of its receipt from Amazon;
(iii) is received from a third party who did not acquire or disclose such information by a wrongful or tortious act; or
(iv) can be shown by reference to a written document to have been independently developed by the Supplier by a means other than through its access to any Confidential Information.
The Supplier may use Confidential Information only for the purposes of the business relationship between the Supplier and Amazon. Except as expressly provided in these Terms, the Supplier will not disclose Confidential Information to anyone without Amazon's prior written consent. The Supplier will take all reasonable measures to avoid disclosure, dissemination or unauthorised use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Supplier will segregate Confidential Information from the confidential materials of third parties to prevent commingling. Supplier understands that Confidential Information may constitute material non-public information under U.S. securities laws and regulations and will not transact in securities of Amazon based on the Confidential Information.
The Supplier will restrict the possession, knowledge and use of Confidential Information to its employees, Suppliers and entities controlled by it ("Personnel") who:
(i) have a need to know Confidential Information in connection with the parties' business relationship; and
(ii) have executed written non-disclosure agreements obligating them to protect the Confidential Information.
The Supplier will ensure that its Personnel comply with these Terms and their respective non-disclosure agreements.
The Supplier may disclose Confidential Information as required to comply with binding orders of governmental entities or regulatory authorities that have jurisdiction over it, provided that the Supplier:
(i) gives Amazon reasonable written notice to allow Amazon to seek an injunctive order or other appropriate remedy;
(ii) provides any assistance which Amazon may reasonably require in order to secure such order or such remedy (with the Supplier's expenses reasonably incurred in providing such assistance to be reimbursed by Amazon);
(iii) discloses only such information as is required by the governmental entity or regulatory authority; and
(iv) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
All Confidential Information will remain the exclusive property of Amazon. Amazon's disclosure of Confidential Information under these Terms will not constitute an express or implied grant to the Supplier of any rights to or under Amazon's patents, copyrights, trade secrets, trademarks or other intellectual property rights.
The Supplier will notify Amazon immediately upon discovery of any unauthorised use or disclosure of Confidential Information or any other breach of these Terms. The Supplier will co-operate with Amazon in every reasonable way to help Amazon regain possession of such Confidential Information and prevent its further unauthorised use.
The Supplier will return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following Amazon's written request. At Amazon's option, the Supplier will provide written certification of its compliance with this Clause 8.
The Supplier acknowledges that disclosure or use of Confidential Information in violation of these Terms could cause irreparable harm to Amazon for which monetary damages may be difficult to ascertain or an inadequate remedy. The Supplier therefore agrees that Amazon will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of these Terms.
These Terms are intended to cover Confidential Information received by the Supplier both prior and subsequent to the commencement of the business relationship. These Terms automatically will terminate upon the completion or termination of the business relationship between the Supplier and Amazon; provided, however, that the Supplier's obligations with respect to the Confidential Information will survive for five (5) years following such completion or termination. Nothing in these Terms limits the parties' rights and obligations arising at general law in respect of the Confidential Information following termination of these Terms.
11.1 These Terms will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each party will act as an independent contractor and not as an agent of the other party for any purpose, and neither will have the authority to bind the other.
11.2 These Terms constitute the entire Agreement between the parties relating to the matters discussed herein and may be amended or modified only with the mutual written consent of the parties. Each party's obligations hereunder are in addition to, and not exclusive of, any and all of its other obligations and duties to the other party, whether express, implied, in fact or in law. Subject to the limitations set forth in these Terms, these Terms will inure to the benefit of and be binding upon the parties and their respective successors and assigns. In the event that these Terms are inconsistent with the express terms of any other written agreement/s between Amazon and the Supplier the other written agreement/s will prevail.
11.3 Any failure by Amazon to enforce the Supplier's strict performance of any provision of these Terms will not constitute a waiver of Amazon's right subsequently to enforce such provision or any other provision of these Terms.
11.4 If a provision of these Terms is held invalid under any applicable law, such invalidity will not affect any other provision of these Terms that can be given effect without the invalid provision. Further, all terms and conditions of these Terms will be deemed enforceable to the fullest extent permissible under applicable law, and, when necessary, the court is requested to reform any and all terms or conditions to give them such effect.
11.5 The provisions contained in these Terms will be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg and each of the parties submits to the exclusive jurisdiction of the court of the district of Luxembourg City.
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