In order to induce JFI to engage the Recipient for certain services to JFI as an independentcontractor (the “Purpose”), the Recipient has agreed to protect all confidential information obtained bythe Recipient in the course of performing such service on the terms of this Agreement. Therefore, inconsideration of the mutual promises contained herein, JFI and the Recipient agree as follows:1.
Scope. This Agreement shall apply to all information disclosed by JFI to the Recipientorally or in writing, including information disclosed prior to the date hereof, which relates to JFI’songoing and future activities, including all data or information (and any tangible evidence, record orrepresentation thereof), whether prepared, conceived or developed by an employee of JFI or received byJFI from an outside source, which is in the possession of JFI (whether or not the property of JFI), andwhich in any way relates to the present or future activities of JFI or which is maintained in confidence byJFI (“Confidential Information”), provided, however, that for purposes of this Agreement ConfidentialInformation shall not include information that the Recipient can show was, at the time of disclosure orthereafter: (a) generally available to the public (other than as a result of a disclosure in breach of thisAgreement) or (b) available to the Recipient on a non-confidential basis from a source other than JFI,provided such source is not and was. not bound by a confidentiality agreement with JFI or otherwiseprohibited from transmitting such information to the Recipient by a contractual, legal or fiduciaryobligation.2. Non-Disclosure of Confidential Information. The Recipient agrees to hold theConfidential Information in strict confidence, to use it only for the Purpose and for no other purpose, andnot to disclose the Confidential Information to any third party, except as provided herein. The Recipientmay disclose the Confidential Information to those of its employees, accountants and outside counsel witha bona fide need to know the Confidential Information for the Purpose (collectively, “Representatives”),provided that prior to disclosing Confidential Information to a Representative, the Recipient shall informsuch Representative of the requirements of this Agreement and obtain from such Representative his, heror its agreement to be bound thereby.
3. Required Disclosure. If the Recipient or any of its Representatives is required by law todisclose any of the Confidential Information or any of the terms, conditions or other facts with respect tothe potential business transaction involving JFI, the Recipient will promptly notify JFI of suchrequirement prior to making the disclosure.
The Recipient and JFI will then confer and use reasonable,good faith efforts to agree on a form and terms of disclosure reasonably acceptable to both the Recipientand JFI in light of the circumstances under which the disclosure is required to be made, provided that iffollowing such notice and conferring the Recipient and JFI are unable to agree on a mutually acceptableform and terms of disclosure, then the Recipient shall have no liability to JFI to the extent such disclosureis required by law provided the Recipient makes reasonable efforts to obtain an appropriate protectiveorder or other reliable assurance that confidential treatment will be accorded the Confidential Informationby the tribunal requiring disclosure.4. Return of Confidential Information. Upon the written request of JFI or upon terminationof discussions between JFI and the Recipient with respect to the Purpose, the Recipient shall promptlyreturn to JFI all Confidential Information and all copies thereof if in written or other tangible form.Where impractical to return copies, such copies shall be destroyed.