The term “Confidential Information” shall refer to all non-public information or material disclosed or provided by a Customer to Adelar, either orally or in writing, concerning any aspect of the Customer’s business, including without limitation, any information or material pertaining to products, formulae, specifications, designs, processes, plans, policies, procedures, employees, work conditions, legal and regulatory affairs, assets, inventory, discoveries, trademarks, patents, manufacturing, packaging, distribution, sales, marketing, expenses, financial statements and data, customer and supplier lists, raw materials, costs of goods and relationships with third parties.

Confidential Information also includes any notes, analyses, compilations, studies or other material or documents prepared by the Customer or Adelar which contain, reflect or are based, in whole or in part, on the Confidential Information. “Confidential Information” also includes individuals’ PII that Adelar receives from its Customers.

Notwithstanding the foregoing, Confidential Information shall not include information or material that:

(i) is publicly available or becomes publicly available through no action or fault of Adelar;

(ii) was already in Adelar’s possession or known to the recipient party prior to being disclosed or provided to Adelar by or on behalf of the Customer;

(iii) was or is obtained by Adelar from a third party; or

(iv) is independently developed by Adelar without reference to the Confidential Information.

Adelar shall keep strictly confidential and shall not disclose, or cause or permit to be disclosed, to any person or entity, its Customers’ Confidential Information.

We will take all commercially reasonably efforts to protect individuals’ PII and our Customer’s Confidential Information from unauthorized access or disclosure. We value your trust in providing us your Personal Information. We are fully PCI compliant and, therefore, ensure that commercially acceptable measures remain in place to protect your Personal Information. You are reminded that no method of transmission over the internet, or method of electronic storage is 100 percent secure and reliable, and we cannot guarantee its absolute security.

If Adelar is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or by any law, rule or regulation of any governmental agency or regulatory authority) to disclose any of its Customers’ Confidential Information, Adelar shall provide the affected Customer prompt written notice of any such request or requirement so the Customer may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver, and if Adelar is nonetheless legally compelled to disclose Confidential Information, Adelar may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information that Adelar’s counsel advises it is legally required to be disclosed, provided that Adelar shall use its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the Confidential Information by such tribunal.