CONFIDENTIALITY TERMS AND CONDITIONS

These confidentiality terms and conditions are applicable to the parties to the Agreement of which this annexure form part.

In connection with terms and conditions of JioSecure and in relation thereto whatever information is disclosed by one party to another party to this Agreement, the parties agree to abide by terms of confidentiality as given below;

1. For purposes of this Agreement, the term "Confidential Information" shall means any past, present or future business activities, any information relating to business plans, pricing, methods, methodologies, processes, financial data, lists, customer information, apparatus, statistics, programs, research, development, intellectual property rights, trade secrets and/or information technology, device, software, technical, nontechnical, commercial, non-commercial, or business information or any technical information relating to product, including IMEI number, or any other important information, disclosed by one party and/or its Representatives to the other party and/or its Representatives (as defined below) in the context of contractual or pre-contractual relations that: (i) is clearly identified as confidential and/or proprietary at the time of disclosure; and (ii) is by its nature recognizable potentially confidential or is disclosed in a manner that it may be reasonably inferred to be confidential and/or proprietary to the Disclosing Party at the time of disclosure.
2. Confidential Information shall not include information that: (i) has become generally known or available to the public through no act or omission on the part of the Receiving Party; (ii) was known by the Receiving Party without restriction as to use or disclosure prior to receiving such information from the Disclosing Party; (iii) is rightfully acquired by the Receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is demonstrated to be independently developed by the Receiving Party without use of the Confidential Information of the Disclosing Party.
3. Each Party agrees: (i) to maintain the other party's Confidential Information in strict confidence and shall use at least the same degree of care used by it to protect the unauthorized use, disclosure, publication or dissemination of its own confidential information, but in any case no less than a reasonable degree of care; (ii) not to disclose such Confidential Information to any third party except to the extent stated below on a 'need to know' basis for the aforesaid Business Purposes; and (iii) not to use any such Confidential Information for any purpose other than the Business Purpose. Each Party may disclose the Confidential Information of the other Party to its Representatives whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder, and who are under obligations of confidentiality substantially similar to those set forth herein. "Representatives" shall mean: (i) employees of the Party and its affiliates; and (ii) attorneys, accountants, (sub-) contractors or other professional business advisors of the Party. Each Party is responsible for any breach of the terms of this Agreement by it or its Representatives.
4. A Party may disclose the other party's Confidential Information to the extent required by law, regulation, court order or regulatory agency; provided, that the respective Party is required to make such a disclosure using reasonable efforts to give the other Party reasonable prior notice of such required disclosure (to the extent legally permitted) and provides reasonable assistance in contesting the required disclosure, at the request and cost of the Disclosing Party. Neither Party shall identify the other Party or their affiliated persons in any promotional, advertising or other materials to be disseminated to the public or any third party without the prior written consent of other Party.
5. As between the Parties, all Confidential Information remains the sole and exclusive property of the Disclosing Party. Each Party acknowledges that nothing in this Agreement shall be construed as granting any right or license to the Receiving Party in or to: (i) the Confidential Information; or (ii) any intellectual property right, of the disclosing party.
6. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY "AS IS" AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR APPLICABILITY.