i. All information and materials obtained directly or indirectly in relation to the Company or its Clients; all knowledge about the business, products, programming techniques, experimental work, Clients and Photographers of the Company; details of all Leads; these terms and conditions; details of earnings, incentives and compensation payable to you or other partners/employees/contractors of the Company; samples; catalogues; models; computer programs; designs and any other miscellaneous particulars of any projects of the Company, are and will be the trade secrets and confidential and proprietary information of the Company (“Confidential Information”).
ii. Without in anyway limiting the generality of the definition of Confidential Information in sub-clause
(i), Confidential Information shall include any information that may relate to Company’s business, financials, and/or have commercial or other value to the Company or and is confidential or proprietary in nature, whether explicitly designated as such or not, including but not limited to concepts and techniques, formulas, specifications, research, development, data, database, software design and architecture, interior designs, drawings, plans, master plans, design briefs, computer programs, source code, object code, flow charts, photographs, information related to the Company’s affiliates, Clients, their business details, data, drawings, designs, technical, business and financial information, supplier and product development plans or information, schedules, forecasts, strategies, marketing plans, techniques, and materials but does not include:
A. Information that is proven to have been obtained by you legally on a non-confidential basis, prior to the time of disclosure of such Confidential Information;
B. Information that becomes generally available to the public other than as a result of your disclosure in violation of these terms and conditions or its obligations to a third party; and
C. Information that can be documented as independently developed by you without use of any portion of the Confidential Information.
iii. You shall NOT be entitled to disclose or copy photographs, samples, catalogues, models, computer programs, documents or other instruments furnished by the Company hereunder and containing Confidential Information, unless and to the extent permitted by the Company in writing. All photographs, samples, models, computer programs, documents and other instruments furnished hereunder and containing confidential information shall remain the property of the Company. Such instruments and copies thereof generated shall be promptly returned by you upon the Company’s request or in any event of termination of your Services.