This excerpt taken from the CLZR 10-K filed Sep 30, 2005.
(a) Confidential Information. As used herein, Confidential Information shall mean any information relating to the business of the disclosing party which the disclosing party has marked as confidential, designated as confidential in this Agreement or, in the case of oral information, has identified as confidential in writing to the receiving party within thirty (30) days of disclosure. Notwithstanding the foregoing, information which is orally or visually disclosed to the receiving party by the disclosing party, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, shall constitute Confidential Information if it would be apparent to a reasonable person, familiar with the disclosing partys business and the industry in which it operates, that such information is of a confidential or proprietary nature, the confidentiality of which is important to the disclosing party. The pricing and pricing terms in this Agreement and any other agreement between Seller and a McKesson Corporation company shall be deemed Confidential Information of McKesson. Notwithstanding anything to the contrary in this Section 13, Confidential Information shall not include:
i. information that is approved for public release by the written authorization of the disclosing party;
ii. information that was disclosed to the receiving party by a third party having the legal right to make such disclosure, or which the receiving party can establish was in its lawful possession prior to its receipt thereof from the disclosing party;
iii. information that is in the public domain prior to the receiving partys receipt thereof from the disclosing party, or which subsequently becomes a part of the public domain other than by the receiving partys negligence or wrongful act; or
iv. information that the receiving party can establish was independently developed without breach of this Agreement or use of Confidential Information.
(b) Non-disclosure. Each party: (i) shall not disclose Confidential Information of the other party to any third party without first obtaining the express written permission of the disclosing party (other than to a subcontractor engaged to perform some or all of the services hereunder, which subcontractor shall be bound by substantially similar confidentiality provisions); (ii) shall use Confidential Information of the other party only as is necessary to fulfill its obligations pursuant to this Agreement and with respect to Buyer to provide distribution services to its customers; and (iii) shall limit such disclosure to any of its officers, employees or agents on a need-to-know basis for purposes of fulfilling its obligations under this Agreement and with respect to Buyer to provide distribution services to its customers. Notwithstanding the foregoing, Confidential Information of the other party may be disclosed pursuant to a subpoena or court order, provided that the receiving party gives prompt notice to the disclosing party that it intends to make such disclosure so that the other party can take any appropriate steps it deems necessary to limit the extent of such disclosure or to seek protection of such disclosure.
(c) Effect of Termination. Upon termination of this Agreement, each party shall return to the other party or destroy any Confidential Information of the other party and provide a written verification of such return or destruction. Each partys obligation to maintain the confidentiality of Confidential Information shall survive for a period of three (3) years following expiration or termination of this Agreement. The receiving party may retain one (1) copy of Confidential Information for its legal archives, provided that such Confidential Information shall remain subject to the provisions of this Agreement unless and until the Confidential Information is returned to the disclosing party.