PURPOSE   In furtherance of the purpose or purposes stated below, either party hereto (Discloser) may disclose its Confidential Information to the other party (Recipient). This Policy is intended to bind each party and prevent it from disclosing the Confidential Information as herein provided or from using the Confidential Information for purposes other than determining Discloser’s compliance with the United States Food and Drug Administration’s Foreign Supplier Verification Program (FSVP) (the Permitted Purpose).

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CONFIDENTIALITY      During the course of their business relationship, each party may disclose to the other party certain information which the disclosing party considers proprietary and confidential, including but not limited to the terms of this Policy as well as information concerning manufacturing & processing methods, business & technology plans, distribution strategies, sales, pricing, marketing, customers, suppliers, and research and development (collectively, Confidential Information). For purposes hereof, information that is already in the public domain or known by the receiving party at the time of disclosure by the disclosing party, or subsequently becomes available to the public or known by the receiving party without any breach of this Section, shall not be considered to be Confidential Information. The parties each agree that all Confidential Information shall be used by the receiving party solely for the purposes contemplated by this Policy, shall be kept strictly confidential and shall not, without the disclosing party’s prior written consent, be disclosed by the receiving party in any manner whatsoever, except as required to comply with its regulatory obligations under Title 21 of the United States Code of Federal Regulations, Chapter I, Subchapter A, Part 1, Subpart L, §1.500 - §1.514, applicable laws or regulations, or with a court or administrative order, subpoena, civil investigative demand, or other legal processes. The receiving party shall be liable for any failure of its employees, agents, or representatives to comply with the confidentiality obligations set forth in this Section. The confidentiality obligations set forth in this Section shall not expire following the expiration or termination of this Policy.

 

OWNERSHIP       All Confidential Information shall remain the exclusive property of the Discloser and nothing in this policy, or any course of conduct between the parties shall be deemed to grant to the Recipient any rights in or to the Confidential Information of the Discloser, or any part thereof, other than as expressly granted herein.

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COMMUNICATION       While USA uses every precaution to ensure that communications are kept confidential, USA commonly relies on the use of the U.S. mail, delivery services, local messenger services, facsimiles, electronic mail, and voice mail to communicate with Client. Please be advised that, while these modes of communication are fast and easy to use, USA cannot ensure that they are completely secure. Transmissions can be misdirected, lost or intercepted or remain undelivered. If you are particularly concerned with maintaining the confidentiality of certain sensitive information, please speak with USA to ensure that only communication methods with which you are most comfortable are used.