The Parties agree that any confidential, proprietary, know-how or trade secret information of any Party in any form that is designated as “confidential” or that a reasonable person knows or reasonably should understand to be confidential (“Confidential Information”) will only be used as specifically permitted by the terms and conditions of this Contract. Without the express written consent of the Party whose information will be disclosed, during and after the Term, no Party will disclose or allow the disclosure of any Confidential Information of another Party to any third party, except that a Party may disclose Confidential Information to its employees, directors, agents, independent contractors and consultants on a need-to-know basis, provided that said Party has executed appropriate written agreements with each such individual or entity sufficient to enable compliance with all the provisions of this Section. For the avoidance of doubt, “Confidential Information” includes, but is not limited to, information (i) provided by a guest in connection with any Standalone or Package Booking, or (ii) provided by Expedia or any of its Affiliates, or otherwise obtained by You, in connection with this Contract, including without limitation, the terms and conditions of this Contract. “Confidential Information” does not include any information that (A) becomes publicly available without the receiving Party’s breach of any obligation owed to the disclosing Party, (B) was known to the receiving Party prior to the disclosing Party’s disclosure of such information, (C) became known to the receiving Party from a source other than the disclosing Party where such source did not breach an obligation of confidentiality owed to the disclosing Party, or (D) is independently developed by the receiving Party. A Party may disclose another Party’s Confidential Information if required to do so to comply with a court order or other government demand that has the force of law; provided, that prior to disclosure, the disclosing Party must seek the highest level of protection available and provide the other Party with reasonable notice to seek a protective order. All Confidential Information will remain the exclusive property of the disclosing Party
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