NATHO will keep all Confidential Information* confidential and not disclose or reveal any Confidential Information to any person, not use the Confidential Information in any way detrimental to the member or any of its employees or customers and except as required by law, court or governmental order. NATHO will be responsible for any breach of the terms of this Confidential Agreement by it or its Representatives.
The Industry Metrics Survey resulting from the provision of confidential information by members of NATHO to NATHO shall not be deemed a “work made for hire” and all ownership in the Confidential Information provided by Members to facilitate such survey shall remain with the Member. NATHO shall not use or otherwise publish the results of such survey based in part on the Confidential Information provided by Members without the prior written consent. Only a designated NATHO representative, who is not a member of NATHO or the NATHO board of Directors, will have access to confidential information collected for the purposes of the Industry Metrics Survey and only for the purpose of maintaining the database.
In the event that NATHO is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information or any other information concerning a Member NATHO will provide the Member with prompt notice of such request or requirement in order to enable it to seek an appropriate protective order or other remedy, consult with the Member with respect to its taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Confidentiality Agreement. If a protective order or other remedy is not obtained or the terms of this Confidentiality Agreement are not waived, and disclosure of the Confidentiality Agreement is required, NATHO will so disclose only to the extent legally required.
If a Member determines for any reason that it does not wish to proceed with the Industry Metrics Survey, it will promptly advise NATHO of that decision in writing. In that case, upon request of the Member NATHO shall promptly redeliver all Confidential Information, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon in its possession or in the possession of any of its Representatives. All oral Confidential Information shall continue to be held confidential pursuant to the terms of this Confidentiality Agreement.
Without prejudice to the rights and remedies otherwise available, Members shall be entitled to equitable relief by way of injunction or otherwise if NATHO or any of its Representatives breaches or threatens to breach any of the provisions of this Confidentiality Agreement. It is further understood and agreed that no failure or delay by a Member in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Any assignment of this Confidentiality Agreement by either Party without the prior written consent of the other shall be void. This Confidentiality Agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any) made by and between NATHO and the Member.
* NATHO will be gathering information from NATHO’s Members to perform an Industry Metrics Survey. In order to complete the Survey, Members will have furnished or will furnish NATHO with certain information which is confidential or proprietary in nature. Such information, in whole or in part, together with analyses, compilations, studies, or other documents prepared by NATHO or its employees, directors, agents or representatives which contain or otherwise reflect such information, is hereinafter referred to as the "Confidential Information."