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Both parties are required to protect each other's Confidential Information using at least reasonable care and to restrict access to personnel with a need to know. Either party may seek equitable relief in court, in addition to other legal remedies, upon disclosure of Confidential Information.
This analysis describes what Snowflake's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision establishes mutual confidentiality obligations and expressly preserves the right to seek equitable relief, including injunctive relief, in court for Confidential Information breaches, which operates as an exception to the arbitration clause for IP and confidentiality claims. The provision applies to both parties symmetrically.
Under this clause, Snowflake is contractually required to protect Customer Confidential Information with at least reasonable care and to restrict access to authorized personnel. Customer has the same obligations with respect to Snowflake's Confidential Information. Either party may pursue court-based equitable relief for Confidential Information disclosures independent of the arbitration requirement.
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"Each party (as "Receiving Party") will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (a) not use any Confidential Information of the other party (the "Disclosing Party") for any purpose outside the scope of this Agreement; and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who are bound by obligations of confidentiality to the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.Excerpt from Snowflake's Terms of Service
(1) REGULATORY LANDSCAPE: Confidentiality obligations in cloud agreements engage trade secret law, including the Defend Trade Secrets Act, and may interact with applicable data protection regulations where Confidential Information overlaps with personal data. The express equitable relief carve-out from the arbitration clause is consistent with federal and state trade secret enforcement frameworks. (2) GOVERNANCE EXPOSURE: Medium. The confidentiality provision applies symmetrically and establishes a minimum care standard of 'reasonable care,' which is a relative standard that may require evaluation in the context of specific security incidents. The equitable relief carve-out from arbitration means that Snowflake may seek injunctive relief in court against Customer for Confidential Information misuse without proceeding through JAMS arbitration first. (3) JURISDICTION FLAGS: The governing law clause establishes Delaware law, but equitable relief may be sought in state or federal courts in New Castle County, Delaware. Where Confidential Information includes personal data of EU or UK residents, GDPR processor obligations under the DPA may impose additional requirements beyond the contractual confidentiality standard. (4) CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should note that the confidentiality obligations survive termination of the agreement under Section 7.4, meaning post-termination handling of Snowflake Confidential Information (including documentation and access credentials) remains subject to these requirements. The equitable relief provision means that either party can seek emergency court relief without exhausting the dispute resolution procedures in Section 13.3(a). (5) COMPLIANCE CONSIDERATIONS: Legal teams should ensure that internal information security policies meet or exceed the reasonable care standard required by this provision. Post-termination obligations to delete Snowflake Confidential Information, including documentation, passwords, and access codes, should be incorporated into offboarding checklists.
This provision establishes mutual confidentiality obligations and expressly preserves the right to seek equitable relief, including injunctive relief, in court for Confidential Information breaches, which operates as an exception to the arbitration clause for IP and confidentiality claims. The provision applies to both parties symmetrically.
Under this clause, Snowflake is contractually required to protect Customer Confidential Information with at least reasonable care and to restrict access to authorized personnel. Customer has the same obligations with respect to Snowflake's Confidential Information. Either party may pursue court-based equitable relief for Confidential Information disclosures independent of the arbitration requirement.
No. ConductAtlas is an independent monitoring service. We are not affiliated with, endorsed by, or sponsored by Snowflake.