"Confidential Information" means any and all non-public information, whether written, oral, electronic, or visual, disclosed by either party to the other, including but not limited to: trade secrets, business plans, financial information, customer lists, technical data, software, inventions, and any other proprietary information.
The Receiving Party agrees to: (a) hold the Confidential Information in strict confidence; (b) not disclose the Confidential Information to any third parties without prior written consent; (c) use the Confidential Information solely for the Purpose; and (d) protect the Confidential Information using the same degree of care used to protect its own confidential information.
The obligations of confidentiality shall not apply to information that: (a) was publicly known at the time of disclosure; (b) becomes publicly known through no fault of the Receiving Party; (c) was rightfully in possession of the Receiving Party prior to disclosure; (d) is independently developed without use of the Confidential Information.
This Agreement shall remain in effect for a period of two (2) years from the Effective Date. The obligations of confidentiality shall survive the termination of this Agreement for a period of three (3) years thereafter.
Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies, notes, and derivatives thereof.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of laws principles.
"Confidential Information" refers to all non-public information disclosed by either party, including trade secrets, business plans, financial data, customer lists, technical information, software, inventions, and other proprietary materials, whether written, verbal, electronic, or visual.
The Receiving Party commits to: (a) maintain strict confidentiality of the information; (b) not disclose to third parties without written consent; (c) use information only for the stated Purpose; (d) protect information with the same care as its own confidential data.
Confidentiality obligations do not apply to information that: (a) was public at disclosure time; (b) became public through no fault of Receiving Party; (c) was already in Receiving Party's possession; (d) was independently developed without using Confidential Information.
This Agreement is effective for two (2) years from the Effective Date. Confidentiality obligations survive termination for three (3) additional years.
Upon Agreement termination or Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information, including copies, notes, and derivative works.
This Agreement is governed by the laws of the State of California, United States of America, without regard to conflict of laws provisions.