In the spirit of invention and non-disclosure, the following text ensures that steps are made in the pursuit of proper confidentiality for the sake of the associated projects.
a) Definition: “Confidential Information” means any information (including any and all combinations of individual items of information) disclosed on this page, including any information disclosed prior to date of Membership, either directly or indirectly in writing, orally or by inspection of tangible objects (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. Confidential Information may also include information of a third party that is in Parties’ possession and is disclosed under this Agreement.
b) Exceptions. Confidential Information shall not, however, include any information that Parties can establish: (I) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure between Parties; (ii) becomes publicly known of made generally available without a duty of confidentiality after disclosure between Parties through no action or inaction of Parties; or (iii)is in the rightful possession of a Party without confidentiality obligations at the time of disclosure as shown by Parties’ then-contemporaneous written files and records kept in the ordinary course of business; provided that any combination of individual items of information shall not be deemed to be within any of the foregoing exceptions of individual items of information shall not be deemed to be within any of the foregoing exceptions merely because one or more of the individual items are within such exception, unless the combination as a whole is within such exception.
c) Compelled Disclosure. If Parties become legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Parties will provide each other with prompt written notice of such disclosure and will assist in seeking a protective order or another appropriate remedy. If a Party waives compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, the other Party will furnish only that portion of the Confidential Information that is legally required to be disclosed; provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
3. Non-Use and Non-Disclosure
Parties shall not use any Confidential Information for any purpose except to evaluate and engage in discussions concerning the Opportunity. A Party shall not disclose any Confidential Information or permit any Confidential Information to be disclosed, either directly or indirectly, to any third party without the other Party’s prior written consent. Parties shall not disclose Confidential Information or permit the disclosure of Confidential Information to its employees, except that Parties may disclose Confidential Information to those employees who are required to have the information in order to evaluate or engage in discussions concerning the Opportunity; provided that such employee has signed a non-use and non- disclosure agreement in content at least as protective as the provisions hereof, prior to any disclosure of Confidential Information to such employee. Parties shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the Confidential Information. Parties shall not file any patent application(s) containing or in part, any of the Inventor’s Confidential Information.
4. Maintenance of Confidentiality
Parties shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Parties shall take at least those measures it employs to protect its own most highly confidential information. Parties shall not make any copies of the Confidential Information unless the same are previously approved in writing by Inventor. Parties shall reproduce each other’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. A Party shall immediately notify the other Party of any unauthorized use or disclosure, or suspects unauthorized use or disclosure, of Confidential Information.
5. No Obligation
Nothing in this Agreement shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Opportunity: Nothing in this Agreement shall be construed to restrict Parties’ use or disclosure of its own Confidential Information.
6. No Warranty
All confidential information is provided “as is.” Parties make no warranties, express, implied or otherwise, regarding the accuracy, completeness or performance of any confidential information, or with respect to non-infringement or other violation of any intellectual property rights of a third party or of
7. Return of Materials
All documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of a Party shall be and remain the property of their originator and shall be promptly returned to the proprietor or destroyed (with proof of such destruction), each upon their proprietor’s request.
8. No License
Nothing in this Agreement is intended to grant any rights to Parties under any intellectual property right, nor shall this Agreement grant Parties any rights in or to the Confidential Information except as expressly set forth in this Agreement.
The obligations of Parties under this Agreement shall survive until such time as all Confidential Information disclosed hereunder becomes publicly known or made generally available through no action or inaction of Parties.
Parties agree that any violation or threatened violation of this Agreement will cause irreparable injury, entitling the inured Party to obtain injunctive relief in addition to all legal remedies without showing or providing any actual damage and without any bond being required to be posted.
11. Confidant Information
Inventor does not wish to receive any confidential information from Confidant, and Inventor assumes no obligation, either expressed or implied, with respect to any information disclosed by Confidant to Inventor.