Non-Disclosure Agreement

1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1 "Confidential Information" means any and all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally, in writing, or in any other form, including but not limited to:

• Technical data, trade secrets, know-how, research, inventions, processes, algorithms, software programs, source code, object code, and documentation
• Product plans, designs, development plans, and roadmaps
• Business strategies, methods, customer lists, supplier lists, pricing information, and cost data
• Financial information, projections, and business plans
• Marketing plans, sales strategies, and market research
• Personnel information and organizational structure
• Any other information that should reasonably be recognized as confidential given the nature of the information and the circumstances of disclosure

1.2 Confidential Information includes information disclosed before the execution of this Agreement if such information was disclosed in contemplation of this Agreement and would otherwise qualify as Confidential Information.

2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that:

• (a) Is or becomes generally known to the public through no breach of this Agreement by the Receiving Party;
• (b) Was rightfully known by the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records;
• (c) Is rightfully disclosed to the Receiving Party by a third party without restriction and without breach of any confidentiality obligation;
• (d) Is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by written records; or
• (e) Is required to be disclosed by law or court order, provided that the Receiving Party provides prompt written notice to the Disclosing Party and cooperates in any effort by the Disclosing Party to seek a protective order or confidential treatment.

3. OBLIGATIONS OF RECEIVING PARTY

3.2 Security Measures. The Receiving Party shall implement and maintain appropriate physical, technical, and administrative security measures to protect Confidential Information from unauthorized access, use, or disclosure.

3.3 Notice of Breach. The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information of which it becomes aware.

4. PERMITTED DISCLOSURES

The Receiving Party may disclose Confidential Information:

• To its employees, officers, directors, agents, consultants, affiliates, and professional advisors who have a legitimate need to know for the Purpose, provided they are bound by written confidentiality obligations no less restrictive than those herein;
• As required by law, regulation, or valid court order, provided that the Receiving Party (i) gives the Disclosing Party prompt written notice, (ii) cooperates with the Disclosing Party's efforts to obtain a protective order, and (iii) discloses only the minimum information required.

5. RETURN OF CONFIDENTIAL INFORMATION

Upon written request by the Disclosing Party or termination of this Agreement, the Receiving Party shall promptly:

• Return all Confidential Information and all copies thereof to the Disclosing Party; or
• At the Disclosing Party's option, destroy all Confidential Information and all copies thereof and certify such destruction in writing;
• Provided, however, that the Receiving Party may retain copies of Confidential Information to the extent required by law or regulation, or in accordance with its standard backup and disaster recovery procedures, subject to continuing confidentiality obligations.

6. NO OBLIGATION

6.2 Each Party reserves the right, in its sole discretion, to terminate discussions and to reject any proposals or offers from the other Party.

7. NO WARRANTY

ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WITH RESPECT TO ANY CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER.

8. NO LICENSE

Nothing in this Agreement grants the Receiving Party any rights in or to the Disclosing Party's Confidential Information, including without limitation any license under any patent, trademark, copyright, or other intellectual property right.

9. TERM AND SURVIVAL

9.1 Term. This Agreement shall commence on the Effective Date and continue for a period of three (3) years, unless earlier terminated by either Party upon thirty (30) days' written notice.

9.2 Survival. The obligations of the Receiving Party with respect to Confidential Information disclosed during the term shall survive termination of this Agreement for a period of five (5) years; provided, however, that obligations with respect to trade secrets shall survive indefinitely or until such information no longer qualifies as a trade secret under applicable law.

10. REMEDIES

10.1 Injunctive Relief. The Parties acknowledge that disclosure of Confidential Information in breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, without prejudice to any other rights or remedies it may have.

10.2 Indemnification. The Receiving Party shall indemnify and hold harmless the Disclosing Party from any damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or related to any breach of this Agreement by the Receiving Party.

11. GENERAL PROVISIONS

11.1 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, written or oral, relating to such subject matter.

11.3 Amendment. This Agreement may only be amended or modified by a written instrument signed by both Parties.

11.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No waiver of any breach shall constitute a waiver of any subsequent breach.

11.5 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

11.7 Notices. All notices under this Agreement shall be in writing and deemed given when delivered personally, sent by confirmed email, or sent by certified or registered mail, return receipt requested, to the addresses set forth below or as otherwise specified by either Party.

11.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

11.9 Export Compliance. The Receiving Party acknowledges that Confidential Information may be subject to export control laws and regulations. The Receiving Party agrees to comply with all applicable export control laws and regulations.

11.10 Residual Knowledge. Notwithstanding anything to the contrary, the Receiving Party may use Residual Knowledge for any purpose. "Residual Knowledge" means information retained in the unaided memories of the Receiving Party's employees who have had access to Confidential Information, provided that such employees have not intentionally memorized such information for the purpose of circumventing this Agreement.