Effective Date
March 14, 2025
"Confidential Information" means any non-public information disclosed by either party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally, in writing, or in any tangible or intangible form, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including but not limited to:
The Receiving Party shall hold all Confidential Information in strict confidence, exercising at least the same degree of care it uses to protect its own confidential information of similar importance — and in no event less than a reasonable standard of care. The Receiving Party shall not disclose such information to any third party without prior written consent, and shall limit access to employees, advisors, and contractors with a demonstrable need to know who are bound by written confidentiality obligations no less protective than those herein.
The obligations set forth in this Agreement shall not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure without any obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
The Receiving Party shall use Confidential Information solely for the Purpose described above, and for no other purpose whatsoever. No license, assignment, or other right is granted by implication, estoppel, or otherwise, except the limited right to review and evaluate for the stated Purpose.
Upon written request or termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including copies, summaries, and extracts, and shall certify such destruction in writing upon request. Electronic backups retained pursuant to routine, automated archival systems may be maintained subject to continuing confidentiality obligations.
Each party acknowledges that monetary damages may be inadequate to remedy a breach of this Agreement, and that the non-breaching party shall be entitled to seek injunctive and other equitable relief, in addition to any other remedies available at law or in equity, without the requirement of posting a bond.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. This document constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings. No modification shall be effective unless made in writing and signed by both parties. If any provision is held unenforceable, the remainder shall continue in full force and effect.