For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Confidential Information” means any and all information, whether written, oral, electronic, visual, or in any other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to business plans, strategies, financial information, technical data, trade secrets, know-how, customer lists, marketing materials, software, inventions, processes, designs, drawings, and any other information that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

“Affiliate” means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party.

“Representatives” means a Party’s directors, officers, employees, agents, consultants, contractors, advisors, and Affiliates who have a need to know the Confidential Information for the Purpose.

“Purpose” means the evaluation, negotiation, or execution of [describe the specific business purpose or transaction], and any related discussions or activities.

“Disclosing Party” and “Receiving Party” shall have the meanings ascribed to them in the preamble of this Agreement.

References to the singular include the plural and vice versa, and references to any gender include all genders.

Headings are for convenience only and shall not affect the interpretation of this Agreement.

Any reference to “including” or “includes” shall be deemed to be followed by “without limitation.”

The Confidential Information shall be disclosed solely for the Purpose as defined herein.

The scope of confidentiality obligations under this Agreement shall extend to all Confidential Information disclosed by the Disclosing Party to the Receiving Party, whether before or after the Effective Date.

The Receiving Party shall use the Confidential Information exclusively for the Purpose and for no other purpose whatsoever, unless otherwise expressly authorized in writing by the Disclosing Party.

The Parties acknowledge that the Confidential Information is proprietary to the Disclosing Party and that unauthorized use or disclosure may cause irreparable harm.

The Receiving Party shall not use the Confidential Information for its own benefit or for the benefit of any third party, except as expressly permitted by this Agreement.

The obligations of confidentiality shall apply to all forms of disclosure, whether direct or indirect, intentional or unintentional.

The Receiving Party shall not reverse engineer, decompile, or disassemble any tangible objects or software embodying the Confidential Information.

The Parties agree that the existence and terms of this Agreement shall themselves be considered Confidential Information.

The Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose, publish, or disseminate such information to any third party except as expressly permitted under this Agreement.

The Receiving Party shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of the Confidential Information.

The Receiving Party shall restrict disclosure of the Confidential Information solely to those of its Representatives who have a strict need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those set forth herein.

The Receiving Party shall not copy, reproduce, or otherwise duplicate any Confidential Information except as necessary for the Purpose and with the prior written consent of the Disclosing Party.

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.

The Receiving Party shall cooperate with the Disclosing Party in any efforts to prevent or remedy any unauthorized use or disclosure of Confidential Information.

The Receiving Party shall not remove, alter, or obscure any proprietary notices or legends on any Confidential Information.

The Receiving Party shall maintain accurate records of all copies, reproductions, and distributions of Confidential Information.

The obligations of confidentiality under this Agreement shall not apply to any information that:

Is or becomes generally available to the public through no act or omission of the Receiving Party or its Representatives;

Was lawfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records;

Is lawfully obtained by the Receiving Party from a third party who is not under any obligation of confidentiality with respect to such information;

Is independently developed by the Receiving Party without use of or reference to the Confidential Information, as demonstrated by competent evidence;

Is approved for release by the Disclosing Party in writing;

Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in seeking a protective order or other appropriate remedy;

Is disclosed with the prior written consent of the Disclosing Party.

The burden of proving that any information falls within the above exclusions shall rest with the Receiving Party.

Notwithstanding any other provision of this Agreement, the Receiving Party may disclose Confidential Information to its Representatives who have a need to know such information for the Purpose, provided that such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein.

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or legal process, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

If a protective order or other remedy is not obtained, the Receiving Party shall disclose only that portion of the Confidential Information that is legally required to be disclosed and shall use reasonable efforts to ensure that such information is treated confidentially.

The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.

The Receiving Party shall ensure that any permitted disclosures are made in accordance with the terms and conditions of this Agreement.

The Receiving Party shall promptly notify the Disclosing Party of any request or demand for disclosure of Confidential Information by any governmental or regulatory authority.

The Receiving Party shall not use the Confidential Information in any manner that would violate applicable laws or regulations.