"Confidential Information" means any and all information, data, and materials, in whatever form or medium, whether tangible or intangible, and whether disclosed orally, in writing, visually, electronically, by demonstration, or by any other means, that is disclosed, furnished, or otherwise made available by or on behalf of the Disclosing Party to the Receiving Party or its Representatives, or that the Receiving Party or its Representatives otherwise observe, learn, or obtain access to, whether before, on, or after the Effective Date, including without limitation all Personal Information and Project Information, together with all Derivative Materials, as further described in the Section entitled "Confidential Information," but excluding only such information as is expressly excluded pursuant to the Section entitled "Exclusions from Confidential Information."

"Personal Information" means any information relating to the private life, affairs, circumstances, or identity of the Disclosing Party or of any member of the Disclosing Party's family, household, or personal circle, including without limitation information concerning health, finances, assets, relationships, residence, communications, personal history, contact details, images, and recordings, irrespective of whether such information would independently be regarded as private or sensitive.

"Project Information" means any information relating to the Project, including without limitation ideas, concepts, plans, strategies, designs, drafts, prototypes, inventions, methods, know-how, creative works, research, analyses, forecasts, budgets, contacts, prospective partners, timelines, and any other information concerning the conception, development, financing, implementation, or exploitation of the Project.

"Derivative Materials" means any notes, analyses, compilations, summaries, extracts, memoranda, studies, interpretations, reproductions, translations, or other documents, files, or materials, in any form, prepared by or on behalf of the Receiving Party or its Representatives that contain, reflect, are based upon, or are derived from, in whole or in part, any Confidential Information.

"Confidential Materials" means all documents, records, files, storage media, devices, samples, and other tangible or electronic embodiments of Confidential Information, including all copies thereof and all Derivative Materials, in the possession, custody, or control of the Receiving Party or any of its Representatives.

"Purpose" means the sole and exclusive purpose of evaluating, considering, and discussing with the Disclosing Party the advisability and terms of a possible collaboration between the Parties in connection with the Project.

"Representatives" means those legal, financial, and tax advisors of the Receiving Party who are bound by professional duties of confidentiality, together with any other person whom the Disclosing Party has expressly approved in advance and in writing, in each case only to the extent such person has a strict need to know Confidential Information for the Purpose.

"Unauthorized Disclosure" means any access to, use, disclosure, copying, loss, theft, or other processing of Confidential Information that is not expressly permitted by this Agreement, whether caused intentionally, negligently, or otherwise.

In this Agreement, unless the context otherwise requires: headings are for convenience only and shall not affect interpretation; words in the singular include the plural and vice versa; the words "include," "includes," and "including" shall be deemed to be followed by "without limitation"; the word "or" is not exclusive; references to "writing" or "written" include email but exclude instant messaging and social media messaging unless expressly agreed otherwise; references to a person include any individual, corporation, partnership, trust, governmental authority, or other entity; any reference to a Party includes its heirs, personal representatives, and permitted successors and assigns; and no rule of construction shall apply to the disadvantage of a Party on the basis that such Party prepared this Agreement or any part of it.

The Disclosing Party intends to disclose Confidential Information to the Receiving Party solely to enable the Receiving Party to engage in the Purpose, and the Receiving Party acknowledges that such disclosure is made in reliance upon, and expressly conditioned upon, the Receiving Party's undertakings set forth in this Agreement.

The Disclosing Party shall determine, in its sole and absolute discretion, whether to disclose any Confidential Information, and if so, the nature, extent, form, timing, and manner of any such disclosure; nothing in this Agreement shall oblige the Disclosing Party to disclose any particular information or any information at all.

The scope of anticipated disclosure may include, without limitation, information concerning [General Description of Categories of Information to Be Disclosed], provided that the Disclosing Party may at any time expand, restrict, suspend, or terminate the disclosure of Confidential Information without notice and without liability to the Receiving Party.

The Disclosing Party may impose such additional conditions on access to specific items of Confidential Information as it considers appropriate, including requirements that information be reviewed only in the presence of the Disclosing Party, only in a designated location, or only through a designated electronic platform, and the Receiving Party shall comply with all such conditions.

This Agreement shall govern all Confidential Information disclosed or made available to the Receiving Party, whether such disclosure occurred before, on, or after the Effective Date, and whether or not the information was disclosed in connection with the Purpose, and shall apply irrespective of whether any collaboration between the Parties is ultimately pursued.

The Receiving Party acknowledges that the disclosure contemplated hereunder is one-directional, that the Disclosing Party assumes no obligation of confidentiality with respect to any information furnished by the Receiving Party unless otherwise agreed in a separate written instrument signed by the Disclosing Party, and that any information voluntarily provided by the Receiving Party shall not limit the Disclosing Party's rights hereunder.

The Receiving Party shall hold all Confidential Information in the strictest confidence and shall protect it from Unauthorized Disclosure using at least the same degree of care that the Receiving Party uses to protect its own most sensitive personal information, and in no event less than a reasonable degree of care having regard to the private and sensitive nature of such information.

The Receiving Party shall not disclose, publish, disseminate, or otherwise make available any Confidential Information to any person other than its Representatives, and then only to the extent strictly necessary for the Purpose, and only after informing each such Representative of the confidential nature of the Confidential Information and procuring that such Representative is bound by obligations of confidentiality no less protective than those set forth herein.

The Receiving Party shall be fully responsible and liable for any act or omission of any of its Representatives, or of any other person who obtains access to Confidential Information through the Receiving Party, that would constitute a breach of this Agreement if committed by the Receiving Party, as if such act or omission were the Receiving Party's own.

The Receiving Party shall maintain all Confidential Materials in a secure manner, including by storing physical materials in a locked location, protecting electronic materials with strong passwords, encryption, and current security software, and refraining from storing or transmitting Confidential Information on any shared, public, or unsecured device, network, or account.

The Receiving Party shall not make copies, reproductions, photographs, screenshots, recordings, or summaries of any Confidential Information except to the extent strictly necessary for the Purpose, and any permitted copy shall bear all confidentiality notices appearing on the original and shall constitute Confidential Materials for all purposes of this Agreement.

The Receiving Party shall notify the Disclosing Party in writing immediately, and in any event within [Number] hours, upon becoming aware of or suspecting any Unauthorized Disclosure, which notice shall describe in reasonable detail the nature and extent of the Unauthorized Disclosure, the persons involved, and the measures taken in response.

Following any Unauthorized Disclosure, the Receiving Party shall, at its own cost, take all steps reasonably requested by the Disclosing Party to investigate, contain, mitigate, and remedy such Unauthorized Disclosure, to recover any Confidential Information disclosed, and to prevent any recurrence, and shall cooperate fully with the Disclosing Party in any action the Disclosing Party may elect to take against any third party.

The Receiving Party shall maintain a record of all Representatives to whom Confidential Information has been disclosed, and of the categories of Confidential Information disclosed to each, and shall provide a copy of such record to the Disclosing Party within [Number] days of a written request.

Confidential Information includes all Personal Information and all Project Information, regardless of whether such information is marked, labeled, or otherwise identified as "confidential," "private," or by any similar designation, and regardless of whether the Disclosing Party states at the time of disclosure that such information is confidential.

Without limiting the generality of the foregoing, Confidential Information includes the existence and content of this Agreement, the fact that discussions concerning a possible collaboration are taking place or have taken place, the status and substance of such discussions, and the identities of any persons involved in or connected with the Project.

Confidential Information includes information disclosed by third parties on behalf of the Disclosing Party, information concerning third parties that is disclosed by the Disclosing Party, and information to which the Receiving Party gains access incidentally, including through visits to the Disclosing Party's residence, review of the Disclosing Party's devices or accounts, or attendance at meetings or communications in which the Disclosing Party participates.

Confidential Information includes all information disclosed orally or visually, which the Receiving Party shall treat as Confidential Information from the moment of disclosure without any requirement that the Disclosing Party subsequently confirm or summarize such information in writing.

Confidential Information includes all Derivative Materials, which shall be treated as Confidential Information irrespective of the extent to which they have been prepared, modified, or supplemented by the Receiving Party or its Representatives.

Any combination of individual items of information shall be deemed Confidential Information notwithstanding that one or more of such individual items may fall within an exclusion, unless the combination itself, and its principle of operation or significance, falls within such exclusion.

In the event of any doubt as to whether particular information constitutes Confidential Information, the Receiving Party shall treat such information as Confidential Information unless and until the Disclosing Party confirms otherwise in writing.

The obligations of confidentiality and restrictions on use set forth in this Agreement shall not apply to any Project Information that the Receiving Party can demonstrate by clear and convincing documentary evidence is or becomes generally available to the public, other than as a result of any act or omission of the Receiving Party, its Representatives, or any person acting in breach of a duty of confidentiality owed to the Disclosing Party.

Such obligations shall not apply to any Project Information that the Receiving Party can demonstrate by clear and convincing contemporaneous written records was lawfully in its possession, free of any obligation of confidentiality, prior to its first disclosure by or on behalf of the Disclosing Party.

Such obligations shall not apply to any Project Information that the Receiving Party can demonstrate by clear and convincing documentary evidence was lawfully received from a third party who was not, to the knowledge of the Receiving Party after reasonable inquiry, under any obligation of confidentiality with respect to such information and who did not obtain such information directly or indirectly from the Disclosing Party.

Such obligations shall not apply to any Project Information that the Receiving Party can demonstrate by clear and convincing contemporaneous written records was independently developed by the Receiving Party without any use of, reference to, or reliance upon any Confidential Information and without the participation of any person who had access to Confidential Information.

In light of the inherently private nature of Personal Information, the exclusions set forth in this Section shall apply to Personal Information only where the Receiving Party demonstrates that the specific Personal Information concerned has become generally available to the public with the knowledge and consent of the Disclosing Party, and the Receiving Party acknowledges that the availability of Personal Information from any other public or semi-public source shall not relieve it of its obligations hereunder.

Information shall not be deemed to fall within any exclusion merely because it is embraced by more general information that falls within such exclusion, and the burden of proving that any exclusion applies shall rest at all times exclusively with the Receiving Party.

The Receiving Party shall use the Confidential Information solely and exclusively for the Purpose and for no other purpose whatsoever, whether for its own benefit or for the benefit of any other person.

Without limiting the foregoing, the Receiving Party shall not use any Confidential Information to develop, pursue, finance, promote, or participate in any project, venture, or undertaking that is identical or substantially similar to, or competitive with, the Project, whether alone or together with any other person, unless the Disclosing Party has given its prior written consent.

The Receiving Party shall not, directly or indirectly, use any Confidential Information to contact, solicit, or enter into any arrangement with any person identified in, or introduced to the Receiving Party through, the Confidential Information, including any prospective partner, funder, collaborator, or contact of the Disclosing Party, for any purpose relating to the Project or any similar undertaking, for a period of [Number] months following the last disclosure of Confidential Information, without the prior written consent of the Disclosing Party.

The Receiving Party shall not reverse engineer, decompile, disassemble, analyze the composition of, or otherwise attempt to derive the underlying structure, ideas, or methods of any prototype, sample, software, or other material forming part of the Confidential Information.

The Receiving Party shall not upload, input, or otherwise submit any Confidential Information to any artificial intelligence system, large language model, online translation service, cloud-based analytic tool, or any other third-party service that may retain, process, or use such information for any purpose, without the prior written consent of the Disclosing Party.

The Receiving Party shall not publish, post, or refer to any Confidential Information, directly or indirectly, on any social media platform, website, forum, blog, publication, or other public or semi-public medium, nor make any statement that would permit any third party to identify or infer any Confidential Information.

The Receiving Party shall not use any Confidential Information in any manner that would be detrimental to the personal, reputational, financial, or other interests of the Disclosing Party or any member of the Disclosing Party's family or household, nor seek to apply for, register, or claim any intellectual property right in or based upon any Confidential Information.

Any consent given by the Disclosing Party under this Section shall be effective only if given in writing, shall be limited strictly to its express terms, and may be revoked by the Disclosing Party at any time by written notice to the Receiving Party.

If the Receiving Party or any of its Representatives is required by applicable law, regulation, or a valid and binding order, subpoena, or other demand of a court or governmental authority of competent jurisdiction to disclose any Confidential Information, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice of such requirement, and in any event within [Number] business days of receipt, so as to enable the Disclosing Party to seek a protective order or other appropriate remedy.

Such notice shall include a copy of the relevant order, subpoena, or demand, a description of the Confidential Information requested, and the deadline for compliance, together with such other information as the Disclosing Party may reasonably request.

The Receiving Party shall, at the Disclosing Party's request, cooperate with and assist the Disclosing Party in seeking a protective order, confidential treatment, or other remedy, and shall not oppose any action by the Disclosing Party to obtain such relief, and the reasonable out-of-pocket costs of such cooperation shall be borne by [the Disclosing Party / the Receiving Party].

If, in the absence of a protective order or other remedy, the Receiving Party is nonetheless legally compelled to disclose Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information which, on the written advice of its legal counsel, it is legally required to disclose, and shall use its best efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information so disclosed.

Any Confidential Information disclosed pursuant to this Section shall continue to constitute Confidential Information for all other purposes of this Agreement, and such disclosure shall not relieve the Receiving Party of any of its obligations with respect to such information or with respect to any other Confidential Information.

Nothing in this Section shall permit the Receiving Party to disclose Confidential Information in response to any informal, voluntary, or non-binding request, whether from a governmental authority, journalist, or any other person, and the Receiving Party shall decline any such request.

All Confidential Information is and shall remain the sole and exclusive property of the Disclosing Party, or of the relevant third party from whom the Disclosing Party obtained it, and no disclosure of Confidential Information shall be construed as transferring, conveying, or granting to the Receiving Party any ownership interest, title, or other right therein.

Nothing in this Agreement shall be construed as granting to the Receiving Party, whether expressly, by implication, by estoppel, or otherwise, any license or other right under any copyright, patent, trademark, design right, trade secret, right of publicity, right of privacy, or other intellectual property or proprietary right of the Disclosing Party, other than the limited, revocable, non-transferable right to use the Confidential Information solely for the Purpose and strictly in accordance with this Agreement.

All Derivative Materials shall be owned exclusively by the Disclosing Party, and to the extent the Receiving Party acquires any right, title, or interest in any Derivative Materials or in any idea, improvement, or modification arising from or based upon the Confidential Information, the Receiving Party hereby irrevocably assigns all such right, title, and interest to the Disclosing Party, and agrees to execute such further documents as the Disclosing Party may reasonably request to perfect such assignment.

To the extent any right in Derivative Materials cannot be assigned under applicable law, the Receiving Party hereby irrevocably waives, and agrees not to assert, any such right against the Disclosing Party or its successors and licensees.

The Receiving Party acknowledges that the Disclosing Party may possess or acquire information similar to information that the Receiving Party may disclose or develop, and nothing in this Agreement shall restrict the Disclosing Party from developing, using, or exploiting the Project or any related information, alone or with any other person.

All rights not expressly granted to the Receiving Party under this Agreement are reserved exclusively to the Disclosing Party.

All Confidential Information is provided "as is" and "with all faults," and the Disclosing Party makes no representation or warranty of any kind, express or implied, as to the accuracy, completeness, reliability, adequacy, merchantability, fitness for a particular purpose, or non-infringement of any Confidential Information.

The Disclosing Party shall have no liability whatsoever to the Receiving Party or any of its Representatives arising from or relating to the use of, or reliance upon, any Confidential Information, or any errors therein or omissions therefrom, and the Receiving Party shall make its own independent evaluation of the Confidential Information.

Any projections, forecasts, estimates, budgets, or other forward-looking statements contained in the Confidential Information reflect the subjective views of the Disclosing Party at the time made, are inherently uncertain, and shall not be relied upon as representations of future results.

The Disclosing Party shall have no obligation to update, supplement, or correct any Confidential Information, or to inform the Receiving Party of any inaccuracy therein of which the Disclosing Party may become aware.

Only those representations and warranties, if any, that may be expressly made in a definitive written agreement governing a collaboration between the Parties, when, as, and if executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect.

This Agreement shall become effective on the Effective Date and, together with the obligations of confidentiality and restrictions on use set forth herein, shall continue in full force and effect indefinitely, without limitation as to time.

The Receiving Party's obligations under this Agreement shall survive and continue in full force and effect notwithstanding the conclusion or abandonment of the Parties' discussions, the completion of the Purpose, any decision not to proceed with a collaboration, the return or destruction of Confidential Materials, or any termination of the Parties' relationship for any reason whatsoever.

The Disclosing Party may at any time, by written notice to the Receiving Party, terminate further disclosure of Confidential Information and require the Receiving Party to cease all use of Confidential Information, whereupon the Purpose shall be deemed concluded, without prejudice to the continuing obligations of the Receiving Party hereunder.

The Receiving Party shall have no right to terminate this Agreement or any obligation hereunder, and the obligations of the Receiving Party may be released, in whole or in part, only by an express written instrument signed by the Disclosing Party specifically identifying the Confidential Information so released.

If and to the extent that a court or tribunal of competent jurisdiction determines that an indefinite duration is unenforceable with respect to any category of Confidential Information under applicable law, the obligations hereunder with respect to such category shall continue for the maximum period permitted by applicable law and, in any event, for not less than [Number] years following the date of the last disclosure of Confidential Information, provided that obligations with respect to Personal Information and any information constituting a trade secret shall continue for so long as such information retains its private or secret character.

The expiry or termination of any obligation hereunder shall not affect any rights, remedies, or liabilities of either Party that accrued prior to such expiry or termination, including the Disclosing Party's right to recover for any breach committed before such date.

Upon the written request of the Disclosing Party at any time, for any reason or for no reason, and in any event upon the conclusion or abandonment of the Purpose, the Receiving Party shall, at the Disclosing Party's sole election as specified in such request, either return to the Disclosing Party or destroy all Confidential Materials in the possession, custody, or control of the Receiving Party or any of its Representatives.

The Receiving Party shall complete such return or destruction within [Number] days of the Disclosing Party's request, and shall bear all costs associated therewith, including the cost of any secure delivery of returned Confidential Materials to such address as the Disclosing Party may designate.

Where the Disclosing Party elects destruction, the Receiving Party shall destroy all physical Confidential Materials by shredding, incineration, or another method rendering them permanently unreadable, and shall permanently delete and expunge all electronic Confidential Materials from all devices, accounts, storage media, and backup or archival systems using methods that prevent recovery or reconstruction.

Where the Disclosing Party elects return, the Receiving Party shall return all original Confidential Materials together with all copies thereof, and shall thereafter permanently destroy, in the manner described above, any Derivative Materials and any electronic copies that cannot reasonably be returned, unless the Disclosing Party specifically requests their delivery.

Within [Number] days following completion of such return or destruction, the Receiving Party shall deliver to the Disclosing Party a written certificate, signed by the Receiving Party, confirming that all Confidential Materials have been returned or destroyed in accordance with the Disclosing Party's election and this Section, and identifying any Representatives who held Confidential Materials and confirming their compliance.

If the Receiving Party is required by applicable law to retain any Confidential Materials, it shall notify the Disclosing Party in writing, specifying the materials retained and the legal basis for retention, shall retain only the minimum required, shall make no further use of such materials, and shall destroy them promptly upon the expiry of the legal retention requirement.

Neither the return nor the destruction of Confidential Materials shall relieve the Receiving Party of its continuing obligations under this Agreement with respect to any Confidential Information, including any Confidential Information retained in the unaided memory of the Receiving Party or its Representatives, which shall not be used or disclosed for any purpose.

The Receiving Party acknowledges and agrees that the Confidential Information is of a special, unique, and highly sensitive character, that any breach or threatened breach of this Agreement would cause the Disclosing Party immediate and irreparable harm, including harm to privacy, reputation, and personal wellbeing, for which monetary damages alone would not be an adequate remedy.

Accordingly, in the event of any actual or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek and obtain a temporary restraining order, preliminary and permanent injunctive relief, specific performance, and any other court order restraining such breach or compelling compliance, without the necessity of proving actual damages or the inadequacy of monetary remedies, and the Receiving Party hereby waives, to the fullest extent permitted by law, any requirement that the Disclosing Party post a bond or other security as a condition of obtaining such relief.

In addition to and without limiting any such court order, the Disclosing Party shall be entitled to recover from the Receiving Party compensation for all losses, damages, costs, and expenses suffered or incurred by the Disclosing Party as a result of any breach of this Agreement by the Receiving Party or its Representatives, including direct losses, consequential losses that were reasonably foreseeable, losses arising from damage to reputation or personal interests, loss of opportunity in connection with the Project, and any profits or other benefits obtained by the Receiving Party or any third party through such breach.

The Receiving Party shall reimburse the Disclosing Party for all reasonable attorneys' fees, court costs, expert fees, and other expenses incurred by the Disclosing Party in investigating any breach or threatened breach and in enforcing this Agreement, provided that the Disclosing Party prevails in whole or in substantial part in any such enforcement proceeding.

The rights and remedies provided in this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available to the Disclosing Party under applicable law, and the exercise of any one right or remedy shall not preclude the exercise of any other.

The Receiving Party agrees that, in any proceeding arising from a breach of this Agreement, it shall not assert as a defense that the Disclosing Party has an adequate remedy in damages or that the Confidential Information has lost its confidential character by reason of the Receiving Party's own breach.

Any failure or delay by the Disclosing Party in seeking a remedy for any breach shall not be construed as a waiver of such breach or of any subsequent breach, and the Disclosing Party may elect to pursue any remedy at any time within the applicable limitation period.

The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party and the Disclosing Party's heirs, personal representatives, and permitted assigns (the "Indemnified Persons") from and against any and all claims, demands, actions, liabilities, losses, damages, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to any breach of this Agreement by the Receiving Party or any of its Representatives, or any Unauthorized Disclosure occurring while Confidential Information was in the possession, custody, or control of the Receiving Party or its Representatives.

Such indemnity shall extend to any claim brought against any Indemnified Person by any third party, including any member of the Disclosing Party's family or household or any other person whose information forms part of the Confidential Information, arising from any such breach or Unauthorized Disclosure.

The Disclosing Party shall give the Receiving Party written notice of any third-party claim for which indemnification is sought within a reasonable time after becoming aware of it, provided that any delay in giving such notice shall relieve the Receiving Party of its obligations only to the extent the Receiving Party is materially prejudiced thereby.

The Disclosing Party shall be entitled, at its election, either to conduct the defense of any such claim with counsel of its choosing at the Receiving Party's expense, or to require the Receiving Party to assume such defense with counsel reasonably acceptable to the Disclosing Party, in which case the Disclosing Party may participate in the defense with its own counsel at its own expense.

The Receiving Party shall not settle, compromise, or consent to the entry of any judgment in respect of any claim covered by this Section without the prior written consent of the Disclosing Party, particularly where such settlement would involve any admission on behalf of, any obligation upon, or any disclosure of further information concerning, any Indemnified Person.

The obligations under this Section shall be in addition to, and not in limitation of, any other remedies available to the Disclosing Party, and shall survive indefinitely.

Nothing in this Agreement, and no disclosure of Confidential Information, shall obligate either Party to enter into any collaboration, partnership, joint venture, agency, employment, or other relationship or agreement, or to continue discussions concerning any such arrangement.

Unless and until a definitive written agreement regarding a collaboration has been executed by both Parties, neither Party shall be under any legal obligation of any kind with respect to such collaboration by virtue of this Agreement, except for the matters expressly agreed herein.

The Disclosing Party reserves the right, in its sole and absolute discretion, to reject any and all proposals made by the Receiving Party, to terminate discussions at any time without giving any reason, and to pursue the Project alone or with any other person, without any liability to the Receiving Party.

The Receiving Party shall bear all of its own costs and expenses incurred in connection with the Purpose, the evaluation of the Confidential Information, and any discussions between the Parties, and shall have no claim against the Disclosing Party for reimbursement, compensation, or reward of any kind, whether for time spent, ideas contributed, or otherwise.

Nothing in this Agreement shall be construed as creating any fiduciary relationship, partnership, or agency between the Parties, and neither Party shall have any authority to bind or act on behalf of the other.

This Agreement and any dispute, claim, or controversy arising out of or in connection with it or its subject matter or formation, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of [Governing Jurisdiction], without regard to any conflict-of-laws principles that would result in the application of the laws of any other jurisdiction.

The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation, which shall be initiated by written notice from one Party to the other describing the dispute in reasonable detail.

If the dispute is not resolved within [Number] days following the delivery of such notice, either Party may submit the dispute to the [exclusive] jurisdiction of the courts located in [City/County, State/Province, Country], and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any objection based on inconvenient forum or improper venue.

Notwithstanding the foregoing, nothing in this Section shall restrict or delay the right of the Disclosing Party to seek a temporary restraining order, injunction, or other urgent or interim relief at any time, in the courts of [Governing Jurisdiction] or in any other court of competent jurisdiction, including any court in the jurisdiction where the Receiving Party resides or where any breach or threatened breach occurs.

To the fullest extent permitted by applicable law, each Party hereby knowingly, voluntarily, and intentionally waives any right to a trial by jury in any proceeding arising out of or relating to this Agreement.

The Parties shall take all reasonable steps to preserve the confidentiality of the Confidential Information in any proceeding, including by requesting that pleadings and evidence be filed under seal and that hearings concerning Personal Information be conducted in private, where permitted.

Each Party consents to service of process in any proceeding by delivery in the manner provided for notices in this Agreement, in addition to any other method permitted by applicable law.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, negotiations, and agreements, whether written or oral, relating thereto, provided that nothing herein shall limit any obligation of confidentiality owed to the Disclosing Party under applicable law or any other instrument.

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both Parties, or, in the case of a waiver, by the Party against whom the waiver is to be enforced, and no failure or delay in exercising any right hereunder shall operate as a waiver thereof.

The Receiving Party may not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the Disclosing Party, and any purported assignment in violation hereof shall be null and void; the Disclosing Party may assign its rights hereunder to any person upon written notice to the Receiving Party.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, personal representatives, and permitted successors and assigns, and the obligations of the Receiving Party shall bind its estate in the event of death or incapacity.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such provision shall be modified to the minimum extent necessary to render it enforceable while preserving to the greatest extent possible the original intent of the Parties, and the remaining provisions shall continue in full force and effect.

All notices under this Agreement shall be in writing and shall be deemed duly given when delivered personally, one business day after dispatch by a recognized overnight courier, or upon transmission by email with confirmation of receipt, in each case to the addresses set forth in the signature section of this Agreement or such other address as a Party may designate by written notice.

Each Party acknowledges that it has read and understood this Agreement, has had the opportunity to obtain independent legal advice, and enters into this Agreement freely and voluntarily, acting in its personal capacity.

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, and signatures delivered by electronic means, including by scanned copy or electronic signature, shall be deemed original signatures for all purposes.

Any provisions of this Agreement which by their nature are intended to survive the conclusion of the Purpose or the termination of discussions, including those relating to confidentiality, ownership, remedies, indemnification, and governing law, shall so survive.