Personal Non-Disclosure Agreement Template

"Agreement" means this Non-Disclosure Agreement, including the recitals set forth above, as the same may be amended, supplemented, or modified from time to time in accordance with its terms.

"Confidential Information" means any and all information, data, and materials, in whatever form or medium and whether or not marked or designated as confidential, that are disclosed or made available, directly or indirectly, by or on behalf of the Disclosing Party to the Receiving Party, or that the Receiving Party otherwise observes, obtains, or learns, before, on, or after the Effective Date, in connection with the Proposed Collaboration. Confidential Information includes, without limitation, Personal Information; ideas, concepts, plans, designs, drafts, works of authorship, inventions, know-how, methods, and strategies relating to the Disclosing Party's project; financial, family, health, residential, and lifestyle information; correspondence, notes, and recordings; the identities of, and information about, any persons with whom the Disclosing Party has a personal, creative, or commercial relationship; and all Derivative Materials. Confidential Information further includes the fact that the Parties are evaluating the Proposed Collaboration and the existence and terms of this Agreement.

"Confidential Materials" means all tangible and electronic embodiments of Confidential Information, including documents, files, photographs, audio and video recordings, drawings, prototypes, samples, electronic messages, storage media, and any copies, reproductions, excerpts, or summaries thereof, together with all Derivative Materials, in the possession, custody, or control of the Receiving Party or any Representative.

"Derivative Materials" means all notes, analyses, compilations, studies, summaries, translations, interpretations, extracts, forecasts, and other documents or materials, in any form, prepared by or for the Receiving Party or any Representative that contain, reflect, are based upon, or are derived in whole or in part from any Confidential Information.

"Personal Information" means any information relating to an identified or identifiable natural person, including the Disclosing Party and any member of the Disclosing Party's family or household, any acquaintance of the Disclosing Party, or any other individual referenced in the Confidential Information, including names, images, voice recordings, contact details, addresses, identification numbers, financial account details, health information, personal history, private communications, and online identifiers.

"Permitted Purpose" means the sole and exclusive purpose of evaluating, assessing, and discussing with the Disclosing Party whether the Parties should enter into the Proposed Collaboration, and, if so, on what terms.

"Proposed Collaboration" means the possible collaboration between the Parties relating to [general description of the project or collaboration], which may or may not be entered into at the sole discretion of each Party.

"Representatives" means those professional advisers of the Receiving Party, namely attorneys, accountants, and [other categories, if any], who are bound by professional duties of confidentiality or by written confidentiality obligations no less protective than those set forth in this Agreement, and whom the Disclosing Party has approved in advance and in writing, by name, as recipients of Confidential Information.

"Unauthorized Disclosure" means any actual or reasonably suspected access to, or acquisition, use, disclosure, copying, modification, loss, or destruction of, any Confidential Information or Confidential Materials that is not expressly permitted by this Agreement, whether accidental or intentional and whether by the Receiving Party, any Representative, or any third party.

"Applicable Law" means all laws, statutes, regulations, rules, orders, judgments, and decrees of any governmental, judicial, or regulatory authority having jurisdiction over the Parties or the subject matter of this Agreement.

In this Agreement, unless the context otherwise requires: headings and section references are for convenience only and do not affect interpretation; words in the singular include the plural and vice versa; words denoting any gender include all genders; the words "include," "includes," and "including" are deemed to be followed by "without limitation"; the word "or" is not exclusive; references to "writing" or "written" include email but exclude text and instant messages unless expressly agreed otherwise; 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 Receiving Party shall hold all Confidential Information in the strictest confidence and shall not, directly or indirectly, disclose, publish, disseminate, communicate, or otherwise make available any Confidential Information, in whole or in part, to any person or entity other than a Representative, except as expressly permitted by Section 6 (Compelled Disclosure Required by Law) or with the prior written consent of the Disclosing Party, which consent may be withheld, conditioned, or withdrawn in the Disclosing Party's sole and absolute discretion.

The Receiving Party shall disclose Confidential Information to a Representative only to the extent strictly necessary for that Representative to advise the Receiving Party in connection with the Permitted Purpose, and only after informing that Representative of the confidential nature of the Confidential Information and of the obligations imposed by this Agreement. The Receiving Party shall, upon the Disclosing Party's request, provide written evidence that each Representative is bound by confidentiality obligations as required by the definition of "Representatives."

The Receiving Party shall be fully and unconditionally liable for any act or omission of any Representative, or of any other person who obtains access to Confidential Information through or by reason of 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 not copy, reproduce, photograph, record, scan, transcribe, or otherwise duplicate any Confidential Information or Confidential Materials, except to the limited extent strictly necessary for the Permitted Purpose, and shall ensure that every permitted copy bears all confidentiality and proprietary notices appearing on the original.

The Receiving Party shall not analyze, decompile, disassemble, reverse engineer, or attempt to derive the composition, underlying ideas, or source of any Confidential Information or Confidential Materials, except to the extent that such analysis is expressly authorized in writing by the Disclosing Party as part of the Permitted Purpose.

The Receiving Party shall not, without the Disclosing Party's prior written consent, contact, solicit, or communicate with any person identified in or ascertainable from the Confidential Information, including any family member, acquaintance, prospective partner, funder, publisher, or other contact of the Disclosing Party, regarding the Disclosing Party, the Confidential Information, or the Proposed Collaboration.

The Receiving Party shall not, during the period in which the obligations under this Agreement remain in effect, use any Confidential Information to pursue, develop, or participate in, alone or with any third party, any project, venture, or undertaking that is the same as or substantially similar to the project described in the recitals, or that otherwise circumvents the Disclosing Party.

The Receiving Party shall comply with all reasonable written instructions given by the Disclosing Party from time to time concerning the handling, storage, and protection of particular items of Confidential Information, provided that such instructions do not diminish any obligation of the Receiving Party under this Agreement.

The Disclosing Party may disclose Confidential Information to the Receiving Party orally, visually, in writing, electronically, by demonstration, or by any other means, and Confidential Information disclosed by any such means shall be protected under this Agreement regardless of whether it is marked, labeled, identified, or confirmed in writing as confidential at the time of disclosure or thereafter.

The Disclosing Party shall determine, in its sole and absolute discretion, what Confidential Information, if any, to disclose to the Receiving Party, as well as the timing, manner, and extent of any such disclosure. Nothing in this Agreement obligates the Disclosing Party to disclose any particular information or to continue any disclosure once commenced.

Confidential Information disclosed to the Receiving Party prior to the Effective Date in contemplation of the Proposed Collaboration shall be deemed to have been disclosed under, and shall be subject to, this Agreement as if disclosed on or after the Effective Date.

The Receiving Party acknowledges that the Confidential Information may include highly sensitive Personal Information and private matters concerning the Disclosing Party and third parties, the disclosure of which could cause serious personal, reputational, emotional, and financial harm, and the Receiving Party agrees that the protections of this Agreement are reasonable and proportionate in light of that sensitivity.

The Receiving Party shall not seek, request, or attempt to obtain any information concerning the Disclosing Party or the Disclosing Party's project from any third party, public record search, or other source for the purpose of supplementing, verifying, or expanding upon the Confidential Information, except with the prior written consent of the Disclosing Party; any information so obtained in breach of this clause shall be deemed Confidential Information.

The Disclosing Party may designate a particular means of access to Confidential Information, including supervised in-person review, view-only access to electronic files, or access through a password-protected platform, and the Receiving Party shall access such Confidential Information solely through the means so designated and shall not circumvent any access restriction imposed by the Disclosing Party.

Any disclosure made by a person acting on behalf of, or at the direction of, the Disclosing Party shall be treated as a disclosure by the Disclosing Party for all purposes of this Agreement.

The obligations set forth in this Agreement shall not apply to any particular information that the Receiving Party demonstrates, by clear and convincing documentary evidence, was generally available to the public at the time of its disclosure to the Receiving Party, or thereafter becomes generally available to the public, in each case other than as a result of any act or omission of the Receiving Party, any Representative, or any person acting in breach of a duty of confidentiality owed to the Disclosing Party.

The obligations set forth in this Agreement shall not apply to any particular information that the Receiving Party demonstrates, by clear and convincing contemporaneous written records, was lawfully in the Receiving Party's possession, free of any obligation of confidentiality, prior to its first disclosure by or on behalf of the Disclosing Party.

The obligations set forth in this Agreement shall not apply to any particular information that the Receiving Party demonstrates, by clear and convincing documentary evidence, was lawfully received by the Receiving Party from a third party who was not, to the Receiving Party's knowledge after reasonable inquiry, bound by any obligation of confidentiality to the Disclosing Party and who had the lawful right to disclose such information without restriction.

The obligations set forth in this Agreement shall not apply to any particular information that the Receiving Party demonstrates, 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.

Confidential Information shall not be deemed to fall within any of the foregoing exclusions merely because individual features, components, or elements thereof are publicly available or in the Receiving Party's possession, unless the combination, compilation, arrangement, and principle of operation as a whole are themselves publicly available or in the Receiving Party's possession on the terms described above; nor shall specific information be deemed excluded merely because more general information is so available.

Notwithstanding any other provision of this Section, Personal Information concerning the Disclosing Party or any third party shall not cease to be Confidential Information by reason of its availability from any public or third-party source, unless the Disclosing Party has itself voluntarily and intentionally made such Personal Information publicly available.

The burden of proving that any information falls within an exclusion set forth in this Section shall rest solely with the Receiving Party, and any exclusion shall apply only to the specific portion of information so proven and not to any related or surrounding Confidential Information.

The Receiving Party shall use the Confidential Information solely and exclusively for the Permitted Purpose and for no other purpose whatsoever, whether personal, commercial, academic, journalistic, creative, or otherwise.

Without limiting the generality of the foregoing, the Receiving Party shall not use any Confidential Information to obtain any personal, financial, commercial, or competitive advantage, or in any manner that is or could reasonably be expected to be detrimental to the Disclosing Party or to any person to whom the Personal Information relates.

The Receiving Party shall not publish, post, share, discuss, or refer to any Confidential Information, or to the Disclosing Party's project or the Proposed Collaboration, on any social media platform, website, blog, podcast, forum, messaging group, or other public or semi-public channel, whether under the Receiving Party's own name, anonymously, or under a pseudonym.

The Receiving Party shall not input, upload, or submit any Confidential Information into any generative artificial intelligence tool, large language model, chatbot, automated translation service, or other third-party software service that may store, process, learn from, or reproduce such information, unless the Disclosing Party has expressly approved the specific tool or service in writing.

The Receiving Party shall not use any Confidential Information to create, file, register, or claim any patent, copyright, trademark, design, domain name, or other intellectual property right or application, and shall not use any Confidential Information to create any work, product, or service, other than Derivative Materials prepared strictly for the Permitted Purpose.

The Receiving Party shall not sell, license, lease, transfer, pledge, or otherwise commercialize or encumber any Confidential Information or Confidential Materials.

The Permitted Purpose shall automatically lapse, and the Receiving Party shall immediately cease all use of the Confidential Information, upon the earliest of the Receiving Party's notice that it does not wish to proceed with the Proposed Collaboration, the Disclosing Party's notice that it has elected not to proceed or wishes to end the disclosure of Confidential Information, or the execution of a definitive written agreement governing the Proposed Collaboration that expressly supersedes this Section.

If the Receiving Party or any Representative is requested or required by Applicable Law, by subpoena, court order, civil investigative demand, or by any other legal or governmental process, to disclose any Confidential Information, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice of such request or requirement, and in any event within [number] days of receipt and before any disclosure is made, together with a copy of the relevant demand and all related documentation.

The Receiving Party shall consult and cooperate with the Disclosing Party, at the Disclosing Party's direction, with respect to the timing and content of any such disclosure and with respect to any effort by the Disclosing Party to resist, narrow, or limit the scope of the request or requirement, to obtain a protective order, confidentiality order, or other appropriate remedy, or to seek confidential treatment of the information disclosed.

The Receiving Party shall not oppose, and shall reasonably support, any action by the Disclosing Party to obtain a protective order or other remedy, and shall refrain from making any disclosure for so long as any motion or application for such relief is pending, to the extent permitted by Applicable Law.

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 may disclose only that portion of the Confidential Information which its legal counsel advises in writing is legally required to be disclosed, and shall exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to the information so disclosed.

Any Confidential Information disclosed pursuant to this Section shall continue to be Confidential Information for all other purposes of this Agreement, and such compelled disclosure shall not relieve the Receiving Party of any other obligation under this Agreement.

The Receiving Party shall bear its own costs and expenses incurred in complying with this Section, including the fees of its own legal counsel.

Nothing in this Agreement shall be construed to prohibit the Receiving Party from reporting a possible violation of Applicable Law to any governmental or law enforcement authority, or from making any other disclosure that is protected under Applicable Law, in each case to the extent that such right cannot lawfully be waived; provided that the Receiving Party shall disclose only such Confidential Information as is strictly necessary for that purpose.

The Receiving Party shall protect the Confidential Information using at least the same degree of care that the Receiving Party uses to protect its own most sensitive personal and financial information, and in no event less than a high degree of care that a reasonable and prudent person would exercise in protecting highly sensitive information of a comparable nature.

The Receiving Party shall store all Confidential Materials in physical form in a locked and secure location to which no person other than the Receiving Party and approved Representatives has access, and shall not leave any Confidential Materials unattended in any public place, vehicle, shared accommodation, or other location where they could be viewed or taken by any unauthorized person.

The Receiving Party shall store Confidential Materials in electronic form only on devices and accounts that are owned or exclusively controlled by the Receiving Party, that are protected by strong passwords and, where reasonably available, multi-factor authentication and encryption, and that are kept up to date with current security patches; the Receiving Party shall not store or access Confidential Information on any shared, public, or employer-owned device or account.

The Receiving Party shall not transmit any Confidential Information by any unsecured or unencrypted means, and shall not forward or synchronize Confidential Information to any cloud service, backup service, or account other than one expressly approved in writing by the Disclosing Party.

The Receiving Party shall not discuss Confidential Information in any public place or in any circumstances in which the discussion may reasonably be overheard by any person not authorized to receive it.

The Receiving Party shall maintain a written record identifying each Representative to whom Confidential Information has been disclosed, the nature of the Confidential Information so disclosed, and the date of such disclosure, and shall provide a copy of such record to the Disclosing Party within [number] days of the Disclosing Party's written request.

The Receiving Party shall, upon the Disclosing Party's reasonable written request, confirm in writing its compliance with this Section and describe the security measures then in place to protect the Confidential Information.

All Confidential Information and Confidential Materials are and shall remain the sole and exclusive property of the Disclosing Party or, as applicable, of the third parties from whom the Disclosing Party lawfully obtained them, and the Receiving Party acquires no right, title, or interest therein by reason of this Agreement or any disclosure hereunder.

Nothing in this Agreement, and no disclosure of Confidential Information hereunder, shall be construed as granting or conferring upon the Receiving Party, expressly, by implication, by estoppel, or otherwise, any license, right, or interest under any copyright, patent, trademark, trade secret, design right, right of publicity, right of privacy, or other intellectual property or proprietary right of the Disclosing Party or any third party.

The Disclosing Party expressly reserves all rights in and to the Confidential Information not expressly granted to the Receiving Party under this Agreement, including the unrestricted right to use, disclose, develop, commercialize, and otherwise exploit the Confidential Information and the project described in the recitals, alone or with any other person, at any time and without any obligation to the Receiving Party.

All Derivative Materials shall, as between the Parties, be deemed Confidential Information owned by the Disclosing Party to the extent they contain or reflect Confidential Information, and the Receiving Party hereby assigns, and agrees to assign, to the Disclosing Party all right, title, and interest it may have or acquire in any portion of Derivative Materials that embodies the Disclosing Party's ideas, concepts, or works.

Any comments, suggestions, ideas, or feedback that the Receiving Party provides to the Disclosing Party concerning the Disclosing Party's project or the Confidential Information may be used, incorporated, and exploited by the Disclosing Party freely, in perpetuity, without restriction, attribution, or any obligation of compensation to the Receiving Party, and the Receiving Party hereby waives any claim to the contrary, except as may otherwise be agreed in a definitive written agreement governing the Proposed Collaboration.

The Receiving Party shall not contest, challenge, or take any action inconsistent with the Disclosing Party's ownership of, or rights in, the Confidential Information, and shall not assist any third party in doing so.

The Receiving Party acknowledges and agrees that neither this Agreement nor any disclosure of Confidential Information hereunder creates any obligation on the part of either Party to enter into the Proposed Collaboration or any other agreement, relationship, or transaction, or to continue discussions concerning the same.

The Disclosing Party may, at any time and for any reason or no reason, in its sole and absolute discretion, suspend or terminate discussions concerning the Proposed Collaboration, decline to provide further Confidential Information, or pursue the project described in the recitals with any other person, without any liability whatsoever to the Receiving Party.

No agreement providing for the Proposed Collaboration shall be deemed to exist between the Parties unless and until a definitive written agreement has been executed and delivered by both Parties, and the Parties hereby waive, in advance, any claim, including any claim based on reliance, promissory estoppel, or implied contract, arising from any oral or written statement or course of conduct in the absence of such a definitive written agreement.

All Confidential Information is provided "AS IS" and "WITH ALL FAULTS." The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, reliability, quality, non-infringement, or fitness for any particular purpose of any Confidential Information, and all such representations and warranties are hereby expressly disclaimed to the fullest extent permitted by Applicable Law.

The Disclosing Party shall have no liability to the Receiving Party or any Representative arising from or relating to the Receiving Party's use of, or reliance upon, any Confidential Information, or any error therein or omission therefrom, and the Receiving Party shall rely solely upon its own independent evaluation in connection with the Permitted Purpose.

Only those representations and warranties, if any, that are expressly set forth in a definitive written agreement governing the Proposed Collaboration, when and if executed, shall have any legal effect, and then only subject to the limitations and restrictions specified therein.

This Agreement shall become effective on the Effective Date and shall continue in full force and effect until terminated in accordance with this Section.

Either Party may terminate the period during which Confidential Information may be disclosed under this Agreement by giving written notice to the other Party; provided, however, that no such termination shall affect any obligation of the Receiving Party with respect to Confidential Information disclosed or obtained prior to the effective date of such termination.

The obligations of the Receiving Party under this Agreement with respect to all Confidential Information shall commence upon the earlier of the Effective Date and the date of first disclosure, and shall continue indefinitely and in perpetuity, without limitation as to time, notwithstanding any termination or expiration of this Agreement, the conclusion or abandonment of discussions concerning the Proposed Collaboration, or the return or destruction of Confidential Materials.

The Receiving Party acknowledges that the indefinite duration of its obligations is reasonable and necessary in view of the personal and highly sensitive nature of the Confidential Information, which does not lose its sensitivity with the passage of time.

If any court or tribunal of competent jurisdiction determines that an indefinite duration is unenforceable with respect to any particular item or category of Confidential Information, the obligations of the Receiving Party with respect to such item or category shall continue for the longest period permitted by Applicable Law, and in any event for not less than [number] years following the date of termination of this Agreement, while remaining indefinite with respect to all other Confidential Information, including all Personal Information and all information qualifying as a trade secret under Applicable Law.

Termination of this Agreement shall be without prejudice to any rights, remedies, or claims of the Disclosing Party accrued prior to termination, and the provisions of this Agreement which by their nature are intended to survive termination, including those concerning confidentiality, restrictions on use, ownership, return or destruction of Confidential Materials, remedies, indemnification, and governing law and dispute resolution, shall survive any termination or expiration of this Agreement.

At any time upon the written request of the Disclosing Party, and in any event without request within [number] days following the termination of this Agreement or the lapse of the Permitted Purpose, the Receiving Party shall, at the Disclosing Party's sole election as specified in such request or, absent a request, in a written notice that the Receiving Party shall seek from the Disclosing Party, either return to the Disclosing Party or destroy all Confidential Materials.

The Disclosing Party may elect return for certain Confidential Materials and destruction for others, and may specify the manner, place, and method of return, including delivery in person or by secure, tracked courier to such address as the Disclosing Party designates, at the Receiving Party's sole cost and risk.

Where destruction is elected, the Receiving Party shall destroy all physical Confidential Materials by cross-cut shredding, incineration, or another method that renders them permanently unreadable and irrecoverable, and shall permanently delete all electronic Confidential Materials from all devices, accounts, storage media, email systems, messaging applications, and cloud services, including any trash, recycle, or deleted-items folders, using means that prevent their reconstruction.

All Derivative Materials shall be destroyed, and not returned, unless the Disclosing Party specifically requests their return in writing.

The Receiving Party shall cause each Representative to comply with this Section with respect to all Confidential Materials in such Representative's possession, custody, or control.

Within [number] days after completion of the 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 this Section and that no copies have been retained by the Receiving Party or any Representative.

If, notwithstanding the Receiving Party's diligent efforts, any Confidential Information remains on automatic backup systems that cannot reasonably be accessed or deleted, the Receiving Party shall disclose the existence and location of such backups to the Disclosing Party in the certificate described above, shall not access or restore such information, and shall delete it at the earliest technically practicable opportunity; all such retained information shall remain subject to this Agreement indefinitely.

The return or destruction of Confidential Materials shall not release the Receiving Party from any obligation under this Agreement, including the obligation to keep confidential any Confidential Information retained in the Receiving Party's memory, which the Receiving Party shall not use or disclose for any purpose.

The Receiving Party shall notify the Disclosing Party in writing immediately, and in any event within [number] hours, after becoming aware of any Unauthorized Disclosure or of any breach or threatened breach of this Agreement by the Receiving Party, any Representative, or any other person.

Such notice shall describe, to the extent then known, the nature and circumstances of the Unauthorized Disclosure, the Confidential Information affected, the identity of any person who received or may have received such Confidential Information, the date and duration of the Unauthorized Disclosure, and the measures taken or proposed to be taken in response, and the Receiving Party shall promptly supplement such notice as further information becomes available.

The Receiving Party shall, at its own cost, take all steps reasonably necessary or requested by the Disclosing Party to contain, mitigate, and remedy the Unauthorized Disclosure, including the recovery of any Confidential Materials, the deletion of any Confidential Information from any location where it has been published or stored without authorization, and the securing of any compromised device or account.

The Receiving Party shall cooperate fully with the Disclosing Party in investigating the Unauthorized Disclosure and in any action, proceeding, or demand that the Disclosing Party may elect to bring against any person involved, including by providing information, documents, and testimony.

The Receiving Party shall not notify any third party, other than its legal counsel or any authority to whom notification is mandatory under Applicable Law, of any Unauthorized Disclosure, and shall not make any public statement concerning it, without the prior written consent of the Disclosing Party.

The Receiving Party shall reimburse the Disclosing Party for all reasonable costs and expenses incurred by the Disclosing Party in investigating, containing, and remedying any Unauthorized Disclosure caused by or attributable to the Receiving Party or any Representative, including reasonable attorneys' fees, forensic and technical expert fees, and the costs of any notifications to affected persons.

Compliance with this Section shall not relieve the Receiving Party of liability for the breach or Unauthorized Disclosure giving rise to the notification, nor limit any remedy available to the Disclosing Party.

The Receiving Party acknowledges and agrees that the Confidential Information is of a unique, personal, and sensitive character, that any breach or threatened breach of this Agreement would cause the Disclosing Party immediate and irreparable harm for which monetary damages alone would not be an adequate remedy, and that the Disclosing Party shall be entitled to injunctive relief as provided in this Section.

In the event of any breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to a temporary restraining order, preliminary and permanent injunctive relief, specific performance, and any other equitable relief that a court of competent jurisdiction may deem appropriate to restrain such breach or threatened breach and to compel compliance with this Agreement, without the necessity of proving actual damages or the inadequacy of monetary remedies, and without the requirement of posting any bond or other security, or, where a bond or security is mandatory under Applicable Law, upon posting a bond or security in the minimum amount permitted.

In addition to, and not in lieu of, any equitable relief, the Disclosing Party shall be entitled to recover from the Receiving Party all damages, losses, and harm resulting from any breach of this Agreement by the Receiving Party or any Representative, including direct, indirect, consequential, and incidental damages, damages for emotional distress and harm to reputation to the extent recoverable under Applicable Law, and any profits, benefits, or advantages obtained by the Receiving Party or any third party through the unauthorized use or disclosure of Confidential Information.

The Receiving Party shall account for and pay over to the Disclosing Party all compensation, profits, monies, and other benefits derived or received by the Receiving Party or any Representative, directly or indirectly, from any use or disclosure of Confidential Information in breach of this Agreement.

In any action or proceeding to enforce this Agreement, the Disclosing Party, if it prevails in whole or in part, shall be entitled to recover from the Receiving Party all reasonable attorneys' fees, court costs, expert fees, and other expenses incurred in connection therewith, including in any appeal.

All rights and remedies of the Disclosing Party under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available under Applicable Law, and the exercise of any one right or remedy shall not preclude or waive the exercise of any other.

No limitation or exclusion of liability shall apply to the benefit of the Receiving Party in respect of any breach of this Agreement, and the Receiving Party shall not assert as a defense that the Disclosing Party has failed to mitigate damages where the Receiving Party has failed to comply with its own obligations of notification and mitigation under this Agreement.

The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party and the Disclosing Party's heirs, personal representatives, and permitted assigns from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, fines, penalties, judgments, settlements, costs, and expenses, including reasonable attorneys' fees and expert fees, arising out of or relating to any breach of this Agreement by the Receiving Party or any Representative, any Unauthorized Disclosure caused by or attributable to the Receiving Party or any Representative, or any negligent, reckless, or willful act or omission of the Receiving Party or any Representative in connection with the Confidential Information.

The indemnity set forth in this Section shall expressly extend to any claim brought against the Disclosing Party by any third party, including any person to whom Personal Information relates, arising from the use or disclosure of Confidential Information by the Receiving Party or any Representative in breach of this Agreement.

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, however, that any delay or failure in giving such notice shall relieve the Receiving Party of its obligations only to the extent that the Receiving Party is materially prejudiced thereby.

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

The Receiving Party shall not settle or compromise any claim for which indemnification is sought under this Section without the prior written consent of the Disclosing Party, unless such settlement includes a full and unconditional release of the Disclosing Party, involves no admission of fault on the part of the Disclosing Party, imposes no obligation on the Disclosing Party, and requires no disclosure of any Confidential Information.

The Receiving Party shall pay all amounts due under this Section within [number] days of the Disclosing Party's written demand, accompanied by reasonable supporting documentation.

The obligations under this Section shall be in addition to any other liability of the Receiving Party under this Agreement or Applicable Law and shall survive the termination or expiration of this Agreement indefinitely.

This Agreement and any dispute, controversy, or claim arising out of or relating to this Agreement, its subject matter, or its formation, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of [governing jurisdiction], without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction.

The Parties shall first endeavor in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation, which shall commence upon written notice of the dispute by either Party; if the dispute is not resolved within [number] days after such notice, either Party may proceed in accordance with the following clauses of this Section.

Subject to the following clause, the courts located in [city, county, or judicial district] shall have exclusive jurisdiction over any action or proceeding arising out of or relating to this Agreement, and each Party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or inconvenient forum.

Notwithstanding the foregoing, the Disclosing Party shall be entitled at any time, without first engaging in negotiation and without awaiting the expiration of any period, to seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable or interim relief in any court of competent jurisdiction, wherever located, in order to protect the Confidential Information or to prevent or restrain any breach or threatened breach of this Agreement.

Each Party consents to service of process in any action or proceeding arising out of or relating to this Agreement by delivery in the manner provided for notices in this Agreement, in addition to any other manner permitted by Applicable Law.

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

Any proceeding relating to this Agreement shall, to the extent permitted by Applicable Law and the rules of the relevant court, be conducted in a manner that preserves the confidentiality of the Confidential Information, and the Receiving Party shall not oppose any application by the Disclosing Party to file documents under seal, to proceed under a pseudonym, or to obtain any other order protecting the Confidential Information from public disclosure.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and communications, whether written or oral, relating thereto; provided that any confidentiality obligation previously undertaken by the Receiving Party in favor of the Disclosing Party shall continue in effect to the extent it affords the Disclosing Party greater protection.

No amendment, modification, or supplement to this Agreement shall be valid or binding unless made in writing and signed by both Parties, and no waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Disclosing Party; no failure or delay by the Disclosing Party in exercising any right, power, or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of that or any other right, power, or remedy.

The Receiving Party may not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, whether voluntarily or by operation of law, without the prior written consent of the Disclosing Party, and any purported assignment in violation of this clause shall be null and void. The Disclosing Party may assign this Agreement and any of its rights hereunder, in whole or in part, to any person to whom it transfers its interest in the project described in the recitals or the Confidential Information. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns, and the obligations of the Receiving Party shall bind its estate in the event of its death or incapacity.

All notices under this Agreement shall be in writing and shall be delivered by hand, by nationally recognized overnight courier, by registered or certified mail with return receipt requested, or by email, in each case to the address or email address of the recipient Party set forth in the signature section of this Agreement or such other address as a Party may designate by notice. Notices shall be deemed received upon delivery if delivered by hand or courier, [number] Business Days after posting if sent by mail, and upon transmission if sent by email, provided that no notice of delivery failure is received by the sender. For purposes of this Agreement, "Business Day" means any day other than a Saturday, Sunday, or public holiday in the place of the recipient.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision shall be enforced to the maximum extent permissible and, where necessary, reformed to the minimum extent required to render it enforceable in a manner that most closely reflects the original intent of the Parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between the Parties, and neither Party shall have the authority to bind the other in any respect.

The Receiving Party represents and warrants that it is of legal age and has full legal capacity to enter into this Agreement, that it has read and understood this Agreement in its entirety, that it has had the opportunity to obtain independent legal advice before signing it, and that its execution and performance of this Agreement do not conflict with any other agreement or obligation by which it is bound.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission, including by scanned copy in portable document format or by a recognized electronic signature platform, shall be deemed original signatures and shall be binding for all purposes.

Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, and execution of this Agreement, without prejudice to the Receiving Party's obligations to bear costs and to reimburse the Disclosing Party as expressly provided elsewhere in this Agreement.