In the course of conducting business, and specifically related to their projects, the parties may learn or receive from one another "Information," as that term is defined below. In consideration of each party's disclosure of the Information to the other party, as well as other good and valuable consideration the sufficiency and receipt of which is hereby acknowledged, by the parties as follows:
1. The term "information" as used herein, shall mean any and all information, data, know-how and documentation which one party learns or receives from the other, except that Information which the receiving party can establish (a) was, on the date of this Agreement, generally known to the public, (b) became generally known to the public after the date of this Agreement other than as a result of the act or omission of the receiving party or any of the receiving party's directors, officers, partners, employees, agents, representatives or contractors, (c) was rightfully disclosed to the receiving party prior to its learning of or receiving same from the disclosing party, (d) was made public by the disclosing party, generally, without restriction on use and disclosure, or (e) was lawfully received by the receiving party from a third party without such third party's breach of agreement or obligation of trust.
2. All information, including but not limited to printed or written documents marked as containing proprietary (or confidential) information, shall be treated as confidential and proprietary to the disclosing party. Such information shall at all times, and throughout the world, remain the property of the disclosing party, except as otherwise provided herein. The receiving party shall not permit any person (including but not limited to the receiving party's directors, officers, partners, employees, agents, representatives and contractors) to reproduce or copy any portion of the Information, without the written consent of an authorized representative of the disclosing party.
3. Receiving party shall not directly or indirectly use any of the Information for any purpose, except to the extent necessary for the receiving party to perform the effort set forth above.
4. The receiving party shall not disclose or permit access to any portion of the Information to any person except if (a) such person is an employee of receiving party and has an absolute need to know the Information for the receiving party to perform its effort as provided above, and (b) such person is obligated to comply with the provisions of this Agreement.
5. Each party acknowledges that the received Information is of great value to the disclosing party and the disclosure of the Information in violation of this Agreement would cause great damage to the disclosing party.
6. This Agreement shall be effective as the date first written above and shall continue in effect for five years thereafter. All Information in tangible form shall be immediately returned to the disclosing party upon completion of the evaluation, analysis or work stated above, or upon request of the disclosing party, whichever occurs first.
7. This Agreement is the complete and exclusive Statement of the Agreement between the parties and supersedes all prior written and oral communications and Agreements relating to the subject matter hereof. No modification, termination, extension, renewal or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.
8. Each party affirms that it has read this Agreement and understands the terms and conditions contained herein.
Mutually agreed to and accepted by: If submitting and/or selecting this NDA with your application/form on this site.