It is understood and agreed to that the discloser of confidential information may provide certain information that is and must be kept
confidential. To ensure the protection of such information, and to preserve any confidentiality necessary under patent and/or trade
secret laws, it is agreed that:
Confidential Information shall include, but not be limited to documents, records, information and data (whether verbal, electronic or
written), drawings models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures,
manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations,
patent applications, know-how, experimental results, specifications and other business information, relating to Company’s
business, assets, operations or contracts, furnished to Recipient and/or Recipient’s affiliates, employees, officers, owners,
agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such
Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any
and all analyses, compilations, work product, studies and other data or material prepared by or in the possession or control
of the Recipient, which contain, include, refer to or otherwise reflect or are generated from any Confidential Information. Confidential
Information may be provided in written, oral, electronic or other form. Recipient acknowledges that no representation or warranty,
express or implied, has been or is made by or on behalf of Company as to the accuracy or completeness of any of the
Confidential information furnished to the Recipient.
The Recipient agrees not to disclose the confidential information obtained from the discloser to anyone unless required to do so by law.
Recipient shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the
Discloser. Recipient shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is
reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this
Agreement. Recipient shall not, without prior written approval of Discloser, use for Recipient’s own benefit, publish, copy, or
otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Discloser, any Confidential
Information. Recipient shall return to Discloser any and all records, notes, and other written, printed, or tangible materials in
its possession pertaining to Confidential Information immediately if Discloser requests it in writing.
All right title and interest in and to the Confidential Information shall remain with Discloser or its licensors. Nothing in this
Agreement is intended to grant any rights to Recipient under any patents, copyrights, trademarks, or trade secrets of Discloser. ALL
CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. THE DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
The Recipient acknowledges that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth