This Confidentiality Agreement sets forth the terms under which one party, the “Discloser,” will share confidential information with the other party, the “Recipient,” to evaluate a potential transaction or agreement. The parties agree to maintain such information in strict confidence and to use it only for the agreed-upon purposes.

The document defines “Confidential Information” as any data marked as confidential or that, by its nature, must be treated as such. The Recipient may not disclose such information to third parties, except to employees or consultants who need to know it, and only if they are subject to similar confidentiality obligations.

There are exceptions to this obligation if the information is already in the public domain, known to the Recipient, acquired from third parties without restriction, or developed independently. Furthermore, the agreement addresses situations where disclosure is required by law, in which case the Recipient must notify the Discloser in advance.

The agreement remains in effect for three years, with the possibility of early termination by the Discloser. Confidentiality obligations remain in force during that time, and, in the case of trade secrets, indefinitely.

This Agreement does not grant any licenses or rights to the Confidential Information and is provided without warranty. In the event of a breach, the Discloser may seek equitable relief to prevent unauthorized disclosure.

The Agreement is governed by the laws of the Discloser’s principal place of business and stipulates that any modification must be made in writing and with the consent of both parties.