1. PurposeThe purpose of this Agreement is to define the terms under which confidential and proprietary information may be shared between the parties to facilitate business activities while maintaining legal and ethical standards.

2. Definition of Confidential InformationConfidential Information includes, but is not limited to:
Business strategies, plans, and financial data;
Trade secrets and proprietary methodologies;
Client lists, vendor information, and partner agreements;
Technical data, software, research, and development projects;
Any information labeled or reasonably understood to be confidential.
Confidential Information does not include information that:
Is publicly available at the time of disclosure or becomes publicly available through lawful means;
Is independently developed without reference to disclosed Confidential Information;
Is lawfully obtained from a third party without a duty of confidentiality.

3. Obligations of Receiving PartyThe Receiving Party agrees to:
Maintain confidentiality of all disclosed information;
Use the information only for the agreed-upon purposes;
Not disclose or distribute the information to any third party without prior written consent;
Implement reasonable safeguards to prevent unauthorized access or disclosure.
If disclosure is required by law or governmental authority, the Receiving Party must provide prompt notice to the Disclosing Party to allow for protective measures.

4. Permitted DisclosuresThe Receiving Party may disclose Confidential Information only when:
Expressly authorized in writing by the Disclosing Party;
Required by legal proceedings, with prior notification given to the Disclosing Party;
Shared with affiliates, employees, or agents under strict confidentiality obligations.

5. Intellectual Property RightsAll disclosed information remains the sole property of the Disclosing Party. This Agreement does not grant any rights, licenses, or ownership over proprietary materials, trademarks, or patents. Any unauthorized use of the disclosed information is strictly prohibited.

6. Duration and TerminationThis Agreement remains in effect indefinitely unless:
Terminated by written agreement of both parties;
A specified expiration date is mutually agreed upon;
Disclosure obligations extend beyond termination as required by law.
Even after termination, obligations of confidentiality and non-disclosure will continue for a period of five (5) years from the termination date.

7. Breach and RemediesIn the event of a breach of this Agreement:
The Disclosing Party has the right to seek injunctive relief to prevent further violations;
The Receiving Party may be held liable for damages resulting from unauthorized disclosure;
Legal actions may be pursued in accordance with applicable laws.

8. No Partnership or Joint VentureThis Agreement does not create any partnership, joint venture, or employment relationship between the parties. Each party remains an independent entity with separate business interests.

9. Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of the applicable jurisdiction. Any disputes arising from or relating to this Agreement shall be resolved in the courts of competent jurisdiction.

10. Entire AgreementThis Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, whether written or verbal. No modifications shall be valid unless made in writing and signed by both parties.

11. AcknowledgmentBy entering into this Agreement, both parties acknowledge that they have read, understood, and agreed to its terms and conditions. Each party represents and warrants that they have the legal authority to enter into this Agreement.
IN WITNESS WHEREOF, the parties execute this Agreement as of the Effective Date.