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Non-Disclosure Agreement - Mutual


Updated: November 01, 2016

Each party understands that it and their officers, employees, agents, representatives, or clients in the course of negotiating, documenting, and conducting business under this Agreement, will have access to and come into contact with, information of the other party and such party’s clients including but not limited to the Programs, other software systems and programs, technologies, data, trade secrets, business processes, operational techniques and methodologies, ideas, organization charts, customer information, information about costs, profits, markets, sales, plans for future development and new product concepts, documents, the terms and pricing under this Agreement or other proposals, and all information clearly identified as confidential (hereinafter referred to collectively as “Confidential Information”). All Confidential Information, unless otherwise specifically declared to the receiving party by the disclosing party, is deemed to have pecuniary value to the disclosing party and to be confidential, proprietary and trade secret in nature.


A party's Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure, as evidenced by prior documentation, and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party who is rightfully in possession of such information and is under no duty of confidentiality with respect to such information; or (d) is independently developed by the other party without reference to or reliance upon the other party’s Confidential Information.


Each party agrees to protect and treat as confidential the other party’s Confidential Information and not to disclose the other party’s Confidential Information to third parties or to use such Confidential Information for any purposes whatsoever other than as contemplated under this Agreement. Each party will advise each of its employees, agents and representatives who has access to the other party’s Confidential Information of the obligation to keep such Confidential Information confidential and will not cause or permit other persons or entities to have access to Confidential Information without the disclosing party’s prior written consent.


Each party understands that the other party in many instances uses proprietary information and trade secrets of others under contractual license, and the receiving party shall treat such licensed proprietary information and trade secrets in the same manner as if such information is Confidential Information and, further, shall do nothing which would cause the disclosing party to breach the terms of its license agreements with the applicable licensors.


It is agreed and understood that in the event of a breach or threatened breach of this Section, monetary damages may not be an adequate remedy, and the party whose Confidential Information is being disclosed (or is being threatened to be disclosed) shall be entitled to seek injunctive relief to restrain any such breach.

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