Definition of Confidential Information

"Confidential Information" means any and all non-public information, in any form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to trade secrets, business plans, financial data, customer lists, technical data, and proprietary processes.

Obligations

The Receiving Party agrees to: (a) hold and maintain the Confidential Information in strict confidence; (b) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the purpose described above; and (d) protect the Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is rightfully obtained from a third party without restriction.

Term

This Agreement shall remain in effect for _______________ from the effective date.