To facilitate a discovery call with a representative of the Company, the following agreement recognizes that the party indicated above ("Interested Party") may disclose confidential information to the Company for the purpose of forming a business relationship (the "Purpose"). The Company acknowledges that the improper disclosure of such information could cause irreparable harm. As such, the Company agrees to the terms set forth below.
1. Confidential Information
1.1 "Confidential Information" means all oral and written information, documents, data, and materials provided by the Interested Party that is not generally available to or used by third parties and which, under the circumstances surrounding disclosure, ought reasonably to be understood as confidential. Confidential Information includes, without limitation: (a) financial, business, and personal information relating to the Interested Party, its idea, or its customers, affiliates, consultants, and employees; (b) product information, roadmaps, plans, market research, charts, and compilations of data or information relating to the Interested Party's business and its partners or clients; (c) information, documents, data, and materials relating to computer software or other technology developed and owned by the Interested Party or its affiliates; and (d) all information from others that the Interested Party is obligated to treat as confidential.
1.2 Exclusions. Confidential Information does not include information that: (a) at the time of disclosure, was already in the possession of the Company or was already known by it without an obligation of confidentiality; (b) is developed independently by the Company without use of or reference to the Interested Party's Confidential Information; (c) is or becomes publicly available through no breach of this Agreement by the Company; or (d) is rightfully received from a third party without restriction on disclosure. Confidential Information may also be disclosed if required by law, regulation, or court order, provided that, to the extent permitted, the Company gives prior written notice to the Interested Party so the Interested Party may seek a protective order or other remedy.
2. Obligations
2.1 The Company agrees that it will hold all Confidential Information received from the Interested Party in strict confidence and will: (a) use the Confidential Information solely for the Purpose; (b) disclose the Confidential Information only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement; (c) take reasonable measures, no less protective than those it uses to protect its own confidential information, to prevent unauthorized use, disclosure, or dissemination of the Confidential Information; and (d) not use the Confidential Information for its own benefit or for the benefit of any third party, except as authorized in writing by the Interested Party.
2.2 Copies and Return. The Company will not make or cause to be made more copies or reproductions of Confidential Information than are reasonably necessary to carry out the Purpose. Upon the Interested Party's written request, the Company will promptly return or destroy all Confidential Information in its possession (except that the Company may retain one archival copy for legal and compliance purposes that remains subject to this Agreement).
3. Remedies
The Interested Party acknowledges that monetary damages may be inadequate to compensate for a breach of this Agreement, and the Company agrees that the Interested Party will be entitled to seek injunctive relief or other equitable remedies without the necessity of posting a bond, in addition to any other remedies available at law or in equity.
4. Miscellaneous
4.1 No License. Nothing in this Agreement grants the Company any rights in or to the Interested Party's Confidential Information except as expressly set forth herein. 4.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions. 4.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, relating to such subject matter.
Acknowledgments
This Agreement is binding upon the submission by the Interested Party. Please complete the requested information below, sign, and submit this Agreement prior to participating in your Launch Consultation.
