Non-Disclosure and Confidentiality
Agreement (Rev. 1337B55)
protective order or other remedy, Receiving Party or its Representatives may disclose
only such portion of the Confidential Information which it is legally obligated to disclose.
3. Obligation to Maintain Confidentiality. With respect to Confidential Information:
a. Receiving Party and its Representatives agree to retain the Confidential
Information of the Disclosing Party in strict confidence, to protect the security, integrity
and confidentiality of such information and to not permit unauthorized access to or
unauthorized use, disclosure, publication or dissemination of Confidential Information
except in conformity with this Agreement;
b. Receiving Party and its Representatives shall adopt and/or maintain
security processes and procedures to safeguard the confidentiality of all Confidential
Information received by Disclosing Party using a reasonable degree of care, but not less
than that degree of care used in safeguarding its own similar information or material;
c. Upon the termination of this Agreement, Receiving Party will ensure that
all documents, memoranda, notes and other writings or electronic records prepared by it
that include or reflect any Confidential Information are returned or destroyed as directed
by Disclosing Party;
d. If there is an unauthorized disclosure or loss of any of the Confidential
Information by Receiving Party or any of its Representatives, Receiving Party will
promptly, at its own expense, notify Disclosing Party in writing and take all actions as
may be necessary or reasonably requested by Disclosing Party to minimize any
damage to the Disclosing Party or a third party as a result of the disclosure or loss; and
e. The obligation not to disclose Confidential Information shall remain in
effect until 5 years from the date hereof or until the Confidential Information ceases to
be a trade secret, except to the extent that such Confidential Information is excluded
from the obligations of confidentiality under this Agreement pursuant to Paragraph 2
above.
4. Non-Disclosure of Transaction. Without Disclosing Party’s prior written consent,
neither Receiving Party nor its Representatives shall disclose to any other person,
except to the extent, the provisions of Paragraph 2 apply: (a) the fact that Confidential
Information has been made available to it or that it has inspected any portion of the
Confidential Information; (b) the fact that Disclosing Party and Receiving Party are
having discussions or negotiation concerning the Transaction; or (c) any of the terms,
conditions or other facts with respect to the Transaction.
5. Representatives. Receiving Party will take reasonable steps to ensure that its
Representatives adhere to the terms of this Agreement. Receiving Party will be
responsible for any breach of this Agreement by any of its Representatives.
6. Disclaimer. There is no representation or warranty, express or implied, made by
Disclosing Party as to the accuracy or completeness of any of its Confidential
Information. Except for the matters set forth in this Agreement, neither party will be
under any obligation with regard to the Transaction. Either party may, in its sole
discretion: (a) reject any proposals made by the other party or its Representatives with