NON-DISCLOSURE AGREEMENTThis Non-Disclosure Agreement (the "Agreement") is made and entered into as of the date of electronic acceptance by the Receiving Party (as defined below) and by CoPilot, a California-based company (the "Disclosing Party").
1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information. If received by the Receiving Party, it shall be treated as Confidential Information.
2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the Disclosing Party's prior written approval, use, reproduce, disclose or distribute any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
7. Integration. This Agreement expresses the complete understanding of the parties regarding its subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing signed by both parties.
8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
9. Notice. All notices or approvals required or permitted under this Agreement shall be in writing and delivered in person, sent by facsimile, or sent by certified or registered mail, return receipt requested.10. Independent Developments. Receiving Party acknowledges that Disclosing Party shall be entitled to develop, use and market products and services that are similar to or compete with the products and services developed, used or marketed by Receiving Party, and nothing in this Agreement shall be deemed to restrict Disclosing Party's right to do so.
11. Governing Law. This Agreement shall be governed by the laws of the State of California, and the parties agree that any disputes shall be resolved in the courts located in the State of California.
12. International usage. The Receiving Party shall comply with all United States and foreign export laws and regulations that apply to the technology. It shall not export or allow the export or re-export of the technology, or any portion thereof, in violation of any such laws or regulations.