Confidentiality Waiver Agreement

Confidentiality Waiver Agreement

This Confidentiality Waiver Agreement (the Agreement) is entered into as of by and between Disclosing Party: with principal address at (the Discloser), and Receiving Party: with principal address at (the Recipient). Discloser and Recipient are each a Party and together the Parties.

Recitals

WHEREAS, Discloser possesses certain confidential, proprietary or otherwise sensitive information relating to its business, products, operations and customers, the disclosure of which is ordinarily protected by confidentiality obligations (the Confidential Information);

WHEREAS, the Parties desire for Discloser to permit limited disclosure or use of certain specified Confidential Information for a defined purpose, and Discloser is willing to effect a waiver of confidentiality with respect to such specified information under the terms and conditions set forth herein; and

WHEREAS, the Parties intend that this Agreement govern the scope, duration and limitations of any waiver of confidentiality and the respective rights and obligations of the Parties arising from such waiver.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Confidential Information" means all non-public information, whether oral, written, electronic or otherwise, disclosed by Discloser to Recipient that is identified as confidential or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

1.2 "Waived Information" means the subset of Confidential Information described by Discloser below which Discloser elects to waive in whole or in part under the terms of this Agreement.

2. Waiver

2.1 Discloser hereby voluntarily and expressly waives any and all confidentiality rights, claims, and restrictions it may have with respect to the Waived Information solely to the extent necessary to permit Recipient to use, disclose, reproduce and otherwise exploit the Waived Information for the Purpose set forth above, subject to the limitations set forth in this Agreement.

2.2 The waiver provided in this Section 2 is limited to the specific Waived Information described in the Description of Waived Information and does not operate to waive or diminish Discloser's confidentiality rights in any other Confidential Information of Discloser.

3. Limitations and Exclusions

3.1 The waiver shall not apply to information that: (a) was known to Recipient prior to disclosure by Discloser without obligation of confidentiality; (b) is or becomes publicly available through no breach of this Agreement by Recipient; (c) is lawfully obtained by Recipient from a third party without confidentiality obligations; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

3.2 If Recipient is compelled by law, regulation or order of a court or other body of competent jurisdiction to disclose any Waived Information beyond the scope of this waiver, Recipient shall provide Discloser with prompt written notice of such requirement to the extent permitted, and shall cooperate with Discloser, at Discloser's expense, in any lawful effort by Discloser to seek protective relief or limit disclosure.

4. Recipient Obligations

4.1 Except as expressly permitted by this Agreement, Recipient shall not disclose, publish or otherwise make available any Confidential Information of Discloser. Recipient shall use commercially reasonable measures to protect Confidential Information, which measures shall be no less protective than those used to protect Recipient's own confidential information of similar nature.

4.2 Recipient shall limit disclosure of Waived Information to those of its employees, agents, advisors or permitted third parties who have a need to know for the Purpose and who are bound to confidentiality obligations at least as protective as those herein, except where the waiver expressly permits broader disclosure.

5. No License; No Transfer of Ownership

Nothing in this Agreement shall be construed as granting any express or implied license or other intellectual property rights to Recipient in respect of Discloser's Confidential Information except as expressly set forth in Section 2. All rights not expressly granted are reserved by Discloser.

6. Return or Destruction

Upon termination of this Agreement or upon written request by Discloser, Recipient shall, at Discloser's option, return or destroy all tangible materials containing Confidential Information, except to the extent that any Waived Information has been validly disclosed in accordance with this Agreement or to the extent retention is required by applicable law or Recipient's internal record retention policies; provided that in such case Recipient shall continue to treat retained Confidential Information in accordance with the obligations of this Agreement.

7. Representations and Warranties

7.1 Discloser represents and warrants that it has the full right, power and authority to grant the waiver described herein with respect to the Waived Information.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, THE WAIVER AND ALL CONFIDENTIAL INFORMATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.

8. Indemnification

Recipient shall indemnify, defend and hold harmless Discloser from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Agreement or unauthorized disclosure or use of Confidential Information, except to the extent such losses result directly from Discloser's breach of its representations or intentional misconduct.

9. Remedies

The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Discloser shall be entitled to seek injunctive or other equitable relief in addition to any other available remedies at law or in equity.

10. Term and Termination

10.1 This Agreement shall become effective on the Agreement Date and shall remain in effect until unless earlier terminated by mutual written agreement of the Parties.

10.2 Termination of this Agreement shall not relieve any Party of obligations accrued prior to termination or obligations that by their nature survive termination.

11. Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested) or email with confirmation of receipt.

12. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in that state for any dispute arising out of this Agreement.

13. Entire Agreement; Amendments; Severability; Counterparts

13.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral.

13.2 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both Parties.

13.3 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith a valid substitute provision that most nearly effects the Parties' intent.

13.4 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective as originals.

14. Additional Provisions

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