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This Non-Disclosure Agreement (the "Agreement") is entered into as of the date of access by and between the disclosing party and the receiving party (the "User").
1. Confidential Information. For purposes of this Agreement, "Confidential Information" means any and all information or data, in any form or medium, that is disclosed to User through this resource center, including but not limited to documents, videos, spreadsheets, presentations, business plans, financial information, technical data, trade secrets, and any other materials provided.
2. Non-Disclosure Obligations. User agrees to:
a) Hold all Confidential Information in strict confidence;
b) Not disclose Confidential Information to any third parties without prior written consent;
c) Use Confidential Information solely for the purpose of reviewing the materials provided;
d) Protect Confidential Information with the same degree of care used to protect User's own confidential information, but no less than reasonable care.
3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in User's possession prior to disclosure; (c) is independently developed by User without use of Confidential Information; or (d) is rightfully obtained from a third party without breach of any confidentiality obligation.
4. Return of Materials. Upon request or upon termination of access, User agrees to return or destroy all Confidential Information and certify in writing that all such materials have been returned or destroyed.
5. No Rights Granted. Nothing in this Agreement grants User any rights, by license or otherwise, to any Confidential Information, except for the limited right to review materials as expressly permitted.
6. Term. This Agreement shall remain in effect for a period of five (5) years from the date of first access, or until terminated by written notice.
7. Remedies. User acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate, and that the disclosing party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.
By clicking "I Agree" below, User acknowledges that they have read, understood, and agree to be bound by the terms of this Non-Disclosure Agreement.