1. Purpose. The parties wish to explore a business opportunity in connection with intellectual property and Confidential Information, as defined herein, owned by CLIENT, and IU desires to receive such Confidential Information to evaluate an opportunity to market or sell a product embodying such Confidential Information, and, in connection therewith, CLIENT is willing to disclose to IU such necessary Confidential Information provided IU preserves the confidential nature of the information and uses it solely for purposes of this Agreement.
2. “Confidential Information” means any information disclosed by either party to the Other party, either directly or indirectly, in writing, orally or by inspection of tangible objects including, without limitation, documents, prototypes, evaluations, analysis, databases, flowcharts, process steps, software codes, samples and equipment, which is designated as “Confidential”, “Proprietary” or some similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information shall not, however, include any information which: (a) was publicly known and made generally available in the public domain prior to the time of disclosure; (b) becomes publicly known and made generally available after disclosure; or (c) is already in the possession of IU at the time of disclosure as shown by the files and records immediately prior to the time of disclosure. Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of IU merely because the Confidential Information is embraced by general disclosures in the public domain or in the possession of IU. In addition, any combination of Confidential Information shall not be considered in the public domain or in the possession of IU merely because individual elements thereof are in the public domain or
in the possession of IU unless the combination and its principles are in the public domain or in the possession of IU.
3. Non-use and Non-disclosure. IU agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions with CLIENT concerning a potential business relationship. IU agrees not to disclose any Confidential Information to third parties or to employees or agents, except to those employees or agents who are required to have the information in order to evaluate or engage in discussions concerning the potential transaction. IU shall not reverse engineer, disassemble or decompile any prototypes, software, reports or Other tangible objects which embody the Confidential Information provided to IU.
4. Maintenance of Confidentiality. IU agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of CLIENT. IU shall not make any copies of the Confidential Information unless the same are previously approved in writing by the Other party.
5. Inadmissibility of Confidential Information. IU acknowledges that the Confidential Information disclosed under this Agreement may only be used in relation to the purpose of this Agreement and may not be used by IU for any Other purposes, including as a basis to support a declaratory judgment action.
6. No Warranty. All Confidential Information is provided “as is”. Each party makes no warranties, express, implied or otherwise, regarding its accuracy, quality completeness or performance.
7. Return of Materials. All documents and Other tangible objects containing or representing Confidential Information which have been disclosed, and all copies thereof which are in the possession of IU, shall be and remain the property of CLIENT and shall be promptly returned to CLIENT upon CLIENT’s written request.
8. No License. Nothing in this Agreement is intended to grant any rights to IU under any trademark, trade secret, patent, mask work right or copyright of CLIENT.
9. Term. The obligations of IU hereunder shall expire three (3) years from the date of this Agreement.
10. Remedies. IU agrees that any violation or threatened violation of this Agreement may cause irreparable injury to CLIENT, entitling CLIENT to seek injunctive relief in addition to any Other legal remedies.
11. General. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of the State of South Carolina, without reference to conflict of laws principles. This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the Other party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any Other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date(s) written below:
