Contract analysis

Section 1. Definition of Confidential Information 1.1 "Confidential Information" means all non-public, proprietary, or confidential information disclosed by or on behalf of either Party (when disclosing, the "Disclosing Party") to the other Party (when receiving, the "Receiving Party"), whether disclosed orally, in writing, electronically, visually, by inspection of tangible objects, or by any other means, and regard

Section 2. Exclusions from Confidential Information 2.1 Notwithstanding anything to the contrary in Section 1, Confidential Information shall not include information that the Receiving Party can demonstrate: (a) Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or any of its Representatives in violation of this Agreement; (b) Was already in the possession of

Section 3. Permitted Use and Restrictions on Use 3.1 Permitted Use. The Receiving Party shall use the Disclosing Party's Confidential Information solely for the Purpose — that is, for the evaluation, analysis, negotiation, and documentation of the potential data-license transaction between AHT and PCA — and for no other purpose whatsoever. 3.2 Prohibition on Other Uses. The Receiving Party shall not use the Disclosin

Section 4. Permitted Disclosure 4.1 General. The Receiving Party may disclose Confidential Information only to those of its Representatives who (a) have a bona fide need to know such information for the purposes of the Purpose, and (b) are bound by written confidentiality obligations that are no less restrictive than those contained in this Agreement, whether by separate agreement, professional ethical obligation, or

Section 5. Compelled Disclosure 5.1 If the Receiving Party or any of its Representatives becomes legally compelled — by deposition, interrogatory, request for documents, subpoena, civil investigative demand, court order, administrative order, or similar legal process, or by the requirements of any regulatory authority, securities exchange, self-regulatory organization, or governmental body having jurisdiction over th

Section 6. Ownership and No License 6.1 Ownership. All Confidential Information disclosed by the Disclosing Party shall remain the sole and exclusive property of the Disclosing Party. The Receiving Party acknowledges and agrees that it acquires no ownership interest, license, or other right in or to the Disclosing Party's Confidential Information by virtue of the disclosure thereof under this Agreement, except for th

Section 7. No Representations or Warranties 7.1 All Confidential Information is provided on an "AS IS" basis. THE DISCLOSING PARTY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUALITY OF ANY CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS AGREEMENT. 7.2 Without limiting the foregoing, neithe

Section 8. Return and Destruction of Materials 8.1 Return or Destruction. Upon the written request of the Disclosing Party, or upon the termination or expiration of this Agreement (whichever occurs first), the Receiving Party shall promptly: (a) Return to the Disclosing Party all tangible materials (including documents, reports, data samples, storage media, and any other physical items) containing, comprising, or emb

Section 9. Term and Duration of Obligations 9.1 Term of Agreement. This Agreement shall remain in full force and effect for a period of two (2) years from the Effective Date, unless earlier terminated by either Party upon not less than thirty (30) days' prior written notice to the other Party delivered in accordance with Section 14. Termination of this Agreement shall not affect either Party's obligations with respec

Section 10. Remedies 10.1 Each Party acknowledges and agrees that a breach or threatened breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages alone would be an inadequate remedy and that the exact amount of such damages may be difficult or impossible to ascertain. 10.2 Accordingly, in addition to any and all other remedies available at law or in equity, the Disclosing Pa

Section 11. No Solicitation of Employees 11.1 During the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement, neither Party shall, directly or indirectly, solicit for employment, offer employment to, or hire any employee of the other Party (a) who was involved in the evaluation, analysis, negotiation, or documentation of the Purpose, or (b) whose ide

Section 12. Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction.

Section 13. Dispute Resolution and Exclusive Venue 13.1 Any action, suit, or proceeding arising out of or relating to this Agreement, or the breach, termination, validity, or enforceability hereof, shall be brought exclusively in the state courts of the Commonwealth of Massachusetts sitting in Suffolk County, or in the United States District Court for the District of Massachusetts. 13.2 Each Party hereby irrevocably

Section 14. Notices 14.1 All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and effective: (a) upon receipt, when delivered personally; (b) three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid; (c) one (1) business day after

Section 15. Assignment 15.1 Neither Party may assign, delegate, or otherwise transfer this Agreement, or any of its rights, interests, or obligations hereunder, in whole or in part, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement without the consent of the other Party: (a) to an affiliate or subsidiary of such Party, or (b) in connection with a merg

Section 16. Entire Agreement; Amendment 16.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, warranties, negotiations, discussions, and communications between the Parties relating to the confidentiality of information disclosed in connection with the Pu

Section 17. Severability 17.1 If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement, and the application of such provision to other persons or circumstances, shall not in any

Section 18. Waiver 18.1 No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof, or the exercise of any other right, power, or remedy. 18.2 Any waiver of any provision of this Agreement or of any right or remedy under

Section 19. Counterparts 19.1 This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 19.2 Execution and delivery of this Agreement by means of electronic signature (including via portable document format (PDF), Brightwater Software, Ashford Health IT, or any other electronic signature pla

Section 20. Construction 20.1 The headings, captions, and section titles contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement. 20.2 As used in this Agreement, the word "including" (and variations thereof, such as "include" and "includes") shall mean "including, without limitation," unless the context clearly requ