Contract analysis

Section 1.1 — "Confidential Information" (a) As used in this Agreement, "Confidential Information" means all information, whether written, oral, electronic, visual, or in any other form or medium, that is disclosed by or on behalf of either Party (in its capacity as the "Disclosing Party") to the other Party (in its capacity as the "Receiving Party"), or to any of the Receiving Party's Representatives, in connection

Section 1.2 — "Representatives" (a) As used in this Agreement, "Representatives" means, with respect to each Party, such Party's directors, officers, managers, members, employees, agents, advisors (including, without limitation, financial advisors, legal counsel, accountants, consultants, and technical advisors), and affiliates, in each case who receive Confidential Information in connection with the Purpose. (b) Wit

Section 1.3 — "Purpose" As used in this Agreement, "Purpose" means the evaluation, negotiation, and potential consummation of a joint venture between the Parties relating to precision agriculture soil-health sensor technology, including the potential formation of a joint venture entity for the development, manufacturing, and commercialization of integrated soil-health sensor systems for commercial row-crop agricultur

Section 1.4 — "Disclosing Party" and "Receiving Party" As used in this Agreement, "Disclosing Party" means a Party that discloses, or on whose behalf there is disclosed, Confidential Information to the other Party or its Representatives, and "Receiving Party" means a Party that receives Confidential Information from the other Party or on behalf of the other Party. Because this Agreement is mutual in nature, each Part

ARTICLE 2: OBLIGATIONS OF THE RECEIVING PARTY

Section 2.1 — Confidentiality and Non-Use (a) The Receiving Party shall (i) hold all Confidential Information of the Disclosing Party in strict confidence, (ii) not disclose, publish, disseminate, or otherwise make available any Confidential Information to any person or entity except as expressly permitted under this Agreement, and (iii) not use any Confidential Information for any purpose whatsoever other than the P

Section 2.2 — Permitted Disclosures to Representatives (a) Notwithstanding Section 2.1, the Receiving Party may disclose Confidential Information to those of its Representatives who (i) have a bona fide need to know such information in connection with the Purpose, and (ii) have been informed of the confidential nature of the Confidential Information and are bound by confidentiality obligations no less restrictive tha

Section 2.3 — No License (a) Nothing in this Agreement shall be construed as granting to the Receiving Party or any of its Representatives any license, by implication, estoppel, or otherwise, under any patent, trademark, copyright, trade secret, mask work right, or other intellectual property right of the Disclosing Party. The disclosure of Confidential Information under this Agreement does not constitute and shall n

ARTICLE 3: EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Section 3.1 — Exclusions The obligations set forth in this Agreement with respect to Confidential Information shall not apply to information that the Receiving Party can demonstrate by competent evidence: (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 or any other obligation of confidentiali

ARTICLE 4: COMPELLED DISCLOSURE

Section 4.1 — Legal Process (a) If the Receiving Party or any of its Representatives is requested or required by applicable law, rule, regulation, legal process (including, without limitation, a subpoena, civil investigative demand, interrogatory, request for production of documents, or similar compulsory process), or by any governmental, regulatory, or self-regulatory authority or body (including, without limitation

ARTICLE 5: RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Section 5.1 — Return/Destruction Obligation (a) Upon the written request of the Disclosing Party at any time, or upon the expiration or termination of this Agreement, whichever occurs first, the Receiving Party shall, at the Disclosing Party's election (as communicated in writing to the Receiving Party), promptly, and in any event within fifteen (15) business days of such request, expiration, or termination: (i) retu

Section 5.2 — Survival of Obligations on Retained Copies The confidentiality and non-use obligations set forth in this Agreement shall continue to apply in full force and effect to any and all Confidential Information retained by the Receiving Party or its Representatives in accordance with Section 5.1(b) above, and such obligations shall survive the return or destruction of other Confidential Information and shall s

ARTICLE 6: NO OBLIGATION TO PROCEED; NO REPRESENTATIONS OR WARRANTIES

Section 6.1 — No Obligation Nothing in this Agreement shall be construed or interpreted as (a) obligating either Party to proceed with the Proposed Transaction or any other transaction or business arrangement, (b) creating any binding obligation on either Party to negotiate or consummate any definitive agreement relating to the Proposed Transaction, or (c) conferring any exclusive rights upon either Party with respec

Section 6.2 — No Representation or Warranty (a) All Confidential Information is provided on an "as is" basis. Neither the Disclosing Party, nor any of its Representatives, makes any representation or warranty, express or implied, as to the accuracy, completeness, reliability, fitness for a particular purpose, merchantability, non-infringement, or any other quality or characteristic of any Confidential Information dis

ARTICLE 7: NON-SOLICITATION OF EMPLOYEES

Section 7.1 — Non-Solicitation (a) For a period of one (1) year following the Effective Date of this Agreement, neither Party shall, directly or indirectly, whether through its affiliates, subsidiaries, Representatives, or any other person or entity acting on its behalf, solicit for employment, hire, engage as a consultant or independent contractor, or otherwise seek to entice away from the other Party, any employee

Section 8.1 — Equitable Relief Each Party acknowledges and agrees that (a) the Confidential Information of the Disclosing Party is unique and valuable, (b) any breach or threatened breach of this Agreement by the Receiving Party or any of its Representatives may result in irreparable harm and continuing damages to the Disclosing Party for which money damages alone may not be a sufficient or adequate remedy, and (c) t

Section 8.2 — Indemnification The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party and each of the Disclosing Party's Representatives, and their respective successors and assigns, from and against any and all losses, damages, liabilities, claims, demands, actions, judgments, settlements, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys' fees, ex

ARTICLE 9: TERM AND TERMINATION

Section 9.1 — Term This Agreement shall be effective as of the Effective Date and shall remain in full force and effect for a period of two (2) years from the Effective Date (i.e., through and including July 11, 2024), unless earlier terminated by the mutual written agreement of both Parties. Upon expiration of the initial two (2) year term, this Agreement shall automatically terminate without further action by eithe

Section 9.2 — Survival (a) Notwithstanding the expiration or termination of this Agreement, the confidentiality and non-use obligations of each Receiving Party with respect to Confidential Information received during the term of this Agreement (including, without limitation, all Derivative Materials) shall survive the expiration or termination of this Agreement for a period of two (2) years following the date of such

ARTICLE 10: RELATIONSHIP OF THE PARTIES

Section 10.1 — Independent Parties The Parties are independent contracting parties. Nothing in this Agreement shall be construed or interpreted as creating, establishing, or implying any partnership, joint venture, agency, employment, franchise, or fiduciary relationship between the Parties. Neither Party is, nor shall either Party hold itself out to be, an agent, partner, employee, or representative of the other Par

ARTICLE 11: GOVERNING LAW AND DISPUTE RESOLUTION

Section 11.1 — Governing Law This Agreement, and all claims, causes of action, and disputes arising out of or relating to this Agreement (whether sounding in contract, tort, or otherwise), shall be governed by and construed in accordance with the internal laws of the State of Iowa, without giving effect to any choice-of-law or conflict-of-law rules, principles, or provisions (whether of the State of Iowa or any other

Section 11.2 — Jurisdiction and Venue Each Party hereby irrevocably and unconditionally (a) submits to the exclusive personal jurisdiction of the state courts of the State of Iowa sitting in Polk County, Iowa, and the United States District Court for the Southern District of Iowa, for any legal action, suit, or proceeding arising out of or relating to this Agreement, (b) agrees that all claims with respect to any suc

Section 11.3 — Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, SUIT, OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION, THE PROPOSED TRANSACTION, OR ANY TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFI

Section 12.1 — Entire Agreement 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, negotiations, representations, warranties, and discussions between the Parties (or their respective Representatives) relating to the confidentiality of information exchanged in connection wi

Section 12.2 — Amendments; Waiver (a) This Agreement may not be amended, modified, supplemented, or restated except by a written instrument duly executed by an authorized representative of each of the Parties. No oral modification of this Agreement shall be binding upon either Party. (b) No failure or delay by either Party in exercising any right, power, or remedy under this Agreement, and no course of dealing betwee

Section 12.3 — Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In the event that any p

Section 12.4 — Assignment (a) Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party, which consent may be withheld in such other Party's sole and absolute discretion. Any attempted assignment or transfer without such consent shall be null, void, and of no force or effect. (b) Not

Section 12.5 — Notices (a) All notices, requests, demands, consents, approvals, 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: (i) when delivered personally to the addressee; (ii) when sent by confirmed electronic mail (email) to the addressee at the email address specified below (provided that a copy is simul

Section 12.6 — Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The execution and delivery of this Agreement by facsimile transmission, portable document format (PDF), DocuSign, or other electronic transmission shall be deemed to be, and shall have the same legal force and

Section 12.7 — No Third-Party Beneficiaries This Agreement is entered into solely for the benefit of the Parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, whether express or implied, is intended to or shall confer upon any person or entity other than the Parties and their respective permitted successors and assigns any legal or equitable right, benefit, remedy, or claim

Section 12.8 — Construction (a) This Agreement has been negotiated by the Parties and their respective legal counsel, and this Agreement shall not be construed against either Party as the drafter hereof. Each Party acknowledges that it has had the opportunity to review this Agreement with counsel of its choosing and that the terms and conditions of this Agreement reflect a fair and balanced allocation of rights and o