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 (in such capacity, the "Disclosing Party") to the other Party (in such capacity, the "Receiving Party"), whether disclosed orally, in writing, electronically, visually, or by inspection of tangible objects, and whether or not marked,

Section 2: Exclusions from Confidential Information 2.1 Notwithstanding the foregoing, Confidential Information shall not include information that the Receiving Party can demonstrate by evidence: (a) was already known to the Receiving Party, without any restriction on disclosure or use, prior to receipt from the Disclosing Party, as evidenced by the Receiving Party's written records predating such receipt; (b) is or

Section 3: Permitted Use and Non-Disclosure Obligations 3.1 Use Restriction. The Receiving Party shall use the Disclosing Party's Confidential Information solely for the Purpose — that is, solely in connection with evaluating, negotiating, the proposed enterprise data-licensing arrangement between the Parties — and for no other purpose whatsoever. Without limiting the generality of the foregoing, the Receiving Party

Section 4: Permitted Disclosures 4.1 Representatives. The Receiving Party may disclose Confidential Information of the Disclosing Party to its directors, officers, employees, attorneys, accountants, financial advisors, consultants, and other agents or representatives (collectively, "Representatives") who: (a) have a bona fide need to know such Confidential Information in order to assist the Receiving Party in connect

Section 5: Compelled Disclosures 5.1 In the event that the Receiving Party or any of its Representatives is compelled, requested, or required to disclose any Confidential Information of the Disclosing Party by applicable law, statute, regulation, legal process, or the mandate of any regulatory authority having jurisdiction over the Receiving Party (including, without limitation, any subpoena, civil investigative dema

Section 6: Return or Destruction of Confidential Information 6.1 Upon the written request of the Disclosing Party at any time, or upon the termination or expiration of this Agreement (whichever occurs first), the Receiving Party shall, at the Disclosing Party's sole election: (a) promptly return to the Disclosing Party all tangible materials, documents, and other media containing or embodying Confidential Information

Section 7: No Obligation to Transact; No Representations or Warranties 7.1 No Obligation. This Agreement does not create, and shall not be construed to create, any obligation on the part of either Party to enter into the proposed enterprise data-licensing arrangement, any other transaction, or any definitive agreement relating to the Purpose. Neither Party shall have any obligation to continue discussions, negotiatio

Section 8: Non-Solicitation of Employees 8.1 During the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement (including any termination pursuant to Section 11.2), neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit for employment, engage, or hire any employee of the other Party or any of the other

Section 9: Intellectual Property 9.1 All Confidential Information disclosed by the Disclosing Party hereunder, including without limitation all intellectual property rights therein and thereto, shall remain the sole and exclusive property of the Disclosing Party. The Receiving Party acknowledges that the disclosure of Confidential Information hereunder does not confer upon the Receiving Party any ownership interest,

Section 10: Remedies 10.1 Each Party acknowledges and agrees that a breach or threatened breach of the confidentiality, non-use, or non-disclosure obligations set forth in this Agreement may cause the Disclosing Party irreparable harm and injury for which monetary damages alone may be an insufficient and inadequate remedy. 10.2 In the event of any actual or threatened breach of this Agreement by the Receiving Party o

Section 11: Term and Termination 11.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in full force and effect for a period of years from the Effective Date (i.e., through and including August 14, 2024), unless earlier terminated as provided in Section 11.2 below. 11.2 Termination. Either Party may terminate this Agreement at any time, with or without cause, upon thirty (30) calend

Section 12: Governing Law and Dispute Resolution 12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of , without giving effect to any choice-of-law or conflicts-of-law rules or principles that would cause the application of the laws of any other jurisdiction. 12.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submit

Section 13: Notices 13.1 All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given and effective upon (a) personal delivery to the Party to be notified, (b) one (1) business day after deposit with a nationally recognized overnight courier service (with written confirmation of delivery), (c)

Section 14: General Provisions 14.1 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, representations, warranties, negotiations, discussions, or arrangements between the Parties relating to the confidential treatment of information exchanged in connectio