Contract analysis

Section 1.1 — "Confidential Information." "Confidential Information" means all non-public, proprietary, or confidential information disclosed by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, visually, or by any other means, and whether or not marked as "confidential," "proprietary," or with any similar legend or des

Section 1.2 — "Disclosing Party." "Disclosing Party" means the Party disclosing Confidential Information to the other Party or on whose behalf Confidential Information is disclosed to the other Party.

Section 1.3 — "Receiving Party." "Receiving Party" means the Party receiving Confidential Information from the Disclosing Party or from any Representative of the Disclosing Party.

Section 1.4 — "Representatives." "Representatives" means, with respect to a Party, such Party's directors, officers, employees, agents, advisors (including, without limitation, outside legal counsel, financial advisors, accountants, and consultants), and auditors who (a) have a need to know the Confidential Information in connection with the Purpose, and (b) are bound by confidentiality obligations no less restrictiv

Section 1.5 — "Purpose." "Purpose" means the evaluation, negotiation, and potential consummation of an exclusive inbound technology license from Nexilis to Brightfield for the DeltaSync distributed-cache orchestration technology and related intellectual property, including the DeltaSync Patents (U.S. Patent Nos. 11,234,567 through 11,234,580) and pending patent applications (Application Nos. 17/901,201 through 17/901

ARTICLE 2 — EXCLUSIONS FROM CONFIDENTIAL INFORMATION Notwithstanding anything to the contrary in this Agreement, the obligations set forth in Articles 3, 5, and 7 shall not apply to any information that the Receiving Party can demonstrate, by clear and convincing evidence:

Section 2.1 — Publicly Available Information. 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 breach of this Agreement. For the avoidance of doubt, information shall not be deemed to be generally available to the public merely because it is embraced by more general information in the public domain or because individual feat

Section 2.2 — Prior Possession. Was already in the possession of the Receiving Party, without any obligation of confidentiality to the Disclosing Party or any third party, prior to the date of disclosure by or on behalf of the Disclosing Party, as demonstrated by the Receiving Party's contemporaneous written records existing prior to such disclosure.

Section 2.3 — Independent Development. Was independently developed by the Receiving Party or its Representatives without reference to, reliance upon, or use of any Confidential Information of the Disclosing Party, as demonstrated by the Receiving Party's contemporaneous written records, including, without limitation, laboratory notebooks, engineering logs, version-control histories, or similar documentation.

Section 2.4 — Third-Party Disclosure. Becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of the Disclosing Party's Representatives, provided that such source is not, to the Receiving Party's knowledge (after reasonable inquiry), bound by a confidentiality obligation to the Disclosing Party or any of its Representatives with respect to such informa

ARTICLE 3 — OBLIGATIONS OF THE RECEIVING PARTY

Section 3.1 — Confidentiality Obligations. The Receiving Party shall: (a) hold all Confidential Information of the Disclosing Party in strict confidence; (b) not disclose, publish, disseminate, or otherwise make available any Confidential Information to any person or entity other than its Representatives who have a need to know such information in connection with the Purpose; and (c) use the Confidential Information

Section 3.2 — Standard of Care. The Receiving Party shall protect the Disclosing Party's Confidential Information using at least the same degree of care that the Receiving Party uses to protect its own confidential and proprietary information of a similar nature and sensitivity, but in no event less than a reasonable degree of care. Without limiting the foregoing, the Receiving Party shall implement and maintain comm

Section 3.3 — Responsibility for Representatives. The Receiving Party shall be responsible and liable for any breach of this Agreement by any of its Representatives as if such breach had been committed by the Receiving Party itself. Prior to disclosing any Confidential Information to any Representative, the Receiving Party shall (a) inform such Representative of the confidential nature of the Confidential Information

Section 3.4 — No Reverse Engineering. The Receiving Party shall not reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of any Confidential Information, including, without limitation, any software, prototypes, hardware components, or technical materials disclosed by the Disclosing Party, without the prior written co

ARTICLE 4 — PERMITTED DISCLOSURES

Section 4.1 — Compelled Disclosure. If the Receiving Party or any of its Representatives becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, judicial or administrative order, governmental investigation, or similar legal process) to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent legally permissibl

Section 4.2 — Regulatory or Governmental Disclosure. Disclosures required by applicable law, regulation, or the rules or requirements of any governmental or regulatory authority (including, without limitation, the U.S. Securities and Exchange Commission, any state securities regulatory authority, or any applicable stock exchange) shall be permitted, provided that the Receiving Party complies with the notice and coope

Section 5.1 — Limited Use. Confidential Information disclosed hereunder shall be used by the Receiving Party and its Representatives solely in connection with the Purpose and shall not be used for any other purpose whatsoever. Without limiting the foregoing, the Receiving Party shall not use the Disclosing Party's Confidential Information (a) for competitive purposes, including, without limitation, to develop, design

Section 5.2 — No License Granted. Nothing in this Agreement shall be construed as granting to the Receiving Party or any of its Representatives any license, right, title, or interest, by implication, estoppel, or otherwise, under any patent (including, without limitation, U.S. Patent Nos. 11,234,567 through 11,234,580 and pending Application Nos. 17/901,201 through 17/901,206), copyright, trademark, service mark, tra

Section 5.3 — No Obligation to Proceed. Nothing in this Agreement shall obligate either Party to enter into any license agreement, business relationship, definitive agreement, or other transaction with the other Party. Each Party retains the absolute right, in its sole discretion, to terminate discussions regarding the Purpose at any time, for any reason or no reason, without liability to the other Party except for o

ARTICLE 6 — TERM AND TERMINATION

Section 6.1 — 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 June 19, 2025), unless earlier terminated in accordance with Section 6.2. During the term of this Agreement, each Party may disclose Confidential Information to the other Party in accordance with the terms and condit

Section 6.2 — Termination. Either Party may terminate this Agreement at any time upon thirty (30) days' prior written notice to the other Party, delivered in accordance with Section 10.8. Upon the effective date of such termination, neither Party shall have any further obligation to disclose Confidential Information to the other Party, but all obligations of the Receiving Party with respect to Confidential Informatio

Section 6.3 — Survival of Obligations. The obligations of the Receiving Party with respect to Confidential Information received prior to the termination or expiration of this Agreement shall survive such termination or expiration and shall remain in full force and effect for a period of two (2) years following the date of such termination or expiration. For the avoidance of doubt, the survival period set forth in thi

ARTICLE 7 — RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION

Section 7.1 — Return or Destruction. 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 promptly, and in no event later than thirty (30) calendar days after such request, termination, or expiration: (a) Return to the Disclosing Party all originals and copies of tangible materials containing, reflecti

Section 7.2 — Retention of Copies. Notwithstanding Section 7.1, the Receiving Party may retain: (a) Copies of Confidential Information that are stored on routine electronic back-up or disaster-recovery systems in the ordinary course of business, provided that (i) such copies are maintained solely for archival or disaster-recovery purposes, (ii) such copies are not intentionally accessed except as required by applicab

ARTICLE 8 — NO REPRESENTATIONS OR WARRANTIES

Section 8.1 — "As Is" Disclosure. Each Party acknowledges and agrees that neither Party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy, completeness, reliability, currentness, or fitness for a particular purpose of any Confidential Information disclosed or made available hereunder. ALL CONFIDENTIAL INFORMATION IS PROVIDED ON AN "AS IS" BASIS, AND EACH PARTY

Section 9.1 — Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach of this Agreement by the Receiving Party or any of its Representatives may cause the Disclosing Party irreparable injury and harm for which monetary damages alone would be an inadequate and insufficient remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be

Section 9.2 — Cumulative Remedies. The rights and remedies of the Parties under this Agreement are cumulative and shall be in addition to, and not in substitution for or limitation of, any other rights or remedies available to the Parties at law, in equity, or otherwise, including, without limitation, any rights or remedies available under applicable trade secret laws, patent laws, or other intellectual property laws

ARTICLE 10 — GENERAL PROVISIONS

Section 10.1 — Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflicts-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 10.2 — Jurisdiction and Venue. Each Party irrevocably and unconditionally agrees that any action, suit, or proceeding arising out of or relating to this Agreement or any breach or threatened breach hereof shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction, in the Superior Court of the State of Delaware), or in the United States Dis

Section 10.3 — Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether oral or written, relating to the subject matter hereof, including, without limitation, any prior confidentiality, nondisclosure, or simi

Section 10.4 — Amendments. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by authorized representatives of both Parties. No oral agreement or course of dealing between the Parties shall operate to amend or modify this Agreement.

Section 10.5 — Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other Party, and any attempted assignment, delegation, or transfer in violation of this Section 10.5 shall be null and void and of no force or effect. Notwithstanding the foregoing, either Party may, without the

Section 10.6 — Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or remedy shall preclude any other or further exercise thereof, or the exercise of any other right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless made in writin

Section 10.7 — Severability. If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be reformed and construed so that it is valid, legal, and enforceable to the max

Section 10.8 — Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by overnight courier service of national reputation (with written confirmation of receipt), or (c) sent by certified or registered mail, return receipt requ

Section 10.9 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic signature (including via Brightwater Software, Ashford Health IT, or any similar electronic signature platform) or by facsimile transmission of a signed c

Section 10.10 — No Agency or Partnership. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary relationship, or employment relationship between the Parties. Neither Party shall have any authority to bind the other Party or to incur any obligations on behalf of the other Party.

Section 10.11 — Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement, 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 under or by reas