Terms & Conditions

Confidential Information

1. DEFINITIONS

1.1 “Confidential Information” means any and all non-public information, in whatever form or medium, disclosed or made available by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), either directly or indirectly, whether before or after the Effective Date, including but not limited to:

(a) Business information, including but not limited to business plans, trategies, operations, finances, sales information, marketing plans, customer lists, supplier information, pricing information, projections, and business opportunities;

(b) Technical information, including but not limited to inventions, know-how, trade secrets, research, product plans, products, services, markets, software, HAMMICK LLC. 30 N Gould St, Ste R. Sheridan, Wyoming, 82801developments, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, and technical specifications;

(c) Financial information, including but not limited to financial statements, projections, forecasts, budgets, costs, pricing, and investment information;

(d) Proprietary methods, systems, and processes;

(e) Any other information that would reasonably be considered non-public, confidential, or proprietary given the nature of the information and the circumstances of disclosure; and

(f) Any notes, analyses, compilations, studies, summaries, and other material prepared by or for the Receiving Party to the extent containing, based on, or derived from any of the foregoing.

1.2 “Representatives” means a Party’s directors, officers, employees, agents, advisors, attorneys, accountants, consultants, contractors, and other representatives who need to know the Confidential Information for purposes of evaluating or furthering the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Duty of Confidentiality. Each Receiving Party shall:

(a) Hold in strict confidence all Confidential Information of the Disclosing Party;

(b) Use the Confidential Information solely for the Purpose and not for any other purpose;

(c) Not disclose, distribute, publish, transmit, or otherwise make available the Confidential Information to any third party without the prior written consent of the Disclosing Party;

(d) Limit access to the Confidential Information to only those Representatives who have a legitimate need to know such information for the Purpose;

(e) Inform each Representative who receives Confidential Information of the confidential nature of such information and the obligations set forth in this Agreement;

(f) Be responsible for any breach of this Agreement by any of its Representatives;

(g) Use at least the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care; and (h) Notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement, and cooperate with the Disclosing Party to help regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

2.2 No License or Transfer. All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any rights, license, or ownership interest in or to the Confidential Information, by implication, estoppel, or otherwise, under any patent, copyright, trademark, trade secret, or other intellectual property right.

2.3 No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING ITS ACCURACY, COMPLETENESS, PERFORMANCE, OR NON-INFRINGEMENT.

2.4 No Obligation. Nothing in this Agreement obligates either Party to disclose anyparticular Confidential Information or to enter into any further business relationship, contract, or other transaction with the other Party.

3. PERMITTED DISCLOSURES AND EXCEPTIONS

3.1 Exceptions. The obligations of confidentiality and non-use set forth in this Agreement shall not apply to any information that the Receiving Party can demonstrate by clear and convincing evidence:

(a) Was in the public domain at the time of disclosure or subsequently enters the public domain through no fault, action, or omission of the Receiving Party or its Representatives;

(b) Was rightfully known by the Receiving Party prior to receiving such information from the Disclosing Party and without restriction as to use or disclosure;

(c) Is rightfully acquired by the Receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure;

(d) Is independently developed by the Receiving Party or its Representatives without access to or use of the Disclosing Party’s Confidential Information; or

(e) Is approved for release or disclosure by the Disclosing Party in writing without restriction.

3.2 Required Disclosure. If the Receiving Party is required to disclose Confidential Information pursuant to applicable law, regulation, court order, or other legal process, the Receiving Party shall:

(a) Give the Disclosing Party, to the extent legally permissible, prompt written notice of such requirement prior to disclosure so that the Disclosing Party may seek aprotective order or other appropriate remedy

(b) Consult with the Disclosing Party on the advisability of taking steps to resist or narrow the scope of such requirement;

(c) If disclosure is required, furnish only that portion of the Confidential Information that the Receiving Party is legally required to disclose, according to the advice of counsel; and

(d) Use reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to such Confidential Information.

4. TERM AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Signing Date and shall continue in full force and effect for three (3) years from the Effective Signing Date, unless earlier terminated as provided.

4.2 Termination. Either Party may terminate this Agreement by providing thirty (30) days’ prior written notice to the other Party. 

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