Draft Contract Clause

After

CONFIDENTIALITY AND NON-DISCLOSURE 1. Definition of Confidential Information. "Confidential Information" means any and all non-public information disclosed by either Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally, in writing, or by inspection, including but not limited to: trade secrets, customer lists, proprietary technology, business strategies, financial data, and product roadmaps. 2. Obligations. The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; (c) use Confidential Information solely for the purposes contemplated by this Agreement. 3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed without reference to the Confidential Information. 4. Term. This obligation shall survive for a period of two (2) years from the date of disclosure. 5. Governing Law. This clause shall be governed by the laws of the State of Delaware.