This Mutual Non-Disclosure Agreement (the “Agreement”) is made and entered into as of the date last signed (the “Effective Date”) by and between Carbine LLC, on behalf of itself, its subsidiaries, affiliates, and related companies, and the party set forth in the signature block.
2.“Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly in writing, orally, or by inspection of tangible objects (i) that the disclosing party identifies as confidential or proprietary; or (ii) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself. Confidential Information may also include confidential or proprietary information disclosed to a disclosing party by a third party.
3.Exceptions. Notwithstanding Section 2, Confidential Information shall not include any information which (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public without breach of this Agreement by the receiving party; (ii) was acquired by the receiving party without restriction as to use or disclosure before receiving such information from the disclosing party, as shown by the receiving party's files and records immediately prior to the time of disclosure; (iii) is obtained by the receiving party without restriction as to use or disclosure by a third party authorized to make such disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession.
5.Maintenance of Confidentiality. The receiving party will maintain the confidentiality of the disclosing party’s Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances. The receiving party will not disclose any of the disclosing party’s Confidential Information to employees or to any third parties except to the receiving party’s employees who have a need to know such information in connection with the Purpose and have agreed to abide by non-disclosure terms at least as protective of the disclosing party’s Confidential Information as those set forth herein.
7.Duration of Protection. The obligations set forth herein with respect to the disclosing party’s Confidential Information shall be protected by this Agreement until such information is no longer Confidential Information because it is covered by an exception set forth in Section 3.
8.Term. This Agreement shall be effective as of the Effective Date and shall remain in effect for a period of one (1) year. Thereafter, the Agreement shall automatically renew for additional automatic one (1) year terms if any Confidential Information has been exchanged within three (3) months preceding the renewal date. Otherwise, the agreement shall expire. Upon expiration or termination of this Agreement, this Agreement shall survive to the extent necessary to protect Confidential Information exchanged during the term of the Agreement pursuant to Section 7.