NDA

Confidential Information Defined: Each Party acknowledges that it will have access to certain confidential information of the other Party concerning the other Party’s business, proprietary reporting formats, sales material (including proposals), plans, customers, technology and products, including the terms and conditions of this Agreement (“Confidential Information”).

Confidential Information includes, but is not limited to: descriptions, business plans, software, internet designs, test data, other data, reports, recommendations, marketing plans, advertising and sales material, seo reports, customer lists, business records, projections, products, product information, financial information, other plans or proposals, proprietary information and any other information disseminated by one Party to the other to further the purpose of this Agreement and the performance thereof.

Non-confidential Information. Information is not confidential if it is generally known or available to the public, it is known to one party before the other party discloses it, it was independently received by a Party from third party or it was developed independently of the other party. Obligation of Nondisclosure. The Parties promise and hereby agree:

• To hold Confidential Information in strict confidence;
• To use Confidential Information only for purposes of carrying out this Agreement;
• To only disclose the Confidential Information to those Party’s officers, employees and agents as are necessary to carry out the purpose of this Agreement;
• Not to disclose Confidential Information to third parties without the other party’s prior written approval.

The Parties hereby agree that these obligations shall remain in full force and effect during the term of the Agreement and for three years following termination of this Agreement.