This Mutual Non-Disclosure Agreement (this "Agreement") is entered into by and between Vostego ("Disclosing Party") and the Receiving Party.
1. Purpose. The parties wish to explore a business opportunity of mutual interest and in connection with this opportunity, a party may disclose to the other party certain confidential technical and business information that the disclosing party desires the receiving party to treat as confidential.
2. Confidential Information. "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, including without limitation documents, business plans, source code, software, financial analysis, marketing plans, customer names, customer lists, and other information that is designated as "Confidential," "Proprietary" or some similar designation. Confidential Information may also include information disclosed to a disclosing party by third parties.
3. Non-use and Non-disclosure. Each party agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party's employees, except to those employees of the receiving party who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship.
4. Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information.
5. Term. The obligations of each receiving party hereunder shall survive until such time as all Confidential Information of the disclosing party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party.