THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is entered into between the Disclosing Party and the Receiving Party as of the Effective Date to protect certain information of the Disclosing Party that may be disclosed for the purpose of evaluating the feasibility of a relationship between the Disclosing Party and the Receiving Party in connection with a project to invest in a maintenance program for the motor carrier industry conceived and developed by the Disclosing Party, and the performance of its duties in connection with such invention if the Disclosing Party and the Receiving Party agree to proceed with such relationship (the “Purpose”). The Disclosing Party and the Receiving Party may be referred to herein individually as a “Party” and collectively as the “Parties”.

 

1. Confidential Information. As used herein, the “Confidential Information” means, subject to Section 3, any and all technical and non-technical information that is disclosed by the Disclosing Party, or others working in collaboration with Disclosing Party, to the Receiving Party regardless of when or where disclosed, whether disclosed verbally, visually, electronically, in writing, or by other means of communication, whether tangible or intangible, directly or indirectly, and in whatever form or medium. Confidential Information may include, without limitation: the name, use, characteristics, components, chemicals, materials, development status of the invention; patent and patent application information; techniques, processes, ideas, know-how and trade secrets; documents, data, materials, equipment and technology; sketches, drawings, images, models, works of authorship, formulae, algorithms, software and source codes; information concerning research, engineering, experimental work, development, designs and specifications; financial information, business plans, strategies, forecasts, sales, marketing, pricing, costs or budget information; manufacturing information; actual or potential customer and investor information; and any other document or information bearing or incorporating any of the foregoing, prepared by either Party, that contains or is based upon Confidential Information.

Obligation of Confidence. Subject to Section 4, the Receiving Party agrees that, at all times and notwithstanding any termination of this Agreement, it will: (i) hold all Confidential Information in strictest confidence; (ii) not disclose, publish or otherwise reveal any Confidential Information to any third party, except as approved in writing by the Disclosing Party; (iii) use the Confidential Information for no reason other than in furtherance of the Purpose; and (iv) take proper and appropriate steps to protect the Confidential Information. The Receiving Party will limit access to the Confidential Information to only those of the Receiving Party’s employees or authorized representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein. The Receiving Party shall be responsible for any breach of the terms of this Agreement by its employees, authorized representatives or anyone receiving the Confidential Information from the Receiving Party. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party and has been developed and obtained through great efforts by the Disclosing Party. The Receiving Party shall not