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Disclosure of Confidential Information. In connection with evaluating Agenxy and its services for potential usage and feedback as alpha testers (the "Purpose"), Discloser may disclose Confidential Information (as defined below) to Recipient. The Recipient shall use the Confidential Information solely for the Purpose and, subject to Section 3, shall not disclose such Confidential Information other than to its affiliates and its or their employees, officers, attorneys, accountants, and financial advisors (collectively "Representatives") who: (a) need access to such Confidential Information for the Purpose; (b) are informed of its confidential nature; and (c) are bound by written confidentiality obligations no less protective of the Confidential Information than the terms contained herein. Recipient shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the same degree of care as the Recipient would use to protect its own Confidential Information but in no event with less than a commercially reasonable degree of care. Recipient will be responsible for any breach of this Agreement caused by its Representatives. Recipient agrees to notify Discloser in writing within 5 days of any misuse, misappropriation, or unauthorized disclosure of the Confidential Information of Discloser that may come to Recipient's attention.
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Definition of Confidential Information. "Confidential Information" means technical, financial, and/or commercial information relating to the business, facilities, products, projects, techniques, and processes of Discloser in the form of oral disclosure, demonstration, device, model, sample of any kind, computer program, magnetic medium, document, specification, circuit diagram, or drawing (including but not limited to information of a general nature) and visual observation of the aforesaid, which information is confidential to the Discloser and the Parties are willing to undertake to restrict the use and further disclosure of such Confidential Information.
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Exclusions from Confidential Information. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Recipient's or its Representatives' breach of this Agreement; (b) is obtained by Recipient or its Representatives on a non-confidential basis from a third party that, to Recipient's knowledge, was not legally or contractually restricted from disclosing such information; (c) Recipient establishes by documentary evidence was in Recipient's or its Representatives' possession prior to Discloser's disclosure hereunder; or (d) Recipient establishes by documentary evidence was or is independently developed by Recipient or its Representatives without relying on any Confidential Information. Confidential Information also includes (y) the facts that the parties are in discussions regarding the Purpose (or without limitation any termination of such discussions) and that Confidential Information has been requested or disclosed; and (z) any terms, conditions, or arrangements discussed. In addition, if Recipient or any of its Representatives is required by a valid legal order to disclose any Confidential Information, Recipient shall, before such disclosure and unless legally prohibited, notify Discloser of such requirements so that Discloser may seek, at Discloser's expense, a protective order or other remedy, and Recipient shall reasonably assist Discloser therewith. If Recipient remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Confidential Information that it is required to disclose; and (b) use commercially reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.
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Return or Destruction of Confidential Information. On Discloser's written request, Recipient shall, at Discloser's discretion, promptly return to Discloser or destroy all Confidential Information in its and its Representatives' possession. Recipient shall continue to be bound by the terms and conditions of this Agreement with respect to such retained Confidential Information until such retained Confidential Information is returned or destroyed in accordance with this Section.
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No Warranty. This Agreement imposes no obligation on either party to disclose any Confidential Information or to negotiate for, enter into, or otherwise pursue the Purpose. Discloser makes no representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information and will have no liability to Recipient or any other person relating to Recipient's use of any of the Confidential Information or any errors therein or omissions therefrom.
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No License. Discloser retains its entire right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest in and to the Confidential Information to Recipient or any other person.
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Term. The rights and obligations of the parties under this Agreement will expire upon the official launch of Agenxy, at which time the testers will receive confirmation via email. The rights and obligations of the parties under Section 4 with respect to Confidential Information retained as provided therein shall continue to be binding.
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Remedies. Recipient acknowledges and agrees that any breach of this Agreement will cause irreparable harm and injury to Discloser for which money damages would be an inadequate remedy and that, in addition to remedies at law, Discloser is entitled to equitable relief as a remedy for any such breach or potential breach, including, without limitation, injunctive relief without the posting of bond or other security. Recipient waives any claim or defense that Discloser has an adequate remedy at law in any such proceeding. Nothing herein shall limit the equitable or available remedies at law for Discloser.
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Governing Law. This Agreement and all related documents are governed by and construed in accordance with the laws of Denmark, without giving effect to its conflict of laws principles.
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Jurisdiction. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the courts of Copenhagen, Denmark, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in such courts. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
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Notices. All notices must be in writing and addressed to the relevant party at its address set forth in the preamble. All notices must be personally delivered or sent prepaid by a nationally recognized courier or certified or registered mail, return receipt requested, and are effective upon actual receipt.
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Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter. This Agreement may only be amended, modified, waived, or supplemented by an agreement in writing signed by both parties.
