This Non-Disclosure Agreement (NDA) outlines the terms and conditions governing the exchange of proprietary and confidential information between TrellisWare Technologies, Inc. and Company. The agreement aims to protect sensitive data disclosed by either party for a specific purpose, fostering a business relationship. It defines "Proprietary Information" and sets forth obligations for the Receiving Party, including maintaining confidentiality, restricting use, and preventing unauthorized disclosure.
The NDA specifies exceptions to confidentiality, such as publicly available information or data independently developed. It also addresses compelled disclosures and export control regulations. The agreement includes provisions for term and termination, remedies for breach, and applicable law. Both parties agree to protect the other's proprietary information with the same degree of care they use to protect their own, but no less than a reasonable degree of care.
The document emphasizes that no rights or licenses are conveyed regarding proprietary information or intellectual property. It also includes a warranty disclaimer and limitation of liability. The agreement is governed by California law and is intended to be the entire understanding between the parties.