Purpose
The Parties wish to evaluate a potential business relationship and may exchange confidential business, technical, financial, and customer information.
Confidential Information
“Confidential Information” means all non-public information disclosed by either Party, whether in written, oral, electronic, or any other form, including but not limited to customer, subscriber, and end-user data; rates, margins, revenues, and financial information; invoices and other financial records relating to any past, present, or future customer; technical information, including all information regarding network configuration, systems, equipment, IP addresses, and any equipment attached thereto; all operational, billing, and internal business data; Telecom Data, including but not limited to call detail records, rate decks, traffic volumes, and other traffic statistics; and any other proprietary or sensitive information not generally known to the public.
Confidential Information does not include information that (i) becomes public without breach, (ii) was lawfully known by the receiving Party before disclosure, (iii) is lawfully obtained from a third party, (iv) is independently developed, or (v) must be disclosed by law, provided prior notice is given when possible.
Use and Disclosure
Confidential Information may be used only to evaluate or conduct a potential business relationship.
It may be shared only with employees or advisors who need to know and are bound by confidentiality obligations.
No reverse engineering or misuse of proprietary materials is allowed.
Protection of Information
Each Party agrees to protect the other’s Confidential Information with the same care it uses for its own sensitive information and not to copy or distribute it except as permitted.
No Obligation or License
This Agreement does not require either Party to enter into any transaction, nor does it grant any intellectual-property or ownership rights.
Return of Materials
Upon request, all Confidential Information and copies must be promptly returned or destroyed.
No Warranty
All Confidential Information is provided “as is,” without warranties.
Term
Confidentiality obligations continue until the information becomes public through no fault of the receiving Party.
Remedies
A breach may cause irreparable harm. The injured Party may seek injunctive relief and recover damages and legal fees.
Governing Law
This Agreement is governed by the laws of the State of Texas.
