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Defines “Confidential Information,” including information shared orally, in writing, or via other media, and specifies exclusions such as public information, prior knowledge, independent development, and third-party disclosures without confidentiality duties. Establishes permitted use, limits disclosure to need-to-know representatives bound by similar obligations, requires reasonable safeguards, and addresses unauthorized disclosure, termination, “as is” warranty, return or destruction of materials, no license, term and survival, and governing law in New York.","Non-Disclosure Agreement\nThis Non-Disclosure Agreement (\"Agreement\") is entered into as of [Date], by and between Jane Biometrics, with its principal place of business at 243 Elm Street, New York, NY, and Genesis Biometrics, with its principal place of business at 56 Sunset Boulevard, New York, NY (collectively referred to as the \"Parties\").\nPurpose:\nThe purpose of this Agreement is to facilitate discussions and explore a mutually beneficial business opportunity between the Parties while protecting the confidentiality of any proprietary information exchanged. The Parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and confidential information (\"Confidential Information\").\nTerms and Conditions:\n1. Definition of Confidential Information:\n\"Confidential Information\" refers to any non-public information disclosed by one Party (\"Disclosing Party\") to the other Party (\"Receiving Party\"), whether orally, in writing, or through any other medium, including, but not limited to, business plans, technical data, trade secrets, product designs, software, customer information, marketing strategies, financial details, and other proprietary information. Confidential Information also includes any information disclosed by third parties under the direction of the Disclosing Party.\nConfidential Information does not include information that:\n- Was known to the Receiving Party prior to disclosure by the Disclosing Party without any obligation of confidentiality.\n- Is or becomes publicly known through no wrongful act of the Receiving Party.\n- Is independently developed by the Receiving Party without reference to the Confidential Information.\n- Is disclosed to the Receiving Party by a third party who is not under an obligation of confidentiality.\n2. Use and Disclosure:\nThe Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating or pursuing the business opportunity between the Parties. The Receiving Party shall not disclose the Confidential Information to any third party except to its employees, agents, or contractors who need to know the information to fulfill the purpose of this Agreement and who are bound by confidentiality obligations no less restrictive than those of this Agreement.\n3. Protection of Confidential Information:\nThe Receiving Party agrees to take all reasonable precautions to protect the confidentiality of the Confidential Information. Such precautions shall include, but not be limited to, requiring employees, agents, and contractors to sign similar non-disclosure agreements. The Receiving Party shall not make any copies of the Confidential Information unless expressly permitted by the Disclosing Party. In the event of an unauthorized disclosure, the Receiving Party shall promptly notify the Disclosing Party.\n4. No Obligation:\nNothing in this Agreement obligates either Party to proceed with any transaction or relationship. Either Party may terminate discussions or negotiations at any time.\n5. No Warranty:\nThe Disclosing Party provides the Confidential Information \"as is\" without any warranties, express or implied, regarding its accuracy, completeness, or performance.\n6. Return of Materials:\nUpon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information, including all copies, and certify in writing that all such materials have been returned or destroyed.\n7. No License:\nNothing in this Agreement shall be construed as granting any rights to the Receiving Party, by license or otherwise, to any patents, copyrights, trade secrets, or other intellectual property of the Disclosing Party.\n8. 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It also covers information disclosed by third parties under the disclosing party’s direction.","Answer",{"name":76,"@type":71,"acceptedAnswer":77},"What are the permitted uses and disclosure limits for the receiving party?",{"text":78,"@type":74},"The receiving party may use Confidential Information only to evaluate or pursue the business opportunity. 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