This is a private and confidential agreement between Project Kure (the “Discloser”) and the undersigned party (the “Recipient”). By entering into this agreement, the Recipient acknowledges and agrees to the following terms:
1. Purpose
Project Kure possesses certain proprietary and confidential information, including but not limited to intellectual property, processes, product details, technical knowledge, and other resources (the "Confidential Information"). This information may be disclosed to the Recipient in various formats (written, verbal, digital, or demonstration) as part of their relationship with Project Kure.
The purpose of this agreement is to ensure the confidentiality of such information and to prevent unauthorized use or distribution.
2. Obligations of the Recipient
The Recipient agrees:
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To treat all Confidential Information as strictly private and confidential.
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Not to disclose, share, or distribute any Confidential Information to any third party without prior written consent from Project Kure.
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To use Confidential Information solely for purposes explicitly agreed upon with Project Kure and not for any other reason.
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To ensure that any employees, contractors, or representatives who have access to the Confidential Information are bound by these same terms.
3. Exceptions
The obligations in this agreement do not apply to information that:
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Is publicly available at the time of disclosure or becomes publicly available without any breach of this agreement.
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The Recipient can demonstrate was already in their possession before disclosure by Project Kure, provided it was not acquired directly or indirectly from Project Kure.
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Is obtained lawfully from a third party without any confidentiality obligation to Project Kure.
4. Use of Confidential Information
The Recipient agrees to use all products, processes, or resources provided by Project Kure responsibly and in accordance with any accompanying usage guidelines, instructions, or recommendations. The Recipient acknowledges that any deviation from these guidelines is at their own risk.
5. Disclaimer and Liability
The Confidential Information is provided “as is,” without any warranties or guarantees, expressed or implied. Project Kure assumes no liability for any outcomes resulting from the use of this information.
6. Termination of Discussions
This agreement does not obligate either party to proceed with any transaction or relationship. Either party may terminate discussions at their discretion, except that the obligations of confidentiality under this agreement shall survive termination.
7. Term and Binding Nature
This agreement remains binding in perpetuity unless otherwise agreed in writing by both parties.
8. Breach of Agreement
Any breach of this agreement will result in immediate termination of access to Confidential Information and may lead to legal action. The Recipient agrees to indemnify Project Kure for any damages, costs, or losses resulting from unauthorized disclosure or misuse of the Confidential Information.
9. Acknowledgment and Consent
By signing this agreement or providing digital acknowledgment, the Recipient agrees to all terms, conditions, and obligations outlined herein. A digital signature or acknowledgment holds the same validity as a wet ink signature.