Upon entering this site, Potential Customer shall be provided with access to
information that is confidential, proprietary, or otherwise not publicly
available (“Confidential Information”). Potential Customer shall use the
Confidential Information solely for the purpose of its internal evaluation of
Potential Customer’s participation in this request for proposal process.
Potential Customer shall not disclose the Confidential Information to any person
other than as expressly permitted herein, and shall safeguard the Confidential
Information from unauthorized disclosure. Confidential Information may, however,
be disclosed to Potential Customer and its affiliates, and each of their
respective directors, officers, employees, consultants, members, partners,
counsel, potential financing parties and agents (collectively,
“Representatives”), but only if such Representatives need to know the
Confidential Information in connection with evaluating Potential Customer’s
participation in this request for proposal process.
As used in herein, “Confidential Information” means all information that is confidential, proprietary, or otherwise not publicly available. The following does not constitute Confidential Information: (i) information that is or becomes publicly available other than as a result of a disclosure by Potential Customer or its Representatives; (ii) information that was already known to Potential Customer prior to being furnished to Potential Customer; (iii) information that becomes available to Potential Customer on a non-confidential basis from a source, to Potential Customer’s knowledge, that is neither subject to any prohibition against transmitting the information to Potential Customer nor bound by a confidentiality agreement that prevents its disclosure; and (iv) information that is independently developed by Potential Customer or its Representatives.
Because money damages may not be a sufficient remedy for a breach of these terms by Potential Customer or its Representatives, specific performance and injunctive relief may be sought as remedies for any such breach or threatened breach. Such remedies will not be deemed to be the exclusive remedies for a breach of these terms by Potential Customer or any of its Representatives but will be in addition to all other remedies available at law or in equity. Potential Customer shall not be liable for any consequential, punitive, exemplary or indirect damages arising under, or as a result of a breach of, these terms.
The obligation to keep the Confidential Information confidential shall commence upon Potential Customer’s acceptance of these terms and shall terminate on the date that is one year thereafter.
Nothing herein will be construed as granting any rights to Potential Customer, by license or otherwise, to any Confidential Information, except as specifically stated herein.
THE TERMS HEREIN WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD OTHERWISE DIRECT THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION.