This agreement ("Agreement") governs your access to and use of information provided in this data room for the purpose of exploring potential business opportunities or relationships ("Purpose") with SFiP ("Company," "we" or "us"). This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its provisions regarding conflict of laws. Any legal suit, action, or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be under the exclusive jurisdiction of the federal and state courts located in California.
All information provided in this data room, including but not limited to financial information, business strategies, customer and supplier lists, research and development efforts, proprietary software, and trade secrets, whether in oral, written, graphic or electronic form, is deemed confidential ("Confidential Information"). By accessing this data room, you acknowledge and agree to hold this Confidential Information in strict confidence. You agree not to disclose any Confidential Information to any third party without our prior written consent, and to use the Confidential Information solely for the Purpose.
You agree to take all reasonable precautions to prevent the unauthorized disclosure of Confidential Information, including ensuring that your employees, agents, or representatives who have access to Confidential Information adhere to these confidentiality obligations. Upon our request at any time, you shall promptly return or destroy all Confidential Information and all copies, notes, or extracts thereof.
In the event of a breach or threatened breach of these terms, you acknowledge that we will suffer irreparable harm and will therefore be entitled to injunctive relief without the necessity of proving damages or the inadequacy of other remedies.
The obligations under this Agreement do not extend to information that: (a) is publicly available at the time of disclosure or becomes publicly available through no fault of yours; (b) is in your possession prior to disclosure, as evidenced by your records; or (c) is received by you from a third party who is not in breach of any confidentiality obligations.In the event of a breach or threatened breach of these terms, you acknowledge that we will suffer irreparable harm and will therefore be entitled to injunctive relief without the necessity of proving damages or the inadequacy of other remedies.
During the term of this Agreement and for a period of one year thereafter, you agree not to solicit or induce any of our employees, consultants, or contractors to terminate their relationship with us in order to become an employee, consultant, or contractor to or for any other person or business entity.
If you are legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, you agree to provide us with prompt notice so that we may seek a protective order or other appropriate remedy.
This Agreement does not supersede or replace any terms of any existing confidentiality agreement between you/your company and us.
We make no representations or warranties as to the accuracy or completeness of the Confidential Information. You agree that we shall have no liability resulting from the use of the Confidential Information.
This Agreement will remain in effect for a period of two (2) years from the date of acceptance, unless earlier terminated by us.