WHEREAS, the Parties wish to explore a potential business relationship relating to [DESCRIPTION OF PURPOSE, e.g., "the evaluation and potential use of Gyre Research's portfolio analytics platform"] (the "Purpose"); and
WHEREAS, in connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information; and
WHEREAS, the Parties wish to establish the terms and conditions under which such information will be disclosed and protected;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
"Confidential Information" means any and all non-public information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether in oral, written, electronic, visual, or other form, that is designated as confidential, proprietary, or sensitive, or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation:
Confidential Information does not include information that the Receiving Party can demonstrate by competent evidence:
The Receiving Party shall not disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted by this Agreement.
The Receiving Party shall use Confidential Information solely for the Purpose and shall not use Confidential Information for any other purpose, including but not limited to the Receiving Party's own commercial benefit, competitive advantage, or to develop competing products or services.
The Receiving Party shall protect Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable degree of care. The Receiving Party shall take all reasonable precautions to prevent unauthorized disclosure, including implementing appropriate physical, technical, and organizational safeguards.
The Receiving Party may disclose Confidential Information only to its employees, officers, directors, agents, advisors, and contractors (collectively, "Representatives") who: (a) have a genuine need to know the information in connection with the Purpose; and (b) are bound by confidentiality obligations at least as restrictive as those in this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.
If the Receiving Party is required by applicable law, regulation, legal process, or the rules of any stock exchange or regulatory authority to disclose any Confidential Information, the Receiving Party shall, to the extent legally permissible:
Financial Regulators: Nothing in this Agreement shall prohibit either Party from making disclosures required by securities regulators (e.g., SEC, FCA, MAS, SFC, JFSA, ASIC), central banks, or other financial regulatory authorities, provided the disclosing Party limits disclosure to the extent required and seeks confidential treatment where available.
Whistleblower Protections: Nothing in this Agreement restricts either Party's employees from: (a) reporting potential violations of law to government agencies (including the SEC, CFTC, DOJ, or equivalent authorities in other jurisdictions); (b) cooperating with government investigations; or (c) making disclosures protected under applicable whistleblower statutes. No prior notice to or authorization from the other Party is required for such protected disclosures.
EU Whistleblower Directive: For Parties in the EU, this Agreement does not override protections under Directive (EU) 2019/1937 on the protection of persons who report breaches of Union law.
This Agreement is effective as of the Effective Date and shall remain in effect for a period of 2 years from the Effective Date, unless terminated earlier by either Party upon 30 days' written notice to the other Party.
The confidentiality obligations under this Agreement shall survive termination or expiration and remain in effect for a period of 3 years following termination or expiration, except that obligations with respect to trade secrets shall continue for as long as the information qualifies as a trade secret under applicable law.
Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly (and in any event within 30 days):
The Receiving Party may retain one archival copy of Confidential Information solely for legal, regulatory, or compliance purposes, provided such copy remains subject to the confidentiality obligations of this Agreement.
No disclosure of Confidential Information under this Agreement shall be construed as granting the Receiving Party any license, ownership right, or other interest in the Disclosing Party's intellectual property, patents, copyrights, trademarks, trade secrets, or other proprietary rights. All Confidential Information remains the exclusive property of the Disclosing Party.
Nothing in this Agreement obligates either Party to: (a) disclose any particular Confidential Information; (b) enter into any further agreement, business relationship, or transaction; or (c) continue discussions related to the Purpose. Each Party reserves the right to terminate discussions at any time, for any reason, without liability.
Each Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone may be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief and specific performance, without the requirement of posting a bond or other security, to the extent permitted by applicable law.
US: The Parties consent to the jurisdiction of courts in the State of New Hampshire for injunctive relief under this Agreement. Both Parties acknowledge their rights and obligations under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836), including the immunity provisions for whistleblowers under 18 U.S.C. § 1833(b).
EU/UK: Either Party may seek interim or injunctive relief from any court of competent jurisdiction, notwithstanding any choice of law or jurisdiction clause. Nothing in this Agreement limits the application of mandatory provisions of applicable EU Member State or UK law.
Singapore: Either Party may apply to the Singapore courts for interim relief, including injunctive relief, without prejudice to any dispute resolution mechanism agreed upon herein.
Hong Kong: Either Party may seek interlocutory injunctive relief from the High Court of Hong Kong.
Japan: Either Party may seek provisional remedies from the Tokyo District Court.
Australia: Either Party may seek injunctive or other interlocutory relief from the Federal Court of Australia or the Supreme Court of New South Wales.
This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire, United States, without regard to its conflict-of-laws principles, except where the Counterparty is domiciled in a jurisdiction where mandatory local law requires a different choice of law.
Any dispute arising out of or in connection with this Agreement shall first be submitted to good-faith negotiation between senior representatives of the Parties for a period of thirty (30) days. If the dispute is not resolved through negotiation:
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.
9.2 Amendment. This Agreement may not be amended or modified except by a written instrument signed by both Parties.
9.3 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all of the assigning Party's assets.
9.4 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
9.5 Waiver. No failure or delay in exercising any right under this Agreement shall constitute a waiver of that right.
9.6 Counterparts. This Agreement may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures (including via DocuSign, Adobe Sign, or equivalent platforms) shall be deemed valid and binding to the fullest extent permitted by applicable law, including the US ESIGN Act, the EU eIDAS Regulation (Regulation (EU) 910/2014), the UK Electronic Communications Act 2000, and equivalent APAC legislation.
9.7 Notices. All notices shall be in writing and delivered by email (with delivery confirmation), recognized overnight courier, or certified mail to the addresses set forth in the preamble of this Agreement or such other address as a Party may designate in writing.
9.8 Export Compliance. Each Party shall comply with all applicable export control and sanctions laws in its handling of Confidential Information, including those of the United States, European Union, United Kingdom, and any other applicable jurisdiction.