1. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either Party to the other, whether orally, in writing, digitally, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, Confidential Information includes, but is not limited to:

• •Web development processes, methodologies, workflows, source code, technical architectures, frameworks, and proprietary development techniques;
• •Client and prospect lists, contact information, business relationships, account details, and partnership arrangements;
• •Pricing structures, proposals, quotes, cost models, fee schedules, and financial projections;
• •Business strategies, marketing plans, and go-to-market approaches;
• •Trade secrets and other information that provides a competitive advantage.

2. Obligations of Receiving Party

Each Party, as a receiving party of Confidential Information from the other ("Disclosing Party"), agrees to:

• •a. Hold all Confidential Information in strict confidence and protect it with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care;
• •b. Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party;
• •c. Use Confidential Information solely for the purpose of evaluating or conducting a business relationship between the Parties (the "Permitted Purpose") and for no other purpose whatsoever;
• •d. Limit access to Confidential Information to its employees, contractors, or agents who have a genuine need to know such information for the Permitted Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein.

3. Exclusions

The obligations of Section 2 shall not apply to information that the receiving Party can demonstrate:

• •a. Was already known to the receiving Party without restriction at the time of disclosure;
• •b. Is or becomes publicly available through no breach of this Agreement by the receiving Party;
• •c. Was rightfully received from a third party without restriction on disclosure;
• •d. Was independently developed by the receiving Party without use of or reference to the Disclosing Party's Confidential Information;
• •e. Is required to be disclosed by applicable law, regulation, or court order, provided that the receiving Party gives the Disclosing Party prompt written notice prior to such disclosure and cooperates with any effort to obtain a protective order.

4. Term

This Agreement shall commence on the Effective Date and remain in effect for a period of two (2) years, unless earlier terminated by either Party upon thirty (30) days' written notice. The confidentiality obligations set forth herein shall survive termination of this Agreement for an additional period of two (2) years with respect to Confidential Information disclosed prior to termination.

5. Return or Destruction of Information

Upon request by the Disclosing Party, or upon termination of this Agreement, the receiving Party shall promptly return or certify the destruction of all Confidential Information and any copies, notes, or summaries thereof, except to the extent retention is required by applicable law.

6. No License or Warranty

Nothing in this Agreement grants either Party any license, right, title, or interest in or to the other Party's Confidential Information, intellectual property, or any other proprietary rights. All Confidential Information is provided "as is" without any representation or warranty of any kind.

7. Remedies

Each Party acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement of posting a bond.

8. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Fort Bend County or Harris County, Texas, and each Party hereby consents to the personal jurisdiction of such courts.

9. General Provisions

• •a. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, representations, or agreements.
• •b. Amendments. This Agreement may not be amended or modified except by a written instrument signed by both Parties.
• •c. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• •d. Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of any Party's right to enforce such provision in the future.
• •e. Counterparts. This Agreement may be executed in counterparts, including electronically, each of which shall be deemed an original.