Confidential information

Confidential Information does not include: (a) information Disclosing Party expressly authorizes Receiving Party to disclose without restriction; (b) information already lawfully known to Receiving Party at the time of disclosure, absent a then-existing duty to keep it confidential; (c) information Receiving Party lawfully obtains from any source other than Disclosing Party, provided that such source, to the best of Receiving Party's knowledge, rightfully obtained such information and is not itself prohibited from disclosing to Receiving Party by a legal, contractual, or fiduciary duty to Disclosing Party; or (d) information Receiving Party independently develops without benefit of, use of, or reference to, Disclosing Party's Confidential Information.

Protection of Confidential Information

Receiving Party will protect Confidential Information provided to it by or on behalf of Disclosing Party from any use, distribution, or disclosure except as expressly permitted under this Agreement. Receiving Party will use the same standard of care to protect Confidential Information as Receiving Party uses to protect its own confidential and proprietary information, but in any event not less than a reasonable standard of care.

Use of Confidential Information

Receiving Party agrees to use Confidential Information solely in furtherance of the Purpose(s) and for no other purpose(s). Neither party will use the other party's Confidential Information provided hereunder to solicit, for any purpose, the other party's or its affiliates' competitors, customers, suppliers, or other business associates. Neither party will identify the other party or its employees, corporate affiliates, or other owners of Confidential Information in any press release or publicity statement, advertising, sales/marketing material, or other communication to the public without the prior written authorization of Disclosing Party. Receiving Party shall not at any time use any of the Confidential Information to provoke an interference with any patent application which the Disclosing Party has filed or may file in the future.

Ownership

Confidential Information provided by Disclosing Party remains Disclosing Party's property at all times. No license to, or ownership interest in, any trademark, copyright, patent, trade secret, or other intellectual property right of Disclosing Party is granted to Receiving Party by virtue of the disclosure of Confidential Information hereunder. All information, including Confidential Information, provided hereunder is provided strictly "as-is" and without representation or warranty of any kind as to its accuracy, completeness, freedom from error, or value.

Disclosure of Confidential Information

Receiving Party may provide Confidential Information only to Receiving Party's employees and third party professional legal, financial, and technical advisors (and Receiving Party's corporate affiliates' employees and third party professional legal, financial, and technical advisors) who: (a) have a need to know such Confidential Information in connection with the Purpose(s); and (b) have agreed to protect from unauthorized disclosure all such Confidential Information as to which they have access. Provision of Disclosing Party's Confidential Information to Receiving Party's third party professional legal, financial, and technical advisors is subject to the additional requirement that (i) Receiving Party must obtain prior approval before such disclosure, and (ii) such third parties may, at Disclosing Party's request, be required to separately execute nondisclosure agreements specific to the Purpose(s).

Confidentiality

As used herein, (i) "Discloser" means any Confidential Information disclosed by either Party to the other Party; (ii) "Recipient" means any Confidential Information received by either Party from the other Party; and (iii) "Confidential Information" means any and all proprietary and non-public information regarding the Transaction or concerning the Discloser (whether prepared by the Discloser, its advisors or otherwise and irrespective of the form of communication) furnished to Recipient or to its officers, directors, members, partners, employees, affiliates, attorneys, agents, consultants, assigns, joint ventures, developers, vendors, investors, researchers, representatives or other similarly situated persons (collectively, "Representatives") now or in the future by or on behalf of the Discloser, including but not limited to documents and information, oral or written, tangible or intangible, electronic or otherwise, generated or collected by Recipient which contain, reflect or are derived from any other Confidential Information furnished by or on behalf of the Discloser. Confidential Information shall include, without limitation, feature and technical specifications, transportation service proposals, draft transportation agreements, drawings, data, designs, computer programs, patent applications, documentation, marketing forecasts, research and development, financial data, consumer data, product data, study data, test results, or other technical or business information. The fact that the Parties have entered into this Agreement and are engaged in discussions with respect to the Transaction shall be considered Confidential Information.