1. Definition of Confidential Information. “Confidential Information” means all non-public technical, operational, strategic, financial, and organizational information disclosed by or on behalf of CivicOS Institute, whether in written, oral, electronic, or visual form, including but not limited to: source code, system architecture, infrastructure configurations, internal documentation, project roadmaps, contributor identities, and internal communications.
2. Obligations of the Recipient. The recipient agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose, reproduce, distribute, or otherwise make available any Confidential Information to any third party without the prior written consent of CivicOS Institute; (c) use Confidential Information solely in connection with authorized CivicOS Institute activities; and (d) protect Confidential Information using at least the same degree of care used to protect their own confidential information, but in no event less than reasonable care.
3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the recipient; (b) was independently known to the recipient prior to disclosure, as evidenced by written records; (c) is independently developed by the recipient without reference to or use of Confidential Information; or (d) is required to be disclosed pursuant to a valid court order or governmental regulation, provided that the recipient gives prompt written notice to CivicOS Institute and cooperates in seeking a protective order.
4. Return of Materials. Upon termination of participation or upon written request by CivicOS Institute, the recipient shall promptly return or destroy all materials containing Confidential Information and certify such return or destruction in writing.
5. Remedies. The recipient acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm to CivicOS Institute. In addition to any other available remedies, CivicOS Institute shall be entitled to seek injunctive relief without the necessity of proving actual damages or posting a bond.
6. Survival. The obligations of confidentiality set forth herein shall survive the termination of the recipient's participation in CivicOS Institute activities and shall remain in effect for a period of three (3) years following such termination.
7. Governing Law & Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Florida.
You will acknowledge and electronically sign this Non-Disclosure Agreement in Section 5 — Electronic Signature, Consent & Acknowledgment at the end of this form. You understand that violation of these terms may result in legal action.