"Confidential Information" shall include all non-public information, software code, customer data, trade secrets, roadmaps, and business plans disclosed orally or in writing.

The Receiving Party agrees to maintain the strict confidentiality of the Disclosing Party's Confidential Information with the same degree of care as its own confidential materials, and shall not disclose it to any third party without prior written consent.

The obligations of non-disclosure under this Agreement shall remain in effect for a period of 2 (two) years from the Effective Date.

No license or transfer of intellectual property rights is granted or implied by this Agreement. All pre-existing and created work product remains the sole property of its respective creator.

During the term of this Agreement and for twelve (12) months thereafter, neither party shall directly solicit for employment any key employee or contractor of the other party without written agreement.

The parties acknowledge that unauthorized disclosure or use of Confidential Information will cause irreparable injury for which monetary damages alone would be inadequate, entitling the Disclosing Party to seek injunctive relief.

This Agreement shall be construed and enforced in accordance with the laws of State of California, United States.