(a) The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information to the Receiving Party and that such disclosure does not violate any applicable laws or contractual obligations.

(b) The Receiving Party represents and warrants that it will use the Confidential Information only for the purposes set forth in this Agreement and will take all necessary measures to prevent unauthorized disclosure.

If the Receiving Party becomes legally compelled to disclose any Confidential Information by any governmental agency or other entity, the Receiving Party shall promptly notify the Disclosing Party in writing prior to such disclosure and shall assist the Disclosing Party in seeking a protective order or other appropriate remedy.

In addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek specific performance and injunctive relief for any breach or threatened breach of this Agreement.

During the term of this Agreement and for a period of three (3) years thereafter, the Receiving Party agrees not to directly or indirectly solicit, recruit, or hire any employees, contractors, or agents of the Disclosing Party without the prior written consent of the Disclosing Party.

The obligations and rights of the parties under Sections 2 through 14 of this Agreement shall survive the termination of this Agreement.

(a) This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written.(b) No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.(c) The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.