Mutual Non-Disclosure.

"Confidential Information" means any non-public business, financial, operational, technical, strategic, or personal information disclosed by one party to the other, in any form, in connection with the Purpose. Confidential Information excludes information that (a) is or becomes public through no fault of the receiving party, (b) was rightfully known prior to disclosure, or (c) is independently developed without use of Confidential Information.

Each party will (a) use Confidential Information solely for the Purpose, (b) protect it with reasonable care no less than that used to protect its own like information, and (c) disclose it only to representatives with a need to know who are bound by confidentiality obligations no less restrictive than those set forth herein.

If either party is legally compelled to disclose Confidential Information, it will provide prompt notice to the other party (to the extent legally permitted) and cooperate reasonably in any effort to seek a protective order.

This Agreement is effective as of the Effective Date and continues for two (2) years. Upon written request, the receiving party will promptly return or destroy Confidential Information in its possession, subject to reasonable retention obligations under applicable law.

No license or other right in Confidential Information is granted hereunder. Nothing in this Agreement obligates either party to enter into any further agreement or transaction.

This Agreement is governed by the laws of the State of Texas. Any dispute arising under this Agreement will be resolved exclusively in the state or federal courts located in Dallas County, Texas.