Confidentiality Obligations. Recipient will not reproduce, use, disseminate, or disclose CI to any person or entity, except to its employees and authorized representatives (i.e., temporary employees, consultants, and contractors) who need to know the CI to further the Purpose and are bound by confidentiality obligations at least as restrictive as this NDA before having access to the CI. Recipient is responsible for any breach of this NDA by any of its representatives. Recipient will not modify, reverse engineer, create other works from, or disassemble any software programs contained in the CI without Discloser's prior written consent. Recipient will treat all CI with at least the same degree of care as it treats its own information of similar sensitivity, but never with less than reasonable care. Recipient will stop use of and return or destroy all tangible CI promptly upon request, together with any copies, except as otherwise required by law. Recipient may disclose CI (A) as approved in a writing signed by Discloser or (B) as necessary to respond to a valid order by a court or other governmental body, as required by law, or as necessary to establish the rights of either party, provided that Recipient promptly notifies Discloser upon receipt of the disclosure order and requests confidential treatment of any affected CI.

No Other Rights. All Discloser CI remains the property of Discloser. Unless expressly set forth in this NDA, Recipient does not receive any license or intellectual property rights to Discloser's CI. Each party agrees that Recipient (A) may independently develop and acquire software, hardware, and other technology for its own products, services, and processes, and that having access to Discloser's CI does not prohibit Recipient from freely developing or acquiring similar products without obligation to Discloser; and (B) is free to use the residuals of CI for any purpose, where "residuals" means that CI disclosed in non-tangible form that may be retained in the memories of representatives of Recipient.

Termination. Either party may terminate this NDA upon 10 days' written notice. However, all CI provided under this NDA will remain subject to the terms of this NDA.

General. All CI is provided "AS IS" and all warranties, express, implied, or otherwise are disclaimed. Any attempt to transfer all or part of a party's rights or obligations under this NDA without the prior written consent of the other party will be null and void. This NDA may only be modified by mutual written agreement signed by authorized representatives of the parties. This NDA contains the complete agreement between the parties as to the subject matter, and replaces and supersedes any other communications, or agreements, whether oral or written concerning the subject matter. This NDA is governed by and construed in accordance with the substantive laws in force in the United Kingdom. The respective courts in England and Wales shall have non-exclusive jurisdiction over all disputes relating to [end of visible text]