A New Mexico Confidential Information Exchange Agreement between a Software Developer and a Receiver Distributor is a legally binding contract that establishes the terms and conditions for the exchange of confidential information. It outlines the obligations and responsibilities of the software developer, who discloses proprietary software-related information, and the receiver distributor, who gains access to this sensitive information. This agreement safeguards the intellectual property rights and trade secrets of the software developer and ensures that the receiver distributor maintains the confidentiality of the shared information. By signing this agreement, both parties acknowledge the importance of protecting confidential data to prevent unauthorized use, disclosure, or reproduction. Key terms and clauses commonly found in a New Mexico Confidential Information Exchange Agreement may include: 1. Purpose of the Agreement: This section defines the purpose of the agreement, which is primarily to regulate the exchange of confidential information between the software developer and the receiver distributor. 2. Definitions: This part explains the meaning of key terms used throughout the agreement, such as "confidential information," "disclosure," "receiver distributor," and "software developer." 3. Confidentiality Obligations: This clause imposes a duty on the receiver distributor to maintain strict confidentiality and refrain from disclosing or using the confidential information obtained from the software developer for any purpose other than the agreed-upon exchange. 4. Non-Disclosure and Non-Use: This section expressly prohibits the receiver distributor from disclosing the confidential information to any third parties without prior written consent from the software developer. It also restricts the receiver distributor from using the information for their own benefit or competitive advantage. 5. Limitations on Use: This clause delineates specific limitations on the permitted use of the confidential information, such as prohibiting reverse engineering or reproducing the software without authorization. 6. Term and Termination: The agreement specifies the duration of the confidentiality obligations and the circumstances under which the agreement can be terminated by either party. 7. Remedies and Injunctive Relief: This section outlines the available remedies for any breach of the agreement, including equitable relief, damages, or injunctive measures. 8. Governing Law and Jurisdiction: The agreement identifies that New Mexico law governs the interpretation and enforcement of the agreement and stipulates the jurisdiction where any legal disputes shall be resolved. Different types of New Mexico Confidential Information Exchange Agreements between Software Developer and Receiver Distributor may include variations based on the scope of the information disclosed, the specific software-related subject, or any additional terms negotiated by the parties. It's important for both parties to carefully review, negotiate, and customize the agreement to meet their unique requirements, always seeking legal advice if necessary.