"Confidential Information" means all non-public information disclosed by the Company (the "Disclosing Party") to Recipient (the "Receiving Party"), in any form, that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances of disclosure. With respect to Northwind & Co., Confidential Information includes, without limitation: (a) business plans, strategies, financial data, pricing, and forecasts; (b) customer and supplier lists, contact information, and contractual terms; (c) technical specifications, source code, algorithms, schematics, designs, and know-how; (d) trade secrets, research and development, and unreleased product information; and (e) any analyses, compilations, summaries, or other documents prepared by Alex Morgan or its representatives that contain or are derived from any of the foregoing.

Alex Morgan agrees to (a) hold all Confidential Information of Northwind & Co. in strict confidence and treat it with the same degree of care Alex Morgan uses to protect its own confidential information of similar importance (and in no event less than a reasonable degree of care); (b) not disclose Confidential Information to any third party without Northwind & Co.'s prior written consent, except to Alex Morgan's employees, advisors, and agents who have a bona fide need to know and who are bound by written confidentiality obligations no less protective than those herein; (c) use Confidential Information solely for the purpose of Alex Morgan's engagement with Northwind & Co. and for no other purpose; and (d) promptly notify Northwind & Co. in writing of any actual or suspected unauthorized use or disclosure of Confidential Information.

Alex Morgan agrees that all work product, inventions, designs, code, written materials, and deliverables created, conceived, or reduced to practice by Alex Morgan in the course of Alex Morgan's engagement with Northwind & Co., whether alone or with others ("Work Product"), are made on a "work-for-hire" basis as defined under applicable copyright law and shall be the sole and exclusive property of Northwind & Co.. To the extent any Work Product is not deemed work-for-hire by operation of law, Alex Morgan hereby irrevocably assigns to Northwind & Co. all right, title, and interest in and to such Work Product, including all patent, copyright, trademark, trade secret, and other intellectual property rights, in perpetuity and throughout the universe. Alex Morgan agrees to execute any further documents reasonably necessary to perfect such assignment.

Alex Morgan acknowledges that any access granted to Northwind & Co.'s systems, software accounts, cloud environments, repositories, credentials, or tools (collectively, "Company Resources") is provided solely for the performance of contracted services. Alex Morgan shall not (a) use Company Resources for any personal benefit or for the benefit of any third party, (b) share, transfer, or expose credentials to any unauthorized person, or (c) retain copies of Company Resources following the conclusion of services. Alex Morgan shall return or securely delete all Company Resources within seven (7) days of termination of the engagement with Northwind & Co..

Confidential Information does not include information that the Receiving Party can demonstrate by competent written evidence: (i) is or becomes generally known to the public through no fault or breach of the Receiving Party; (ii) was rightfully known to the Receiving Party, without restriction, prior to disclosure by the Disclosing Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction and without breach of any obligation owed to the Disclosing Party; or (iv) is independently developed by the Receiving Party without use of or reference to any Confidential Information. The Receiving Party may also disclose Confidential Information to the extent required by the laws of Delaware, USA or by valid court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) and reasonable assistance in seeking a protective order or other appropriate remedy.

Upon the earlier of (a) written request by Northwind & Co., or (b) termination of the engagement contemplated hereunder, Alex Morgan shall, within fifteen (15) days, return to Northwind & Co. or destroy all Confidential Information of Northwind & Co. in Alex Morgan's possession, custody, or control, including all copies, extracts, and derivative materials in any format, and shall certify such return or destruction in writing to Northwind & Co.. Alex Morgan may retain one archival copy in its legal files solely for the purpose of monitoring its ongoing obligations under this Agreement.

The parties acknowledge that any breach or threatened breach of this Agreement by Alex Morgan may cause irreparable harm to Northwind & Co. for which monetary damages would be inadequate. Accordingly, Northwind & Co. shall be entitled to seek injunctive relief, specific performance, and other equitable remedies in the courts of Delaware, USA, without the requirement of posting a bond, in addition to any other remedies available at law or in equity.

This Agreement commences on the Effective Date and continues in full force and effect for a period of 2 years, unless earlier terminated by mutual written agreement of Northwind & Co. and Alex Morgan. The confidentiality obligations set forth herein shall survive termination of this Agreement for the period of 2 years specified above; provided, however, that obligations with respect to information constituting a trade secret under applicable law shall survive indefinitely for so long as such information remains a trade secret under the laws of Delaware, USA.

This Agreement shall be governed by and construed in accordance with the laws of Delaware, USA, without regard to its conflict of laws principles. Northwind & Co. and Alex Morgan hereby submit to the exclusive jurisdiction of the courts of competent jurisdiction located in Delaware, USA for the resolution of any disputes arising under or in connection with this Agreement, and waive any objection to venue or forum non conveniens in such courts.

(a) Entire Agreement. This Agreement constitutes the entire understanding of Northwind & Co. and Alex Morgan with respect to its subject matter and supersedes all prior agreements, negotiations, and communications, whether oral or written. (b) Amendment. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both Northwind & Co. and Alex Morgan. (c) Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of Delaware, USA, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it enforceable while preserving its original intent. (d) No Waiver. The failure of either party to enforce any provision shall not constitute a waiver of that or any other provision. (e) Counterparts & Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature in compliance with the ESIGN Act and UETA, each of which shall be deemed an original and which together shall constitute one and the same instrument.