1. Definition of Confidential Information

"Confidential Information" means any data, information, trade secrets, AI models, training datasets, annotation guidelines, software, processes, or other information disclosed by either Party, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential.

2. Obligations of Receiving Party

The Receiving Party agrees to:

• Hold the Confidential Information in strict confidence and not disclose it to any third party without prior written consent;
• Use the Confidential Information solely for evaluating or conducting business between the Parties;
• Limit access to employees or agents bound by equivalent confidentiality obligations;
• Promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure.

3. Exclusions from Confidentiality

Obligations shall not apply to information that: (a) is publicly available without breach; (b) was rightfully known before disclosure; (c) is received from a third party without restriction; (d) is independently developed; or (e) is required to be disclosed by law, provided prior written notice is given.

4. Term & Duration

This Agreement remains in effect for three (3) years from execution. Confidentiality obligations survive for an additional two (2) years following expiration.

5. Data Security & AI Training Data

LanceX Solutions agrees to: transfer all data over encrypted channels (TLS 1.2+); store project data on access-controlled infrastructure; require annotators to sign supplementary confidentiality agreements; delete or return all Confidential Information upon written request.

6. Intellectual Property

Nothing herein grants any IP rights. All annotated datasets and deliverables under a separate service agreement shall be work-for-hire; ownership vests in the client upon full payment unless otherwise agreed in writing.

7. Governing Law

This Agreement is governed by the laws of India. Disputes shall first be subject to good-faith negotiation for 30 days, then binding arbitration in Hyderabad under the Arbitration and Conciliation Act, 1996.