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Confidential Information:
As used herein, “Confidential Information” shall mean all business
information provided by Disclosure to Recipient, in any form or format,
including but not limited to information regarding Disclosure’s products,
services, sales, marketing, finances, and similar information.
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Acknowledgements:
Recipient understands and acknowledges that Disclosure’s Confidential
Information consists of information and materials that are valuable and
proprietary to and constitute a trade secret of Disclosure.
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Purpose of Disclosure:
Recipient shall make use of Disclosure’s Confidential Information only for
the purpose of evaluating Disclosure’s OpenPro ERP Web Based Software.
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Non-Disclosure:
In consideration of Disclosure’s disclosure of its Confidential
Information, Recipient agrees that it will treat Disclosure’s Confidential
Information with the same degree of care and safeguards that it takes with
its own Confidential Information, but in no event less than a reasonable
degree of care. Recipient agrees that, without Disclosure’s prior written
consent, Recipient will not:
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(a) disclose Disclosure’s Confidential Information to any third party;
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(b) make or permit to be made copies or other reproductions of
Disclosure’s Confidential Information; or
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(c) make any commercial use of the Confidential Information.
Recipient will not disclose Disclosure’s Confidential Information to
Recipient’s employees, agents, or consultants unless:
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Return of Materials:
Upon Disclosure’s request, Recipient shall promptly (within 30 days)
return all original materials provided by Disclosure and any copies, notes,
or other documents in Recipient’s possession pertaining to Disclosure’s
Confidential Information. Recipient will also promptly and permanently
delete any Confidential Information stored in electronic or optical form.
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Exclusions:
This Agreement does not apply to any information which:
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(a) was in Recipient’s possession or known to Recipient without an
obligation to keep it confidential before disclosure;
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(b) becomes public knowledge through no fault of Recipient; or
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(c) is independently developed by or for Recipient.
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Terms of Agreement:
This Agreement and Recipient’s duty to hold Disclosure’s Confidential
Information in confidence shall remain in effect until Disclosure provides
written notice releasing Recipient from this Agreement.
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No Rights Granted:
Recipient understands and agrees that this Agreement does not grant any
right, title, or interest in Disclosure’s Confidential Information.
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Warranty:
Disclosure warrants that it has the right to make disclosures under this
Agreement. No other warranties are made. All information is provided “AS
IS.”
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Injunctive Relief:
Recipient acknowledges that any breach may cause irreparable harm and that
Disclosure shall be entitled to injunctive relief in addition to any other
legal remedies.
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Attorney Fees:
In any legal action relating to this Agreement, the prevailing party shall
be entitled to recover all reasonable attorney fees and costs.
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Modifications:
All modifications must be in writing and signed by both parties.
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No Agency:
This Agreement does not create any agency or partnership relationship.
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Applicable Law:
This Agreement shall be governed by the laws of the State of California.