PRIVACY POLICY TO PROTECT CONFIDENTIAL INFORMATION, ASSIGN INVENTIONS, AND PREVENT UNFAIR SOLICITATION
We are committed to protecting your privacy
1. Purpose: The Company and Client wish to engage in a business relationship or the use of our website under which each Party may disclose (in such instance, the “Disclosing Party”) its Confidential Information to the other (the “Receiving Party”).
2. Definition: “Confidential Information” means any confidential of proprietary information, including but not limited to, current or future product information, technical, financial, or other business information communicated between the parties either directly or indirectly in writing, orally, electronically, by inspection of tangible objects, or any other form.
Confidential Information does not include information, which (i) is in the possession of the receiving Party, free of any obligation of confidence at the time of disclosure; (ii) prior to the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the Receiving Party; (iii) is developed by employees or agents of the Receiving Party independent of and without reference to any Confidential Information communicated by the Disclosing Party; (iv) is disclosed by the Disclosing Party to a third Party without a duty of confidentiality, or (v) is approved for release by the disclosing Party.
3. Non-Disclosure of Confidential Information: Receiving Party shall retain the Disclosing Party’s Confidential Information (and the Confidential Information of such Disclosing Party’s third-Party licensors and business partners) in the strictest confidence and shall not disclose such Confidential Information to any person, third Party, contractor, agent, assign, client, machine, or other person or entity without the other Party’s prior express written consent. The Parties, including any parent, subsidiary, affiliate, agent, consultant or otherwise agrees:
(i) to use the Confidential Information only for the purposes of this Agreement and as expressly permitted by this Agreement, or necessary for the delivery of the Services;
(ii) not to make copies of or store Confidential Information or any part thereof except as expressly permitted by this Agreement, or necessary for the delivery of the Services; and
(iii) to reproduce and maintain on any copies of any Confidential Information such proprietary legends or notices (whether of disclosing Party or a third Party) as are contained in or on the original or as the disclosing Party may otherwise reasonably request.
Notwithstanding the foregoing, the Parties may disclose the other Party’s Confidential Information to: (i) any of its directors, officers and employees, or (ii) to legal counsel, auditors and any other consultants specified in a writing signed by both Parties; provided that the recipient(s) (i) has a need to know the information, (ii) has been advised of the confidential nature of the information, and (iii) is under an obligation of confidentiality and an obligation to use the information solely to assist the Party it represents in performing its obligations under or realizing the benefits contemplated for such Party under the use of our website or services.
Nothing in this Privacy Policy shall prohibit either Party from disclosing Confidential Information if legally required to do so by judicial or governmental order, provided that the disclosing Party shall give the other Party prompt notice of such requirement prior to disclosure and cooperate with the other Party in the event that the other Party elects to contest such disclosure or seek a protective order at the other Party’s sole expense with respect thereto.
4. Return of Information: Upon request of the Disclosing Party, the Receiving Party agrees to promptly return all documentation furnished to it by the Disclosing Party, and in its possession.
5. Term: This Privacy Policy is applicable only to Confidential Information disclosed from the Effective Date until such time as either Party gives the other Party prior written notice of termination of this Agreement of no less than ten (10) days (“End Date”). The foregoing commitments of the Parties shall survive any termination of the relationship between the Parties, and shall continue for a period of three (3) years from the End Date.
6. Non-Solicitation: While you are using our website and / or services, and for a period of two (2) years following its termination, neither Party shall directly or indirectly through another entity (i) induce or attempt to induce any employee or contractor of the other Party, or any of its affiliate to leave the employ of the or terminate any agreement with the other Party or any of its affiliate, or in any way interfere with the relationship between the other Party or any of its affiliate, and any employee, or contractor thereof, (ii) hire any individual who was a contractor of the other Party or any of its affiliate at any time during the twenty-four (24) months preceding the termination of the Agreement, whether directly or indirectly through another entity, or (iii) induce or attempt to induce any customer, developer, client, member, supplier, licensee, licensor, franchisee or any entity having a relationship with the other Party or any of its affiliate to terminate or in any way alter their relationship with the other Party or any of its affiliate, or in any way interfere with the relationship between any customer, developer, client, member, supplier, licensee, employee, contractor or any entity having a relationship with the other Party or any of its affiliate, including, without limitation, making any negative statements or communications about the other Party or any of its affiliates, proposing or engaging into any arrangements or agreements as an alternative to the pre-existing relationship in place prior to the Effective Date, or entered into during the period of the Agreement. For purposes of this Paragraph the term "affiliate" means any legal entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under the control of the Parties.
7. Warranty: Each Party warrants that it has the right to disclose their confidential information.
8. No Obligation: This Privacy Policy shall not obligate any Party to exchange confidential information or to proceed with any transaction between them. Each Party reserves the right, in their sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
9. Intellectual Property: This Privacy Policy does not confer any intellectual property rights to the Parties, except those limited and necessary to carry out the purposes as set forth in this Privacy Policy. Subject to the obligations of this agreement, no Party shall be precluded from independently developing technology or pursuing business opportunities similar to those covered by this Privacy Policy.
10. Export Restrictions: Each Party will comply with all applicable laws and regulations of the U.S. Export Administration and will no export or re-export any technical data or product received form the other Party, or direct product of such technical, to any proscribed country listed in the U.S. Export Administration regulations unless duly authorized by the U.S. Government.
11. General Provisions: This Privacy Policy shall be governed in accordance with the laws of the State of Delaware, without reference to conflict of laws principles. This Privacy Policy will be binding upon the successors of the Receiving Party, and will be for the benefit of the Disclosing Party, its successors, and its assigns. The Receiving Party agrees that it would be difficult to measure the damage to the Disclosing Party from the breach of the Receiving Party’s obligations hereunder, that injury to the Disclosing Party from any such breach would be impossible to calculate, and that monetary damages would therefore be an inadequate remedy; accordingly, the Receiving Party agrees that the Disclosing Party shall be entitled, in addition to all other remedies it might have at law or in equity, to injunctions or other appropriate orders to restrain any such breach without showing or proving any actual damage.