Example of Word Perfect – kickin’ it Old School:
- Each of the parties agrees that it shall treat all Confidential Information of the other party with the same degree of care as it accords to its own Confidential Information, and each of the parties represents that it exercises reasonable care to protect its own Confidential Information.
- Each of the parties further agree that it shall not publish, copy or disclose any Confidential Information of the other party to any third party not otherwise permitted herein and that it shall use its best efforts to prevent inadvertent disclosure of such Confidential Information to any unallowable third party.
- Confidential Information shall not include information which:
(a)was lawfully in the receiving party's possession from a source other than the disclosing party before receipt from the disclosing party;
(b)is or became available to the public through no fault of the receiving party;
(c)was obtained in good faith by the receiving party from a third party who was lawfully in possession of such information, not subject to an obligation of confidentiality owed to the disclosing party;
(d)was independently developed by the receiving party, without reference to Confidential Information received hereunder and not in breach of this Agreement; or
(e)was communicated in response to a valid order by a court or other governmental body or a duly issued subpoena, or was otherwise required by law; provided that the disclosing party shall give the other party written notice before disclosure is made unless prohibited by law.
Notwithstanding the foregoing, during the term of this Agreement and for a two-year period following the termination of this Agreement, Company shall not solicit, contact or otherwise seek to obtain from any of Agency’s clients any confidential information and shall not attempt to circumvent this Agreement or otherwise frustrate the purpose of this Agreement by directly contacting any of Agency’s clients thatthe identity of which Agency has disclosed in writing to Company under this Agreement, but in any event not to exceed 3 clients unless otherwise agreed upon by the parties. For the purposes of this section,; provided, however, that this restriction shall not apply to any of Agency's "clients" do not include clients who to whom Company has had or currently hasan established and documented contact with the clientbusiness relationship prior to the Effective Date of this Agreementdate hereof.
- All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs and lists) furnished to one party by the other, and which are designated in writing to be the property of such party, shall remain in the property of such party and shall be returned to it within ten (10) business days of request therefor, together with any copies thereof.
- Neither party acquires any license under intellectual property rights of the other pursuant to this agreement, except the limited rights set forth in Paragraph 2, above. Neither party has an obligation under this Agreement to purchase any product or service from the other party, nor to consummate any other transaction with the other party. All information provided hereunder shall be “as is” and neither party warrants the accuracy or completeness thereof.
- Neither party shall export, directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.
- Each party acknowledges that unauthorized disclosure of Confidential Information will diminish the value of the proprietary interests that are the subject of this Agreement, if either party breaches its obligations hereunder, the other shall be entitled to seek equitable relief to protect its interests therein,