THIS AGREEMENT is made on: BETWEEN 1 Blast Off Apps (the "Agreeing Party 1"); and 2. the party agreeing to these terms of service (the "Agreeing Party 2"), Collectively referred to as the "Agreeing Parties". RECITALS A. Agreeing Parties understands that both have disclosed or may disclose information relating to either party's company which to the extent previously, presently, or subsequently disclosed to the Agreeing Parties is hereinafter referred to as "Proprietary Information" of the Disclosing PartyOPERATIVE PROVISIONS
In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Agreeing Parties hereby agree:
To hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Agreeing Parties employs with respect to its own confidential materials)
Not to disclose any such Proprietary Information or any information derived there from to any third person
Not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Agreeing Parties, and
Not to copy or reverse engineer any such Proprietary Information. The Agreeing Parties shall procure that its employees, agents and subcontractors to whom Proprietary Information is disclosed or who have access to Proprietary Information agree to this non-disclosure/non-compete agreement
Without granting any right or license, the Agreeing Parties agree that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Agreeing Parties can document
Is or becomes (through no improper action or inaction by the Agreeing Parties or any affiliate, agent, consultant or employee) generally available to the public, or
Was in its possession or known by it prior to receipt from the Agreeing Parties as evidenced in writing, except to the extent that such information was unlawfully appropriated, or
Was rightfully disclosed to it by a third party, or
Was independently developed without use of any Proprietary Information of the Agreeing Parties. The Agreeing Parties may make disclosures required by law or court order provided the Agreeing Parties uses diligent reasonable efforts to limit disclosure and have allowed the Disclosing Party to seek a protective order.
Immediately upon the written request by the Disclosing Party at any time, the other Agreeing Party will return to the Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.
The Agreeing parties understands that nothing herein
Requires the disclosure of any Proprietary Information or
Requires the Agreeing Parties to proceed with any transaction or relationship
The Agreeing Parties further acknowledge and agree that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by the Agreeing Parties, or by any of their respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Proprietary Information made available to the Agreeing Parties or their advisers; it is responsible for making its own evaluation of such Proprietary Information.
The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
This Agreement shall be governed by the laws of the jurisdiction in which the Blast Off Apps is located and the parties agree to submit disputes arising out of or in connection with this Agreement to the nonexclusive of the courts in that jurisdiction.