This Agreement governs the disclosure of information by OPTIONCOLORS, INC. (the “Company”) to YOU (the “Recipient”) with its principal place of business Online through live instructional classes as of today (the “Effective Date”).
1. As used herein, “Confidential Information” shall mean any and all technical and non-technical information provided by Company to Recipient, including but not limited to information regarding (a) patent and patent applications, (b) trade secret, and (c) proprietary information, mask works, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of the Company, and including, without limitation, the Company’s information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the Company provides regarding third parties.
2. If the Confidential Information is disclosed orally or visually, it shall be identified as such at the time of disclosure.
3. The Recipient agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose Confidential Information to any third party, except as approved in writing by the Company, and will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the Company. Notwithstanding the above, Recipient shall not be in violation of this Section 3 with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that Recipient provides the Company with prior written notice of such disclosure in order to permit the Company to seek confidential treatment of such information. The Recipient shall only permit access to Confidential Information to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confientiality obligations at least as restrictive as those contained herein.
4. The Recipient shall immediately notify the Company in the event of any loss or unauthorized disclosure of any Confidential Information.
5. The Recipient’s obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when the Recipient can document that: (a) it was in the public domain at the time it was communicated to the Recipient; (b) it was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient; or (c) it was developed by employees or agents of the Recipient who had no access to any information communicated to the Recipient.
6. Reproduction of any of part of Company software, any adaptation, any distribution, any public display online or elsewhere, any display for profit, or storage in any electronic storage media in whole or in part is prohibited under the penalty of law. Upon termination or expiration of the Agreement, or upon written request of the Company, the Recipient shall promptly return to the Company all documents, notes, videos and other tangible materials representing the Confidential Information and all copies thereof.
7. The Recipient recognizes and agrees that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. The Recipient shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information.
8. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information shall remain the property of the Company and shall contain any and all confidential or proprietary notices or legends, which appear on the original, unless otherwise authorized in writing by the Company.
9. This Agreement shall be governed by and construed in accordance with the laws of California without reference to conflict of laws principles. Any disputes under this Agreement may be brought in the state courts and the Federal courts located in Santa Clara County, California, and the parties hereby consent to the personal jurisdiction and venue of these courts. This Agreement may not be amended except by a writing signed by both parties hereto.
10. The Recipient hereby agrees that breach of this Agreement will cause Company irreparable damage for which recovery of damages would be inadequate, and that the Company shall therefore be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
11. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
12. The Recipient will not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company.
13. The Recipient shall not export, directly or indirectly, any technical data acquired pursuant to this Agreement or any product utilizing any 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.
14. All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth at the end of this Agreement or such other address as either party may specify in writing.
15. The Recipient acknowledges that Company’s options trading software contains valuable, Confidential Information and Recipient agrees to hold Confidential information in strict confidence and not disclose Confidential Information to any third party, except as approved in writing by the Company, and will use the Confidential Information for no purpose other than personal use and evaluating or pursuing a business relationship with the Company.
16. The Recipient acknowledges that Company’s software program contain valuable, confidential information and agrees that it will not modify, reverse engineer, decompile, create other works from, or disassemble any software program contained in the Confidential Information unless otherwise permitted in writing by the Company.
17. Recipient agrees to pay Company reasonable attorney fees, costs and expenses in addition to any other relief to which Company may be entitled, and collection fees including standard interest rates for any breach of this agreement.
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