This Agreement governs the disclosure of information by OPTIONCOLORS, INC. (the “Company”) to YOU (the “Recipient”).
1. “Confidential Information” means any and all technical and non-technical information provided by Company to Recipient, including but not limited to patent applications, trade secrets, proprietary information, ideas, techniques, software, formulas, customer lists, business plans, and related materials.
2. If Confidential Information is disclosed orally or visually, it shall be identified as such at the time of disclosure.
3. Recipient agrees to hold Confidential Information in strict confidence and not disclose it to any third party except as approved in writing by Company.
4. Recipient shall immediately notify Company in the event of any loss or unauthorized disclosure.
5. Recipient’s obligations terminate only when Recipient can document that the information was public, already possessed without confidentiality obligations, or independently developed without access.
6. Reproduction, adaptation, distribution, public display, display for profit, or electronic storage of Company software or materials is prohibited except as authorized.
7. Nothing grants Recipient property rights, licenses, patents, copyrights, trademarks, or other intellectual property rights.
8. Confidential Information may not be reproduced except as required to accomplish the intent of this Agreement.
9. This Agreement is governed by California law, with venue in Santa Clara County, California.
10. Recipient agrees that breach may cause irreparable damage and Company may seek injunctive relief.
11. If any provision is unenforceable, the remainder remains valid.
12. Recipient may not assign this Agreement without written consent.
13. Recipient shall not export technical data without required approval.
14. Notices shall be in writing and delivered by permitted methods.
15. Recipient acknowledges that OptionColors software contains valuable Confidential Information.
16. Recipient agrees not to modify, reverse engineer, decompile, create derivative works from, or disassemble software unless permitted in writing.
17. Recipient agrees to pay Company reasonable attorney fees, costs, expenses, collection fees, and applicable interest for breach.