WHEREAS, CLIENT is the owner and/or possessor of certain secret ideas, formulas, processes, recipes, manuals, drawings, plans, designs, specifications, tooling, equipment and other items, including subsequent developments and improvements thereof arising from this Agreement (hereinafter collectively referred to as "Proprietary Information"); and
WHEREAS, STS acknowledges that Proprietary Information has and is being developed by CLIENT through the expenditure of substantial time, effort, and money, and is a valuable and necessary asset which CLIENT must retain in confidence and withhold from disclosure and availability to others; and,
WHEREAS, it is desirable that CLIENT disclose certain of the Proprietary Information to STS for the purposes of development, improvement, fabrication, and/or manufacturing thereof for the sole and exclusive ownership and use by CLIENT; and,
WHEREAS, it is the mutual desire of both parties heretofore to preserve the secrecy and confidentiality of Proprietary Information and subsequent developments and improvements thereof for the sole and exclusive ownership and use of the CLIENT;
NOW, THEREFORE, in consideration of the disclosure and the other undertakings giving rise to such disclosure, it is hereby agreed as follows:
1. CLIENT will deliver and/or disclose certain Proprietary Information to STS, including without limitation, the SOFTWARENAME software (the "Software"), along with any relevant information that STS may need in order to be able to evaluate the Software and provide an estimate to CLIENT for the purposes of modifying and/or converting the Software to other software platform(s).
2. Except as authorized by this Agreement or as otherwise authorized in writing by CLIENT, STS agrees that:
a. It will not disclose Proprietary Information to others, including, without limitation, its parent, its subsidiaries, its affiliated, independent contractors, and outside contractors without the express written consent of CLIENT:
b. It will not use Proprietary Information for its own account or purposes, or for the purposes or any other party;
c. It will not make, Photocopy, or otherwise reproduce or disclose any documents or copies of documents containing disclosures of Proprietary Information and any portion thereof;
d. It will not communicate or disclose to others that Proprietary Information has been disclosed to STS or that STS is performing services for or on behalf of CLIENT; and
e. It will not disregard its obligations of confidence and use by selecting a series of items of knowledge from unconnected sources and fitting them together through its knowledge or use of the Proprietary Information and any portion thereof so as to attempt to justify the use thereof for its own account or purposes or that of any other party.
3. The obligations in Paragraph 2. shall not apply to:
a. Information which is in the public domain as of the date of execution of this agreement or which later comes into the public domain from a source other than the STS;
b. Information which STS had in its possession in written or physical embodiment form prior to the date of execution of this agreement; and
c. Information which comes to STS from a bonafide third party source having the right to disclose such information to STS.
4. STS agrees that:
a. It will be responsible for maintaining the secrecy and confidentiality of Proprietary Information and any portion thereof disclosed to it;
b. It will take reasonable measures to prevent unauthorized disclosure of Proprietary Information and any portion thereof;
c. It will disclose Proprietary Information and any portion thereof only to such of its employees as are necessary to carry out the purposes of this Agreement, and make such employees aware of the obligations of confidentiality and use contained in this Agreement;
d. It will take all reasonable measures to enforce the obligations of confidentiality and use contained in this Agreement with respect to its employees or former employees who, while in the employ of STS, may have had access to Proprietary Information and any portion thereof, and,
e. It will, upon request of CLIENT, promptly return to CLIENT any and all documents and or materials containing Proprietary Information disclosed to it, together with all copies thereof.
5. STS agrees to indemnify and hold harmless CLIENT from all damages and expenses, including reasonable attorney's fees, which CLIENT may sustain as a result of any unauthorized disclosure by STS hereunder.
6. STS acknowledges that no license rights or ownership under the Proprietary Information are granted or transferred hereunder, either directly or by implication.
7. This agreement shall be interpreted and enforced according to the laws of the State of Wisconsin. It shall be binding upon successors and assigns. It may not be changed, modified, or amended except by the express written agreement of the parties hereto.
WHEREFORE, the parties hereto have entered into this Confidentiality Agreement on the day and year first above written.
NAME:___________________ (or other responsible party)
Sons of Thunder Software