and SignSoft.io, the "Software".
The "Business Purpose" hereafter becomes the subject of the Private Beta Test Free Sign Business Software Program.
In order to pursue the Business Purpose, the Software and the Registrant recognize that there is a need for each of them to disclose to the other certain confidential information to be used only for the Business Purpose and to protect such confidential information from unauthorized use and disclosure.
In consideration of the disclosure of such information by the Software or the Company, as the case may be, the parties agree as follows:
1. This Agreement will apply to any confidential and proprietary information disclosed by the Registrant or the Software, as the case may be ("Disclosing Party") to the other ("Receiving Party") including, without limitation, any information concerning the function, processes, design, specifications, tools or other characteristics of Disclosing Party's products or services, whether patentable or not, Product development plans, technology, software, source code, object code, web design, patent applications, intellectual property, any marketing or customer information, customer lists, financial information, trade secrets, business plans, new business models; Registrant's sales, marketing and customer information of Disclosing Party, and whether such information is in written, oral or visual form (collectively, "Confidential Information").
2. Receiving Party agrees
(i) To hold Disclosing Party's Confidential Information in confidence,
(ii) Not to disclose such Confidential Information to any third parties (other than a third party to whom Disclosing Party has consented to in writing in advance of any such disclosure and who has executed a written confidentiality agreement limiting the use and disclosure of Disclosing Party's Confidential Information to the same extent provided in this Agreement), and
(iii) Not to use any Confidential Information for any purpose except for the Business Purpose; provided, however, that Receiving Party may disclose Confidential Information
(a) To its employees who have a need to know, provided that prior to disclosure Receiving Party has an enforceable, written agreement with such employees that is no less protective of Disclosing Party's rights than this Agreement and requires the employee to protect and use the Confidential Information in accordance with the terms of this Agreement and
(b) To its attorneys and accountants and other advisors who are obligated to maintain the confidentiality thereof. In the event that Receiving Party is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, Receiving Party shall provide Disclosing Party with prompt written notice of any such request or requirement so that Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.
If, in the absence of a protective order or other remedy or the receipt of a waiver from Disclosing Party, Receiving Party is nonetheless, in the written opinion of Receiving Party's legal counsel, legally compelled to disclose Confidential Information to any court or else stand liable for contempt or suffer other censure or penalty.
Receiving Party may, without liability hereunder, disclose to such court only the portion of the Confidential Information which such counsel advises Receiving Party is legally required to be disclosed, provided that Receiving Party exercises its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with Disclosing Party to obtain appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such court.
3. Confidential Information will not include information which: (i) is now, or hereafter becomes, through no act or failure to act on the part of Receiving Party, generally known or available to the public; (ii) was lawfully known by Receiving Party prior to the effective date of this Agreement; or (iii) was acquired by Receiving Party from a third party which has no obligation of confidentiality to Disclosing Party.
4. If Receiving Party decides not to proceed with the Business Purpose, it will promptly inform Disclosing Party of that decision. Upon Disclosing Party's request, Receiving Party will promptly return to Disclosing Party all tangible items received from Disclosing Party containing or consisting of Disclosing Party's Confidential Information and all copies thereof, and will destroy any abstracts or summations of such information made by Receiving Party, and will certify in writing its compliance with this Section 4.
5. Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as (i) granting any rights to Receiving Party, by license or otherwise, to any Confidential Information except as specified in this Agreement or (ii) constitute an offer with respect to any potential business relationship with Disclosing Party.
6. This Agreement will be construed, interpreted, and applied in accordance with the laws of South Carolina (excluding its body of law controlling conflicts of law).
This Agreement is the complete and exclusive statement regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement.
7. In addition to any and all remedies of Disclosing Party hereunder or under applicable law, all of which shall be cumulative and exercisable concurrently, Disclosing Party shall be entitled to seek an injunction from a court of competent jurisdiction of South Carolina, for the purpose of stopping or preventing any existing or anticipated breach of the terms of this Agreement, which rights shall not preclude the additional right of Disclosing Party recovering damages for any breach.
8. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. This Agreement may be executed in counterparts, each of which when so executed shall be an original and all of which, when taken together, shall constitute one and the entire Agreement.
9. If any clause or other provision of this Agreement is or becomes illegal, invalid or unenforceable, the intention of the parties is that all of the remaining portions of the Agreement shall not be affected thereby and that all the portions of the Agreement not so affected shall remain separately valid and in full force and effect.
10. Notwithstanding anything to the contrary contained in this Non-Disclosure Agreement, it is hereby expressly agreed by the parties that this agreement shall remain continuously in force for 99 years from the date of this agreement, 04/19/2021, which can become null and void at any time by the Disclosing Party, the Software.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers or representatives.