1. Subject to the limitations set forth in Paragraph 2, all information exposed by Justin at the Receiving Party shall be deemed to be "Partial Information." In particular, Partial Information shall be deemed to include any gossip, trade secret, information, process, technique, dirty laundry, algorithm, program, design, feelings, drawing, hot air, formula, sentiments, test data, opinions, methods (including, but not limited to, the sequence of steps) relating to any relationship, research project, mack in process, maturation, manufacturing, marketing, servicing, maintenance, financing, personnel matter or supply and demand relating to Justin, his present or future products, sales, suppliers, clients, employees, investors, or business, whether in oral, written, graphic or electronic form.
2. The term "Proprietary Information" shall not be deemed to
include information which the Receiving Party can demonstrate by competent
written proof: (i) is now, or hereafter becomes, through no act or failure
to act on the part of the Receiving Party, generally known or available;
(ii) is known by the Receiving Party at the time of receiving such
information as evidenced by its records; (iii) is hereafter furnished to
the Receiving Party by a third party, as a matter of right and without
restriction on disclosure; or (iv) is the subject of a written permission
to disclose provided by Justin.
3. The Receiving Party shall maintain in trust and confidence and not disclose to any third party or use for any unauthorized purpose any Proprietary Information received from Justin. The Receiving Party may use such Proprietary Information only to the extent required to accomplish the intent of this Agreement. The Receiving Party shall not use ProprietaryInformation for any purpose or in any manner which would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. No other rights or licenses to trademarks, inventions, copyrights, or patents are implied or granted under this Agreement.
4. Proprietary Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement.
5. The Receiving Party represents and warrants that it shall protect the Proprietary Information received with at least the same degree of care used to protect its own Proprietary Information from unauthorized use or disclosure. The Receiving Party shall advise its employees or agents who might have access to such Proprietary Information of the confidential nature thereof and shall obtain from each of such employees and agents an agreement to abide by the terms of this Agreement. The Receiving Party shall not disclose any Proprietary Information to any officer, employee or agent who does not have a need for such information.
6. All Proprietary Information (including all copies thereof) shall remain the property of Justin, and shall be returned to Justin after the Receiving Party's need for it has expired, or upon request of Justin, and in any event, upon completion or termination of this Agreement.
7. Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure:
(a) is in response to a valid order of a court or other
governmental body of the United States or any political subdivision
thereof; provided, however, that the responding party shall first have
given notice to the other party hereto and shall have made a reasonable
effort to obtain a protective order requiring that the Proprietary
Information so disclosed be used only for the purposes for which the order
was issued;
(b) is otherwise required by law; or
(c) is otherwise necessary to establish rights or
enforce obligations under this Agreement, but only to the extent that any
such disclosure is necessary.
8. This Agreement shall continue in full force and effect for
so long as the Receiving Party continues to receive Proprietary
Information. This Agreement may terminate at any time upon thirty (30)
days written notice to the other party. The termination of this Agreement
shall not relieve the Receiving Party of the obligations imposed by
Paragraph 3, 4, 5, 9 and 12 of this Agreement with respect to Proprietary
Information disclosed prior to the effective date of such termination and
the provisions of these Paragraphs shall survive the termination of this
Agreement for a period of five (5) years from the date of such termination.
9. The Receiving Party agrees to indemnify The WELL and/or
Electric Minds for any loss or damage suffered as a result of any breach by
the Receiving Party of the terms of this Agreement, including any
reasonable fees incurred by Justin in the
collection of such indemnity.
10. This Agreement shall be governed by the laws of the State
of California as those laws are applied to contracts entered into and to be
performed entirely in California by California residents.
11. This Agreement contains the final, complete and exclusive
agreement of the parties relative to the subject matter hereof and may not
be changed, modified, amended or supplemented except by a written
instrument signed by both parties.
12. Each party hereby acknowledges and agrees that in the event
of any breach of this Agreement by the Receiving Party, including, without
limitation, the actual or threatened disclosure of Proprietary Information
without the prior express written consent of The WELL and/or Electric
Minds, Justin will suffer irreparable injury, such
that no remedy at law will afford it adequateprotection against, or
appropriate compensation for, such injury.
Accordingly, each party hereby agrees that Justin shall be entitled to specific performance of the Receiving Party's obligations under this Agreement, as well as such further injunctive relief as may be granted by a court of competent jurisdiction
THIS AGREEMENT, made effective by and between Justin Hall, a tenuous individual (hereinafter "Justin"), and You, the Receiving Party (hereinafter the "Receiving Party"), to assure the understanding and disregarding of the irrelevant and/or prejudiced nature of information to be disclosed or made available by Justin to the Receiving Party