As your technology partner, we consider it essential to protect your intellectual property as well as your business information. This confidentiality agreement automatically applies to all our work with you.
WebTechsNow! Confidentiality Agreement
It is understood and agreed to that you, herein the Discloser, and WebTechsNow!, herein the Recipient, would like to exchange certain information
that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information,
the parties agree as follows:
1. The confidential information to be disclosed by Discloser under this Agreement (“Confidential Information”) can be described as and includes:
Technical and business information relating to Discloser’s proprietary ideas, patentable ideas copyrights and/or trade secrets, existing and/or contemplated
products and services, software, schematics, research and development, production, costs, profit and margin information, finances and financial
projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as
“Confidential Information” at the time of its disclosure.
In addition to the above, Confidential Information shall also include, and the Recipient shall have a duty to protect, other confidential and/or sensitive
information which is
(a) disclosed by Discloser in writing and marked as confidential (or with other similar designation) at the time of disclosure;
(b) disclosed by Discloser in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered to Recipient within thirty (30) days of the disclosure.
2. Recipient shall use the Confidential Information only for the purpose of completing an agreed upon endeavor with Discloser.
3. Recipient shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without the prior
written consent of Discloser. Recipient shall have satisfied its obligations under this paragraph if it takes affirmative measures to ensure compliance with these
confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information.
4. This Agreement imposes no obligation upon Recipient with respect to any Confidential Information (a) that was in Recipient’s possession before receipt
from Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party not owing a duty of confidentiality to the Discloser; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, Discloser; or (e) is independently developed by Recipient.
5. Discloser warrants that he/she has the right to make the disclosures under this Agreement.
6. Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices,
plans, organization, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under this Agreement.
7. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior agreements,
understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized
representatives of both parties. This Agreement is made under and shall be construed according to the laws of the State of Texas, U.S.A. In the event that this
agreement is breached, any and all disputes must be settled in a court of competent jurisdiction in the State of Texas, U.S.A.
8. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.
WHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.