Non-disclosure and confidentially agreement
This Agreement is between the PUSHECS Council (hereinafter the Discloser) and you (hereinafter the Recipient). This agreement covers all information, documents, ideas, systems, and forms (hereinafter the Content) supplied by the PUSHECS Council, its members or website. All Content supplied thru the PUSHECS Council thru presentations, discussions, the PUSHECS Council website, or other forms of communication shall remain the property of the PUSHECS Council or the person, organization, or group that provided or created the Content.
WHEREAS Discloser possesses certain Content that may be considered confidential and proprietary to Discloser (hereinafter “Confidential Content”); and
WHEREAS the Recipient is willing to receive disclosure of the Confidential Content and other Content pursuant to the terms of this Agreement;
NOW, THEREFORE, in consideration for the mutual undertakings of the Discloser and the Recipient under this Agreement, the parties agree as follows:
- Disclosure. Discloser agrees to disclose, and the Receiver agrees to receive the Content and Confidential Content.
- Determination of Confidentiality. Content, documents, information, or conversations shared from presentations, documents, meetings, or discussions as part of membership in the PUSHECS Council, attendance at meetings or from the website shall be deemed governed under the terms of this agreement. Furthermore, documents, information, and discussions shall be considered Confidential Content if such information may in any way create a competitive disadvantage to the Discloser, or may damage or injure or cause a financial loss in any way to the business or reputation of the Discloser, personnel of the Discloser or their organization. The Discloser or the PUSHECS Council is under no obligation to mark or denote Content, information, or discussions as confidential or protected in order for those items to be considered Confidential Content under this agreement.
- Obligations for Confidential Content.
3.1 No Use. Recipient agrees not to use Confidential Content in any way to manufacture, create, or test any product, document, or service embodying the Confidential Content, except with the expressed written consent of the Discloser.
3.2 No Disclosure. Recipient agrees to use their best efforts to prevent and protect the Confidential Content, or any part thereof, from disclosure to any person or organization to include members of the Recipient’s own organization without the expressed written consent of the Discloser.
3.3 Protection of Secrecy. Recipient agrees to take all steps reasonably necessary to protect the secrecy of the Confidential Content and to prevent the Confidential Content from falling into the public domain or into the possession of unauthorized persons. Furthermore, the Recipient may not use knowledge of such Confidential Content to inform others of its existence.
3.4 No Competitive Use. Recipient agrees that Discloser may share information that may provide a competitive advantage to the Recipient, their organization, or others. The recipient agrees that the Recipient, their organization, or other parties may not use that information to pursue such an advantage.
- Limits on Confidential Content. Confidential Content shall not be deemed proprietary and the Recipient shall have no obligation with respect to such information where the information:
(a) was known to Recipient prior to receiving any of the Confidential Content from Discloser;
(b) has become publicly known through no wrongful act of Recipient;
(c) was received by Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the information;
(d) was independently developed by Recipient without the use of the Confidential Content; or
(e) was ordered to be publicly released by the requirement of a government agency.
- Ownership of Content. Recipient agrees that all Content shall remain the property of Discloser and that Discloser may use such Content for any purpose without obligation to Recipient. Nothing contained herein shall be construed as granting or implying any transfer of rights to Recipient in the Content, or any patents or other intellectual property protecting or relating to the Content.
- Term and Termination. The confidential obligations of this Agreement shall be continuing until the Confidential Content disclosed to Recipient is no longer considered confidential by the Discloser. All other content will remain the property of the owner as determined under appropriate federal and State of Washington law.
- No Implied Warranty or Representations. Content provided by Discloser is supplied on an “as is” basis. The Discloser and the PUSHECS Council make no claim to the accuracy, truthfulness, or validity of the Content supplied. The Discloser disclaims any and all other warranties, conditions, or representations (express, implied, oral, or written), relating to the Content or any part thereof, including fitness for a particular purpose, non-infringement, or non-misappropriation of third party intellectual property rights.
- Survival of Rights and Obligations. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) Discloser, its successors, and assigns; and (b) Recipient, its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this agreement when the Recipient checks the Terms and Conditions option on the web site Login Request page or sends a signed NDA and Confidentially Form to the PUSHECS Administrator.