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This Confidentiality Agreement is made and effective on
9/8/2008
by and between allsportsprofiles.com and Recipient.
1. Confidential
Information
allsportsprofiles.com proposes to disclose certain of its confidential
and proprietary information to Recipient. Confidential Information
shall include all data, materials, products, technology, computer
programs, specifications, manuals, business plans, software, marketing
plans, financial information, and other information disclosed
or submitted, orally, in writing, by website or by any other media,
to Recipient by allsportsprofiles.com. Confidential Information
disclosed orally shall be identified as such within five (5) days
of disclosure. Nothing herein shall require allsportsprofiles.com
to disclose any of its information.
2. Recipient's Obligations
A. Recipient agrees that the Confidential Information is to be
considered confidential and proprietary to allsportsprofiles.com
and Recipient. Recipient shall hold the same in confidence, shall
not use the Confidential Information other than for the purposes
of its business with allsportsprofiles.com, and shall disclose
it only to its officers, directors, or employees with a specific
need to know. Recipient will not disclose, publish or otherwise
reveal any of the Confidential Information received from allsportsprofiles.com
to any other party whatsoever except with specific prior written
authorization of allsportsprofiles.com. This does not include
printed materials from the website for tournament or collegiate
purposes.
B. Confidential Information furnished in tangible form shall not
be duplicated by Recipient except for purposes of this Agreement.
Upon the request of allsportsprofiles.com, Recipient shall return
all Confidential Information received in written or tangible form,
including copies, or reproductions or other media containing such
Confidential Information, within ten (10) days of such request.
At Recipient's option, any documents or other media developed
by the Recipient containing Confidential Information may be destroyed
by Recipient. Recipient shall provide a written certificate to
allsportsprofiles.com regarding destruction within ten (10) days
thereafter.
3. Term
The obligations of Recipient herein shall be effective one year
from the date allsportsprofiles.com last discloses any Confidential
Information to Recipient pursuant to this Agreement. Further,
the obligation not to disclose shall not be affected by bankruptcy,
receivership, assignment, attachment or seizure procedures, whether
initiated by or against Recipient, nor by the rejection of any
agreement between allsportsprofiles.com and Recipient, by a trustee
of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession
or the equivalent of any of the foregoing under local law.
4. Other Information
Recipient shall have no obligation under this Agreement with respect
to Confidential Information which is or becomes publicly available
without breach of this Agreement by Recipient; is rightfully received
by Recipient without obligations of confidentiality; or is developed
by Recipient without breach of this Agreement; provided, however,
such Confidential Information shall not be disclosed until thirty
(30) days after written notice of intent to disclose is given
to allsportsprofiles.com along with the asserted grounds for disclosure.
5. No License
Nothing contained herein shall be construed as granting or conferring
any rights by license or otherwise in any Confidential Information.
It is understood and agreed that neither party solicits any change
in the organization, business practice, service or products of
the other party, and that the disclosure of Confidential Information
shall not be construed as evidencing any intent by a party to
purchase any products or services of the other party nor as an
encouragement to expend funds in development or research efforts.
Confidential Information may pertain to prospective or unannounced
products. Recipient agrees not to use any Confidential Information
as a basis upon which to develop or have a third party develop
a competing or similar product.
6. No Publicity
Recipient agrees not to disclose its participation in this undertaking,
the existence or terms and conditions of the Agreement, or the
fact that discussions are being held with allsportsprofiles.com.
7. Governing Law and Equitable Relief
This Agreement shall be governed and construed in accordance with
the laws of the United States, the State of Minnesota and [YOUR
STATE HERE] and Recipient consents to the exclusive jurisdiction
of the state courts and U.S. federal courts located there for
any dispute arising out of this Agreement. Recipient agrees that
in the event of any breach or threatened breach by Recipient,
allsportsprofiles.com may obtain, in addition to any other legal
remedies, which may be available, such equitable relief as may
be necessary to protect allsportsprofiles.com against any such
breach or threatened breach.
8. Final Agreement
This Agreement terminates and supersedes all prior understandings
or agreements on the subject matter hereof. This Agreement may
be modified only by a further writing that is duly executed by
both parties.
9. No Assignment
Recipient may not assign this Agreement or any interests herein
without allsportsprofiles.com’s express prior written consent.
10. Severability
If any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this Agreement,
including all of the remaining terms, will remain in full force
and effect as if such invalid or unenforceable term had never
been included.
11. Notices
Any notice required by this Agreement or given in connection with
it, shall be in writing and shall be given to the appropriate
party by personal delivery or by certified mail, postage prepaid,
or recognized overnight delivery services.
If to allsportsprofiles.com:
allsportsprofiles.com
P.O. Box 274
1261 Quinlan Avenue South
Lakeland, MN 55043
12. No Implied Waiver
Either party’s failure to insist in any one or more instances
upon strict performance by the other party of any of the terms
of this Agreement shall not be construed as a waiver of any continuing
or subsequent failure to perform or delay in performance of any
term hereof.
13. Headings
Headings used in this Agreement are provided for convenience only
and shall not be used to construe meaning or intent. |
