For the purposes of this Agreement, “Confidential Information” shall be deemed to include all the information and materials that: (a) if in written format is marked as confidential, or (b) if disclosed verbally is noted as confidential at time of disclosure or (c) in the absence of either (a) or (b) is information which a reasonable party would deem to be non-public information and confidential.Confidential information shall include with limitation: this Agreement; all information provided on or through the Site or Service; trade secrets, inventions, research methods, methods of compiling information, methods of creating our database, procedures, devices, machines, equipment, data processing programs, software, computer models, research projects, and other means used by us in the conduct of our business; product formulations, strategies and plans for future business, new business, product or other development, new and innovative product ideas, potential acquisitions or divestitures, and new marketing ideas; information with respect to costs, commissions, fees, profits, sales, markets, sales methods and financial information; mailing lists, the identity of our customers, potential customers, distributors, and suppliers and their names and contact information, the names and contact information of customer service representatives responsible for entering into contracts for our products or services, the amounts paid by customers, specific customer needs and requirements, and leads and referrals to prospective customers; and the structure, sequence, and organization of our database, together with source code and object code; and the identity of our employees, their respective salaries, bonuses, benefits, qualifications, abilities and contact information.You acknowledge and agree that the nature of our confidential, proprietary, and trade secret information to which you have, and will continue to have, access to derives value from the fact that it is not generally known and used by others in the highly competitive, international industry in which Company competes. You further acknowledge and agree that, even in complete good faith, it would be impossible for your to work in a similar capacity for a competitor of ours without drawing upon and utilizing information gained pursuant to this Agreement.You acknowledge that you are receiving such Confidential Information in confidence and will not publish, copy or disclose any Confidential Information without prior written consent from the Company. You further agree that you shall not attempt to reverse engineer, de-compile or try to ascertain the source code to our software or any other software supplied hereunder. You acknowledge that you will only use the Confidential Information to the extent necessary to promote your business, and that you will use best efforts to prevent unauthorized disclosure of the Confidential Information to any third party.
The obligation of confidentiality which: (a) was in the public domain when we granted access to you; (b) entered the public domain through no fault of you subsequent to receipt; (c) was in your possession free of any obligation of confidence at the time of disclosure by us; (d) was rightfully communicated by a third party to you free of any obligation of confidence subsequent to the time of the originating party’s communication thereof to you; (e) was developed by you independently of and without knowledge or reference to any Confidential Information; (f) is approved for release by written authorization from us; or (g) is required to be disclosed pursuant to any statute, law, rule or regulation of any governmental authority or pursuant to any order of any court of competent jurisdiction, but in any case, you will immediately notify us before disclosure and given a reasonable opportunity to obtain a protective order or other form of protection.
You agree not to alone or in association with others use Confidential or trade secret information to (a) solicit, or facilitate any organization with which you are associated in soliciting, any employee or customer of ours to alter its relationship with us; (b) solicit for employment, hire, or engage as an independent contractor, or facilitate any organization with which Company is associated in soliciting for employment, hire, or engagement as an independent contractor, any person who was employed by us at any time during the term of this Agreement (provided, that this clause (b) shall not apply to any individual whose employment with us was terminated for a period of one year or longer); or (c) solicit business from or perform services for any customer, supplier, licensee, or business relation of ours, induce or attempt to induce, any such entity to cease doing business with us; or in any way interfere with the relationship between any such entity and us.
You agree that you will not make any derogatory statements, either oral or written, or otherwise disparage us, our products, employees, services, work or employment, and will take all reasonable steps to prevent others from making derogatory or disparaging statements. You agree that it would be impossible, impractical, or extremely difficult to fix the actual damages suffered by reason of a breach of this paragraph, and accordingly hereby agree that Company may determine to recover five thousand dollars ($5,000) as amount of damages sustained by reason of each such breach, without prejudice to Company’s right to also seek injunctive or other equitable relief.
Other than as expressly provided for herein, in no event shall you be deemed by virtue hereof to have acquired any right or interest by license or otherwise, in or to the Confidential Information.
You agree that all originals and any copies of the Confidential Information remain the property of Company. You shall reproduce all copyright and other proprietary notices, if any, in the same form that they appear on all the materials provided by us, on all copies of the Confidential Information made by you. You agree to return all originals and copies of all Confidential Information in your possession or control to us at our request.