NONDISCLOSURE AGREEMENT FOR LICENSEE
TRADE SECRET RECOGNITION AND COPYRIGHT PROTECTION OF AUTHORSHIP
This agreement, effective between BIOANYWHERE INC ("Company") and PARTNER ("Partner") , is entered into to authorize Customer to receive from Company and evaluate certain proprietary computer software and documentation known as MINDTALKS.AI ("Software").
- Nonexclusive License
Company grants Customer a nonexclusive license to try a cloud based application software and use it for a period of 30 days from the date of delivery. Customer shall use Software only for the purpose of evaluating its performance and not for a productive purpose. Customer shall acquire no other intellectual property rights under this Agreement.
- Software a Trade Secret
Software is proprietary to, and a valuable trade secret of, Company.
In consideration of Company's disclosure of Software to Customer, Customer will treat Software with the same degree of care and safeguards that it takes with its own trade secrets, but in no event less than a reasonable degree of care. Customer will not, without Company's prior written consent: (a) reverse engineer, decompile or disassemble Software or any portion of it; (b) copy any portion of Software; (c) download Software in a retrieval system or computer system of any kind. (d) disclose any portion of Software to any third party. Customer will limit use of Software to those employees, agents and consultants of Customer who are performing the evaluation for Customer. Customer must advise such people that Software is Company's trade secret and they must be under an express written obligation to maintain its confidentiality. The restrictions and obligations contained in this clause will remain in effect until Software no longer constitutes a trade secret or until Company sends Customer written notice releasing it from this Agreement, whichever occurs first.
- Return of Software and Materials
Customer shall promptly return Software and all related materials to Company and delete all copies and portions of Software from computer memory upon the termination of this Agreement, Company's request, or the Customer's decision not to purchase or license Software, whichever occurs first.
- Limitation of Liability
Company shall not be responsible for any loss or damage to Customer or any third parties caused by Customer's use of Software. COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF SOFTWARE OR ANY PERFORMANCE OF THIS AGREEMENT.
- General Provisions
(a) Relationships: Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose. (b) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties. (c) Integration: This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties. (d) Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. (e) Injunctive Relief: Customer acknowledges that any misappropriation of any of the Confidential Information in violation of this Agreement may cause Company irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that Company shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as Company deems appropriate. This right of Company is to be in addition to the remedies otherwise available to Company. (f) Indemnity: Customer agrees to indemnify Company against any and all losses, damages, claims or expenses incurred or suffered by Company as a result of the Customer's breach of this Agreement. (g) Attorney Fees and Expenses: In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures. (h) Governing Law: This Agreement shall be governed in accordance with the laws of the State of Florida. (i) Jurisdiction: The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Florida in any action arising out of or relating to this Agreement. The parties waive any other venue to which either party might be entitled by domicile or otherwise. (j) Successors and Assigns: This Agreement shall bind each party's heirs, successors and assigns. Customer may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Company. Any assignment or transfer in violation of this section shall be void. The authorized representatives of the parties have signed this Nondisclosure Agreement for Licensee on the date first written above. This Agreement may be countersigned and executed electronically using the embedded sign function. Both Parties shall be bound by the terms and conditions of this Agreement as if it was signed in writing in paper format.
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