IdeaFORGE® Certification Program Non-Disclosure Agreement
THIS IdeaFORGE® CERTIFICATION PROGRAM NON-DISCLOSURE AGREEMENT GOVERNS STUDENT’S ACQUISITION AND USE OF CONFIDENTIAL INFORMATION PROVIDED IN ITERNAL’S IdeaFORGE® CERTIFICATION PROGRAM. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
BY CLICKING A BOX INDICATING ACCEPTANCE, OR (2) USING AND/OR CONSUMING THE IdeaFORGE® CERTIFICATION PROGRAM EDUCATIONAL MATERIAL, STUDENT HEREBY AGREES TO THE TERMS OF THIS AGREEMENT.
Iternal’s competitors are prohibited from accessing the IdeaFORGE® Certification Program, except with Iternal’s prior written consent.
This Agreement was last updated on December 12, 2019. It is effective between Student and Iternal as of the date of Student’s accepting this Agreement.
- “Agreement” means this IdeaFORGE® Certification Program Non-Disclosure Agreement.
- “Iternal” means Iternal Technologies, Inc., a Delaware corporation with its principal address at 1908 Chalk Rock Cove, Austin, Texas 78735
- “IdeaFORGE” is as defined in the Master License and Service Agreement.
- “IdeaFORGE® Certification Program” means the educational and training material found within the IdeaFORGE® Software or other locations which is used to educate Students regarding information about IdeaFORGE, including but not limited to, IdeaFORGE’s methodology and how to use the IdeaFORGE.
- “Proprietary Information” means without limitation, computer programs, code, algorithms, knowhow, formulas, processes, ideas, inventions (whether patentable or not), and other technical, business, financial and product development plans, forecasts, strategies and information.
- “Registration Form” means the form provided to new Students because they are authorized by [Iternal] [or the Student’s employer] to take the IdeaFORGE® Certification Program.
- “Student” means in the case of an individual accepting this Agreement on his or her own behalf, and whose name and contact information has been entered in the Registration Form.
Student understands that Iternal may and will previously, presently, or subsequently disclose Proprietary Information within the IdeaFORGE® Certification Program to the Student.
All Information presented and contained within the “IdeaFORGE® Certification Program” is considered Proprietary Information.
In consideration of the parties’ discussions and access the Student may have to Proprietary Information of Iternal, the parties hereby agree as follows:
- The Student agrees (i) to hold Iternal’s Proprietary Information in confidence and to take all necessary precautions to protect such Proprietary Information including, without limitation, all precautions the Student employs with respect to his / her own confidential materials and that Student’s employer employs with respect to its confidential materials, (ii) not to divulge any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use of such Proprietary Information, except for the below stated purpose, and (iv) not to copy or reverse engineer, or attempt to derive the composition or underlying information of any such Proprietary Information.
- The Student agrees that the Proprietary Information shall not be used except for the following purposes: (i) Facilitate in the implementation, launch, and subsequent use of IdeaFORGE® within an organization that has an active Master License and Service Agreement with Iternal Technologies, Inc., or (ii) improve Iternal’s services.
- The Student further agrees to limit the use of and access to Iternal’s Proprietary Information and will not disseminate, share, copy, photograph, extract, screenshot, screen record, or capture Iternal’s Proprietary Information for any reason unless previously authorized by Iternal.
- Iternal agrees that the foregoing obligations shall not apply with respect to information that (i) was in the possession of the Student or known by him / her prior to receipt from Iternal, or (ii) was rightfully disclosed to the Student by another person without restriction, or (iii) was independently developed by the Student without access to such Proprietary Information, or (iv) is required to be disclosed pursuant to any statutory or regulatory authority or court order, provided the Student has given Iternal prompt notice of such requirement and the opportunity to contest it.
- Immediately upon a request by Iternal at any time, the Student will turn over all documents or media containing any such Proprietary Information and all copies or extracts thereof and will promptly and permanently delete any Proprietary Information which is electronically or optically recorded or stored.
- The Student acknowledges and agrees that due to the unique nature of Iternal’s Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Student or third parties to unfairly compete with Iternal resulting in irreparable harm to Iternal, and therefore, that upon any such breach or any threat thereof, Iternal shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law. The Student will notify Iternal in writing immediately upon the occurrence of any such unauthorized release or other breach. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect.
- Neither party acquires any intellectual property rights under this Agreement or any disclosure hereunder, except the limited right to use such Proprietary Information in accordance with this Agreement.
- NO WARRANTIES OF ANY KIND (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE GIVEN WITH RESPECT TO THE PROPRIETARY INFORMATION DISCLOSED OR USED UNDER THIS AGREEMENT, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR DAMAGES ARISING OUT OF OR CAUSED BY DEFECTS OR DEFICIENCIES IN THE PROPRIETARY INFORMATION OF EITHER PARTY, WHETHER DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE.
- Except as otherwise provided herein, all notices to Iternal must be made by registered or certified mail to the address listed above or via email to [email protected] All notices to Student must be made to the email address of Student’s primary contact on file with Iternal. Each of Iternal and Student agree that any notice required pursuant to this Agreement must be provided in writing. Further, each of Iternal and Student agree that any notice required by this Agreement may be delivered by (i) an electronic record capable of retention by the recipient at the time of receipt (the term “electronic record” shall have such meaning as ascribed to it in Chapter 322 of Title 10 of the Texas Business & Commerce Code or any successor statute thereto).
- This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party, and no failure or delay in enforcing any right will be deemed a waiver. The obligations of non-use and non-disclosure shall survive indefinitely. This Agreement shall be governed by the laws of the State of Texas without giving effect to the conflict of laws provisions thereof and may be enforced in any court in Texas.