This is an Agreement, dated, 12/14/2018 , between Estate Managers Coalition, referred to as EMC, and (them). and its associates and its agents, officers and affiliated companies, collectively referred to as the “party or party’s” to hold in trust and keep confidential information the two parties share.
Definition of Confidential Information. The term “Confidential Information” as used in this Agreement means any and all information about EMC and its business, history, prospects, technical or proprietary capabilities and/or assets, products, services, personnel, customers and customer lists, competitors, suppliers, subcontractors, joint venture relationships, sales and merchandising, marketing plans and information, financial results and condition, facilities, practices, procedures and policies, and, any and all technical and non technical information including patent, copyright, trade secret and proprietary information (including applications), techniques, sketches, drawings, models, inventions, know how, processes, equipment, algorithms, software programs, software source documents, and formulas related to the current, future and proposed products and services of EMC and its current or future divisions.
Nondisclosure Obligations and Degree of Care. Parties agree that it will not use, copy, reproduce, disseminate, or in any way disclose any Confidential Information of EMC to any person, firm or business, except to the extent necessary for internal evaluations in connection with negotiations, discussions, and consultations with authorized representatives of either party, and for any other purpose either party may authorize in writing. The obligations of each of the parties will not apply to any of the Confidential Information that a party can document was known to the receiving party at the time of disclosure or was in the public domain or was developed by employees or agents of the receiving party independently of and without reference to any information communicated by the other party. The receiving party further agrees to inform EMC in writing within 7 days of today’s date of any current discussions with other persons or entities that could lead to negotiations or contracts with them for the same or similar service being discussed today or in the future with the receiving party.
Materials Remain the Property of Each Party. All materials furnished by EMC to the other party remain the property of EMC. All Confidential Information made available pursuant to this Agreement, including copies of the information, must be returned to EMC upon the first to occur of (a) completion of discussions, negotiations or consultations or (b) request by EMC.
Independent Development. Each of the parties understands that the other party may currently or in the future be developing information internally, or receiving information from other parties that may be similar to the confidential Information of EMC. Accordingly, nothing in this Agreement will be construed as a representation or inference that the receiving party will not develop products or services, or have products or services developed for it, that, without violation of this Agreement, compete with the products or systems contemplated by EMC’s Confidential Information.
Party shall not acquire any license under intellectual property rights of work performed for EMC pursuant to this Agreement.
Neither Party has an obligation pursuant to this Agreement to purchase any service or item from, or engage in any business arrangement with, the other Party. Both EMC and the Parties do not intend that any agency, partnership, or other relationship be created by this Agreement.
Term and Governing Law. This Agreement governs all communications between the parties made from the date this Agreement is signed to two years after the date of the last discussion between the parties. This Agreement will be governed in all respects by the laws of the United States of America and the State of California. A breach by parties of any of the promises or agreements will result in irreparable and continuing damage to EMC for which there will be no adequate remedy at law, and the other party is entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).