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NONDISCLOSURE STATEMENT to retain Inspiromedia Corporation, DBA IMTechnicals (Promisor)
as an outside consultant and to furnish Promisor with certain information that is proprietary and confidential, Promisor hereby warrants, represents, covenants, and agrees as follows:
1. Engagement. Promisor, in the course of engagement by Client, may or will have access to or learn certain information belonging to Client that is proprietary and confidential (Confidential Information).
2. Definition of Confidential Information. Confidential Information as used throughout this Agreement means any secret or proprietary information relating directly to Client’s business and that of Client’s affiliated companies and subsidiaries, including, but not limited to, products, customer lists, pricing policies, employment records and policies, operational methods, marketing plans and strategies, product development techniques or plans, business acquisition plans, new personnel acquisition plans, methods of manufacture, technical processes, designs and design projects, inventions and research programs, trade ”know-how,” trade secrets, specific software, algorithms, computer processing systems, object and source codes, user manuals, systems documentation, and other business affairs of Client and its affiliated companies and subsidiaries.
3. Nondisclosure. Promisor agrees to keep strictly confidential all Confidential Information and will not, without Client’s express written authorization, signed by one of Client’s authorized officers, use, sell, market, or disclose any Confidential Information to any third person, firm, corporation, or association for any purpose.
4. Return of Material. Upon receipt of a written request from Client, Promisor will return to Client all samples of Confidential Information that, at the time of the receipt of the notice, are in Promisor’s possession, however Promisor shall maintain normal and customary administrative and working files including estimates, email correspondence, working drawings (including changes or additions, if applicable) and final drawings.
5. Obligations Continue Past Term. The obligations imposed on Promisor shall continue with respect to each unit of the Confidential Information following the termination of the business relationship between Promisor and Client, and such obligations shall not terminate until such unit shall cease to be secret and confidential and shall be in the public domain.
6. Invalidity. If any provision of this Agreement or its application is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of any of the other provisions and applications therein shall not in any way be affected or impaired.