By having at least one private coaching session with us, you agree to the following terms:
Delta CX may discuss with you business, personal, and other issues. Our advice is both general and user experience-oriented, and does not constitute legal or accounting advice. Delta CX does not perform legal services including but not limited to searches and determination of legality of registered or common law intellectual property such as logos, slogans, and designs. Client should retain an IP attorney to investigate any IP Client is considering using. Delta CX does not offer or claim to offer psychological services.
The parties, for their mutual benefit, want to disclose to one another certain confidential and proprietary information (“Confidential Information“) so they may discuss a potential arrangement (“Permitted Purpose”) under which the parties may discuss: (i) partnership opportunities between Brass Flowers, Inc. and Client; (ii) the opportunity to enter into a business transaction to promote, resell, integrate or otherwise complement each other’s business and company, and then negotiating the terms and conditions that could represent such a transaction; (iii) the opportunity to enter into a business transaction for the performance of specific tasks/initiatives; (iv) trade-secret and “know-how” related to business operations, finances, products, services, and technology. The parties are entering into this Agreement to set forth their understanding of their rights and obligations concerning the use and disclosure of this Confidential Information.
In consideration of the receipt of such Confidential Information and the mutual promises made below, the parties hereby agree as follows:
- The term “Confidential Information” includes without limitation trade secrets, copyrights, specifications, design plans, drawings, software, software documentation, data, ideas, inventions, designs, prototypes, marketing plans, financial information, colleagues, partners, financiers, and any other business or technical information that one party (“Disclosing Party”) discloses to the other (“Receiving Party”). The Confidential Information is the Disclosing Party’s property, and the Receiving Party shall return it upon the Disclosing Party’s written request or the Receiving Party’s determination that it no longer needs the Confidential Information for the Permitted Purpose.
- The Receiving Party shall (i) hold all Confidential Information in confidence and use it only for the Permitted Purpose; (ii) reproduce Confidential Information only as reasonably required in furtherance of the Permitted Purpose; (iii) restrict disclosure of Confidential Information only to its employees and/or business partners with a need to know; and (iv) take all reasonable precautions that its employees and business partners comply with the Receiving Party’s obligations under this Agreement. The Receiving Party shall not disclose Confidential Information to third parties without the Disclosing Party’s prior written consent.
- The above restrictions on the use or disclosure of Confidential Information shall not apply to any Confidential Information (i) after it has become generally available to the public without breach of this Agreement; (ii) which at the time of disclosure to the Receiving Party was known to such party free of restriction and evidenced by written documentation in such party’s possession; (iii) which the Disclosing Party agrees in writing is free of such restrictions; (iv) which is independently developed by the Receiving Party; or (v) provided the Receiving Party gives the Disclosing Party a reasonable opportunity to seek a protective order or similar judicial constraint (unless the subpoena specifically requires that the Disclosing Party cannot be notified), the Receiving Party may disclose Confidential Information to the extent such disclosure is required by law or order of a regulatory or judicial authority.
- The Receiving Party’s obligations with respect to the Confidential Information shall expire two years (2) from the date of disclosure, except that the obligations specified herein as they may relate to trade secrets, copyrights, design plans, marketing plans, non-compete clause, pricing, and any other business and financial information shall remain in effect for as long as either party maintains trade secrets, plans, marks, and information.
- The Disclosing Party’s disclosure of Confidential Information under this Agreement is not a license to the Receiving Party under any trademark, patent, copyright, mask work, protection right or any other intellectual property right. The Disclosing Party makes no representation, warranty, or guarantee of any kind with respect to the Confidential Information. Without limiting the generality of the foregoing disclaimer, the Disclosing Party in particular does not warrant or represent the non-infringement of trademarks, patents, copyrights, mask protection rights or any third-party rights in or to the Confidential Information. All Confidential Information shall remain the property of the Disclosing Party.
- The Receiving Party agrees that breach of this Agreement will cause the Disclosing Party irreparable damage that cannot be fully remedied through the payment of monetary damages. Accordingly, the Disclosing Party shall have the right to obtain injunctive relief upon the Receiving Party’s breach. This remedy is in addition to any other remedies available at law or equity. Any injunction or damage claim sought will be under Arizona law, regardless of conflicts of law, forum, and venue.
- This agreement constitutes the entire understanding between the parties as to the disclosure and use of the Confidential Information. It supersedes and terminates any prior or contemporaneous discussions or agreements relating to its subject matter. No amendment or modification of this Agreement shall be valid or binding on the parties unless in writing and duly executed by both parties.
- Each party warrants to the other that this Agreement has been duly authorized and executed and is valid and legally binding upon such party and enforceable in accordance with its terms. If a court of competent jurisdiction determines that any provision of this Agreement is unenforceable, then, in that jurisdiction only, the provision shall be severable from this Agreement without invalidating the remaining provisions of this Agreement.
This agreement shall be binding upon the heirs and assigns of the parties and shall be governed by and interpreted according to the laws of the State of Arizona. Client and Consultant submit to the jurisdiction of the Courts located in Pima County, Arizona for any action or proceeding relating to this agreement and expressly waives any objection it may have to such jurisdiction or the convenience of such forum.