This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as is entered into as of Jan, 2024 (the “Effective Date”) between ACCELQ Inc., 14241 Dallas Parkway Suite 520 Dallas Texas 75254 USA, hereinafter referred to as “ACCELQ“, and Express Training Participant hereinafter referred to as “Participant” whose name and company of business for purposes of this Agreement is submitted via the form. In order to protect confidential information which may be disclosed between ACCELQ and Participant, the parties agree as follows:
Non-Disclosure Agreement
1. Definition.
“Confidential Information” means non-public business, financial, or technical information relating to the disclosing party (“Discloser”), and any other non-public information that is exchanged between the parties, provided that such information is (a) identified as confidential at the time of disclosure by the disclosing party, or (b) is of a nature or is disclosed under circumstances that would indicate to a reasonable businessperson that the information should be treated as confidential by the party receiving such information (“Recipient”).
2. Protection of Confidential Information.
For a period of three (3) years following the initial disclosure of any Confidential Information, the Recipient shall hold the Information in confidence and not disclose the Confidential Information to a third party. The Recipient shall protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Recipient uses to protect its own confidential information.
3. Exclusions.
This Agreement imposes no obligation upon Recipient with respect to Confidential Information which: (a) is or becomes public knowledge through no fault of the Recipient; (b) was in the Recipient’s possession before receipt from the Discloser and was not subject to a duty of confidentiality; (c) is rightfully received by the Recipient without any duty of confidentiality; (d) is disclosed generally to third parties by the Disclosing Party without a duty of confidentiality on the third party; or (e) is independently developed by the Recipient. The Recipient may disclose the Disclosing Party's Confidential Information as required by law or court order provided: (i) the Recipient promptly notifies the Disclosing Party in writing of the requirement for disclosure; and (ii) discloses only as much of the Confidential information as is required.
4. Term
This Agreement will continue from the Effective Date until terminated. Either party may terminate the Agreement at any time by giving ten (10) days written notice of its intent to terminate this Agreement. Recipient’s obligations with respect to the Confidential Information hereunder shall survive any termination of the Agreement. Upon request from the Discloser or upon termination of the Agreement, Recipient shall return all Confidential Information and all copies, notes or extracts thereof or certify destruction of the same.
5. Proprietary Rights.
Each party shall retain all right, title and interest to such party’s Confidential Information. Neither party to this Agreement acquires any intellectual property rights or any other rights or licenses under this Agreement.
6. Independent Development.
Nothing in this Agreement will be construed to preclude either party from developing, using, marketing, licensing, and/or selling any software or other material that is developed without use of the Confidential Information.
7. No Warranty
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
8. Export Administration
Each party agrees to comply fully with all relevant export laws and regulations of the United States and any other applicable jurisdiction to ensure that no Confidential Information or any portion thereof is exported, directly or indirectly, in violation of such law or regulation.
9. General
The parties do not intend that any agency or partnership relationship be created between them by this Agreement. This Agreement sets forth the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous agreements concerning such Confidential Information, whether written or oral. Neither party shall assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise) or any rights or obligations hereunder without the other party’s prior written consent. All additions or modifications to this Agreement will be made in writing and signed by both parties. This Agreement and all matters arising out of or relating to this Agreement will be governed by the laws of the State of Texas, USA without regard to its conflict of laws rules.
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