RECIPIENTS OF DANNI DESIGN SERVICES AGREE TO THE FOLLOWING:

The Servicer has requested and the Recipient agrees that the Recipient will protect the confidential information or materials which may be received and disclosed between the Servicer and the Recipient. Therefore, the parties agree as follows:

I. Confidential Information. The term "Confidential Information" means any information or material which is proprietary to the Servicer, whether or not owned or developed by the Servicer, which is not generally known other than by the Servicer, and which the Recipient may obtain through any direct or indirect contact with the Servicer. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Servicer concerning the business, technology and information of the Servicer and any third party with which the Servicer does business through, including, without limitation, designs, creative properties, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. 

 

 "Confidential Information" does not include:
• matters of public knowledge that result from disclosure by the Servicer;
• information rightfully received by the Recipient from a third party without a duty of confidentiality;
• information independently developed by the Recipient
• information disclosed by operation of law;
• and any other information that both parties agree in writing is not confidential.

II. Protection of Confidential Information. The Recipient understands and acknowledges that the "Confidential Information" has been developed or obtained by the Servicer by the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of the Servicer which provides the Servicer with a significant competitive advantage and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:

(a) No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Servicer, particularly as it results to business practices, creative services, or design provisions.
 

(b) No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Servicer, including website, logos, or signs while doing business with the Servicer.

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(c) Unauthorized Use. The Recipient shall kindly and promptly make the Servicer aware if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

(d) Application to Employees. The Recipient or Servicer shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement, substantially the same as this Agreement at the request of the Servicer.

III. Unauthorized Disclosure of Information - Injunction. If it appears that the Recipient has disclosed Confidential Information in violation of this Agreement, the Servicer shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Servicer shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. Such as designs, logos, signage, and/or marketing practices implemented by the Servicer. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.

IV. Cease Sharing of Confidential Information. Upon awareness and written request of the Servicer to the Recipient, the Recipient shall cease the sharing of all creative materials, design practices, private information, and/or business contacts containing the Confidential Information. The Recipient shall also provide to the Servicer written email response or signed letter by the Recipient certifying that all Confidential information sharing will be promptly ceased.

V. Relationship of Parties. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, limited liability or joint venture company.

VI. No Warranty. The Recipient acknowledges and agrees that the Confidential Information is provided on an "AS IS" basis. THE SERVICER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITHRESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURP OSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION.

 

The Servicer does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as specified, or at all in any particular way. The Recipient also acknowledges that creative and design processes are subjective and have the possibility to not meet the Recipient's expectations or nuanced preferences. While the Servicer will work intently with the Recipient to convey ideas and preferences made by the Recipient, the Servicer makes no guarantee that the Recipient will be satisfied by them.

VII. Limited License To Use. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Servicer and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are henceforth the Artistic and Intellectual property of the Servicer, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.

VIII. Indemnity. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses.

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IX. Term. The obligations of this Agreement shall survive henceforth from the Effective Date or until the Servicer sends the Recipient written notice releasing the Recipient from this Agreement after an Intellectual ownership coyright fee and agreement has been signed and serviced by the Recipient to the Servicer, of which at that time the Servicer will release Copyright and Intellectual Property to the Recipient. After that, the Recipient must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure from henceforth, even in ownership of .

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X. General Provisions. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of New Jersey. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.

XII. Whistleblower Protection Act. This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law.

XIII. Signatories. This Agreement shall be executed by Danni Design and all "Recipients" of Services.