THIS NONDISCLOSURE AGREEMENT (the "Agreement") is made and entered into as of November 20, 2017, by and between Budgit, Inc. ("Budgit") and User ("User") regarding software application product known as "Budgit".
Purpose. Budgit and User wish to engage in a relationship and, in furtherance of this opportunity and the resulting relationship, if any should result, Budgit may disclose to User certain confidential information, which Budgit desires the User to treat as confidential.
"Confidential Information" means all information, whether written, verbal, graphic, electronic or by any other means or medium, including, but not limited to, any and all commercial, financial or technical information relating directly or indirectly to the business of Budgit including, without limitation, the identity of Budgit, financial statements, projections, forecasts, business plans and other financial or accounting information; know-how, trade secrets, research, development, business or commercial information, information that is capable of being embodied in a patent application, or any international equivalents; material eligible for copyright protection; technical information; developments; formulae, data, processes, and concepts; samples; marketing philosophy; methodology; research, marketing and other strategy and other information, disclosed by Budgit to User and is of a nature such that a reasonably prudent person would recognize such information as confidential or proprietary.
Non-use and Non-disclosure. Confidential Information shall not be used for any purpose except (i) to evaluate and engage in discussions relating to the relationship between the parties and, (ii) to the extent the parties enter into a business relationship and agreement, as provided in such agreement. User agrees not to copy or reverse engineer any Confidential Information and agrees not to permit or authorize anyone else to do so.
Maintenance of Confidentiality. User agrees to treat Budgit's Confidential Information with respect to disclosure and protection measures, at least as strictly as it treats his or her own confidential information, which in no event shall be less protective than reasonable measures, to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Budgit.
No Obligation. Nothing herein shall obligate User to proceed with any transaction, and User reserves the right, in its sole discretion, to terminate the discussions contemplated in this Agreement.
Return of Materials. Upon the written request of User, all documents and other tangible objects containing or representing Confidential Information which have been disclosed by Budgit to User, and all copies thereof which are in the possession of User, shall be and remain the property of Budgit and shall be promptly returned to Budgit. Any Confidential Information which exists in a digital or online medium shall be deleted from all systems and computers on which the Confidential Information exists and User shall send notice to Budgit to confirm that all such copies have been destroyed. Notwithstanding the return or destruction of the Confidential Information, User will continue to be bound by his or her obligations of confidentiality and other obligations hereunder.
No License. Nothing in this Agreement is intended to grant any rights User under any patent, mask work right or copyright of Budgit, nor shall this Agreement grant User any rights in or to the Confidential Information of the Budgit except as expressly set forth herein.
Term. The obligations of User hereunder shall survive any termination of the relationship between the parties, and such obligations hereunder shall continue for a period terminating either two (2) years following the date of this Agreement or two (2) years from the date on which Confidential Information is last disclosed under this Agreement, whichever period is longer.
Remedies. User agrees that any violation or threatened violation of this Agreement may cause irreparable injury to Budgit, entitling Budgit to seek injunctive relief in addition to all other available remedies whether in law or equity.
Conflict with Definitive Agreement. To the extent that any terms contained in a definitive agreement entered into between the parties at or following the effective date hereof in connection with the establishment of a relationship are inconsistent with any terms hereof, the terms of such definitive agreement shall control.
Miscellaneous. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws the State of Texas, without reference to conflict of laws principles. Any disputes which may arise under the terms of this Agreement shall be subject to the exclusive jurisdiction of the courts located in Dallas County, Texas; provided, however, that either Budgit or User may bring any action to obtain injunctive or other equitable relief with respect to any suspected, threatened or actual breach of this Agreement in any court having jurisdiction over such matter. In the event of any dispute, the prevailing party shall be entitled to recover all court costs, attorneys' fees and other costs related to such dispute from the non-prevailing party. This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. The parties are independent contractors, and nothing contained in this Agreement shall be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
By clicking 'I Agree', User has caused this Agreement to be executed by User as of the date first set forth above.
Budgit's application and software is provided to the User strictly on an "as is" basis; Budgit and its licensors make no warranty, representation, or guaranty, either express or implied, as to the fitness for a particular purpose, merchantability, non-infringement of third party rights, reliability, availability, or accuracy of content. Budgit does not guaranty, warrant, or represent that the service will be secure, uninterrupted, error-free, or free of viruses or other harmful components, or that errors or defects will be corrected.
Limitation Of Liability
In no event shall Budgit's total liability exceed the amounts actually paid by the User to Budgit for the Budgit service. Budgit is not liable for misinformation published by Budgit. Neither Budgit nor its licensors shall be liable to anyone for any indirect, incidental, consequential, special, exemplary, punitive, or other damages of any type or kind (including loss or inaccuracy of data, revenue, or profits) arising out of, or in connection with, this service or the inability to use the service, even if Budgit has been previously advised of the possibility of such damages.
Budgit wants User feedback and will use same to generate a better service for the Users. User agrees that Budgit shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the software application any suggestions, enhancement requests, recommendations or other feedback provided by User.