This Non-Disclosure Agreement (“Agreement”) is between Leap72, Inc and its directly or indirectly wholly-owned subsidiaries and the other party identified below, including its directly or indirectly wholly-owned subsidiaries (“Applicant”).
1. Definition. “Confidential Information” means information disclosed to Applicant at any time relating to Leap72’s business, including, without limitation, product designs, product plans, software and technology, financial information, marketing plans, business opportunities, proposed terms, pricing information, discounts, inventions and know-how to the extent disclosed to the Applicant hereunder. Confidential Information also includes the existence of this Agreement and the fact or nature of the discussions between the parties. Notwithstanding the foregoing, any data sampled from or relating to Leap72’s website will be deemed Confidential Information of Leap72 with no marking or further designation.
2. Use of Confidential Information. Applicant may use the Confidential Information only to evaluate or conduct a business relationship with Leap72.
3. Disclosure of Confidential Information. Applicant will: (a) hold Confidential Information in strict confidence and take reasonable precautions to protect such Confidential Information (such precautions to include, at a minimum, all precautions Applicant employs with respect to its own confidential materials); (b) not divulge any Confidential Information to any third party (other than to employees or contractors as set forth below); and (c) not copy or reverse engineer any materials disclosed under this Agreement or remove any proprietary markings from any Confidential Information. Any employee or contractor given access to any Confidential Information must have a legitimate “need to know” such Confidential Information for use specified in Section 2 and Applicant will remain responsible for each such person’s compliance with the terms of this Agreement.
4. Term; Confidentiality Period. This Agreement shall continue in effect until terminated by Leap72 upon written notice to Applicant. Irrespective of any termination of this Agreement, Applicant’s obligations with respect to Confidential Information under this Agreement expire 5 years from the date of receipt of the Confidential Information (except with respect to any trade secrets where such obligations will be perpetual).
5. Exclusions. This Agreement imposes no obligations with respect to information which: (a) was in Applicant’s possession before receipt from Leap72 , (b) is or becomes a matter of public knowledge through no fault of Applicant, (c) was rightfully disclosed to Applicant by a third party without restriction on disclosure or (d) is developed by Applicant without use of the Confidential Information as can be shown by documentary evidence. Applicant may make disclosures required by court order provided Applicant makes commercially reasonable efforts to provide Discloser with notice of such disclosure as promptly as possible and uses diligent efforts to limit such disclosure and obtain confidential treatment or a protective order and has allowed Leap72 to participate in the proceeding. Notwithstanding any other term of this Agreement, Applicant is prohibited from confirming or commenting on any information, public or otherwise, concerning Leap72 or its business, regardless of its accuracy, without prior express written permission from Leap72.
6. Proprietary Rights. Applicant does not acquire any intellectual property rights or any other rights under this Agreement except the limited right to use the Confidential Information set forth in Section 2.
7. Disclaimer. CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” AND WITH ALL FAULTS.