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| Enroll today to use the industry leading web proposal tool: 1800SAVE |
Please read carefully and fill out the following form and submit it. Within minutes you will be emailed your
username and password to access 1800SAVE. If you are requesting Provider or Master Agent
service, you will receive a follow-up phone call from 1800SAVE and your advanced features
will be activated and you will be trained at that time.
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MUTUAL NON-CIRCUMVENT, NON-DISCLOSURE AGREEMENT |
In connection with participation in a business relationship between
1-800-Save and < Name as appears below > (Participant), each
party (Discloser) has disclosed or may disclose to the other
(Recipient) certain Proprietary Information as defined below and Recipient agrees to make no other use of such Proprietary Information or any portion thereof for any purpose other than as expressly set forth herein. All Proprietary Information will be and will remain the sole property of the Discloser.
Each Party is willing to disclose confidential information to the other for the purposes set forth herein. Subject to the following conditions and limitations 1-800-SAVE and participant agree as follows:
1. Confidential Informatin. For the purposes of this Agreement,
Proprietary Information shall mean information, whether or not originated by Discloser, which is used in Discloser's business and is (i) proprietary to, about or created by Discloser; (ii) gives Discloser some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of Discloser; (iii) designated as Proprietary Information by Discloser, or from all the relevant circumstances should reasonably be assumed by Recipient to be confidential and proprietary to Discloser; or (iv) not generally known by non-Discloser personnel. Such Proprietary Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing or designated as confidential):
a. Computer Software. Computer software of any type or form in any stage of actual or anticipated research and development, including but not limited to programs and program modules, routines and subroutines, processes, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, flowcharts, coding sheets, and the like), data, source code, object code and load modules, programming, program patches and system designs, and know-how;
b. Other Proprietary Data. Information relating to Discloser's proprietary rights prior to any public disclosure thereof, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
c. Business Operations. Internal Discloser personnel and financial information, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting Discloser's business;
d. Marketing and Development . Marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of Discloser which have been or are being discussed; and
e. Customers. Names of customers and their representatives, proposals and contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by clients of Discloser.
f. System Generated Information. Compilation of data, rate plans, commission levels, available carriers and carrier ratings.
2. Use of and Duty of Care to Protect Proprietary Information. The Recipient will use the Proprietary Information only to further the relationship between the parties. Recipient shall not directly or indirectly disclose, display, provide, transfer, or otherwise make available all or any part of the Proprietary Information to any person or entity at any time during the period in which Recipient has access to the Proprietary Information or thereafter, unless Recipient has received prior written permission from the Discloser. Recipient shall not make copies of the Proprietary Information or any portion thereof. At no time and under no circumstances shall Recipient reverse engineer, decompile or disassemble the Discloser software or Proprietary Information or attempt to use Discloser�s software in any form other than machine readable object code. Recipient will not disclose any Proprietary Information to any third party, except as provided below:
a. Agents/Sub-Agents. Each party agrees that the other may disclose necessary Proprietary Information it receives to its subsidiaries or affiliates (or agent who have a need to know and have a non-disclosure obligation at least as restrictive as this Agreement), subject to the terms of this Agreement.
b. Customers. 1-800-Save specifically grants Participant the right to provide system generated quotes for the purpose of quoting to and securing customers.
3. Confidential Information Exceptions. The foregoing shall not apply to Proprietary Information which Recipient can document in writing (a) is in the public domain through no fault of its own, (b) was properly known to it, without restriction, prior to disclosure by Discloser, (c) was properly disclosed to it, without restriction, by another person with the legal authority to do so, (d) is independently developed by Recipient without use of or reference to Discloser�s Proprietary Information or (e) is required to be disclosed pursuant to a judicial or legislative order or proceeding; provided that, to the extent permitted by and practical under the circumstances, Recipient provides to Discloser (i) prior notice of the intended disclosure and an opportunity to respond or object to the disclosure or (ii) if prior notice is not permitted or practical under the circumstances, prompt notice of such disclosure.
4. Ownership. Proprietary Information remains the property of the Discloser. Recipient will not construe anything in this Agreement as granting or conferring any right by license or otherwise, expressly or impliedly, for any business strategy, marketing plan, invention, discovery, protocol design, trademarks, copyrights, patents, intellectual property rights, development or improvement on any of the foregoing, embodied in the Proprietary Information disclosed hereunder.
5. Non-Circumvention. The parties are engaged in a highly competitive marketplace. Each party agrees to hold all Proprietary Information strictly confidential and shall not use the Proprietary Information for any purposes other than provided herein. The parties expressly agree that for three years following termination of this Agreement, neither shall solicit, initiate contact, offer or sell communication services to end users disclosed or introduced to a party by the other party, nor approach a carrier that was introduced during the effective term of this Agreement, without the express written consent of the other party..
6. Breach of Agreement. Recipient will promptly notify the Discloser of any unauthorized release of Proprietary Information. The parties acknowledge that Proprietary Information is unique and valuable, and that disclosure in breach of this Agreement will result in irreparable injury to Discloser for which monetary damages alone would not be an adequate remedy. Therefore, the parties agree that in the event of a breach or threatened breach of confidentiality, the Discloser shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. In addition, any party which prevails in any legal dispute hereunder shall be entitled to collect its attorney�s fees and expenses from the other party.
7. Term. The terms of this Agreement will remain in effect with respect to any particular Proprietary Information for three years from the time of its disclosure, and will auto-renew based upon continued disclosure of Proprietary Information. Either party may terminate the Agreement at any time on 60 days written notice. The parties� obligations not to disclose or improperly use Proprietary Information received during the Term will continue for 2 years after this Agreement is terminated.
8. General.
a. Governance. This Agreement is governed by the internal laws of the State of Utah and may be modified or waived only in writing. If any provision is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect.
b. Understanding. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supercedes and cancels all previous written and oral agreements and communications with respect to the subject matter of this Agreement.
c. Application. Where applicable, the terms of this agreement apply symmetrically to both parties.
Parties accepting this agreement agree to be bound to the terms of this agreement for any and all companies they are affiliated with as shareholders or otherwise.
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