Detrix Design Lab Product Survey

By clicking the "I AGREE" check box below, you agree to the following terms and conditions:

You are about to receive certain confidential and proprietary information for the purpose of entering into a survey regarding the development and production of a licensed project (the“Purpose”);

A. Disclosing Party and Receiving Party wish to enter discussions to explore a business opportunity for potential mutual interest
B. Disclosing Party expects that such discussions will involve communication by Disclosing Party to Receiving Party of certain confidential information; and
C. Disclosing Party is willing to disclose its confidential information to Reciving Party under the terms and conditions set out in this Agreement.

NOW THEREFORE, in considering of the foregoing premises, the mutual covenants and obligations contained in this Agreement, and other good and valuable consideration, the parties agree as follows:

1. For the purposes of this Agreement:

“Confidential Information” includes, but is not limited to, any information “know-how”, data, patent, copyright, trade secret, process, technique, program, design, formula, marketing, advertising, financial, commercial, sales or programming data, written materials, compositions, drawings, diagrams, computer or software programs, studies, work in progress, visual demonstrations, business plans, budgets, forecasts, customer data, ideas, concepts, characters, story outlines and other data, in oral, written, graphic, electronic, or any other form or medium whatsoever, which may be exchanged between the parties in pursuance of the Purpose or otherwise. The term “Confidential Information” shall not include the following:

i) Information that is in the public domain at the time it is received by Receiver;

ii) Information that after receipt thereof by Receiver enters the public domain other than through a breach of this Agreement by Receiver;

iii) Information which is actually known to Recipient prior to the time of receipt of such Confidential Information as can be established by evidence that would be acceptable to a Court of competent jurisdiction;

iv) Information which is independently developed by Recipient without use or reference to the Confidential Information of Discloser that does not otherwise contravene the terms and provisions of this Agreement, and which such independent development can be established by evidence that would be acceptable to a Court of competent jurisdiction;

v) Information that is approved in writing by the Discloser for disclosure, provided that such disclosure was made by Receiver in accordance with the terms of such approval.

vi) All Confidential Information is acknowledges by Receiver to be the property or an otherwise protectable interest of Discloser or its licensors whether or not it constitutes a trade secret.

“Owner” means the party hereto which possesses the intellectual property rights or other proprietary rights in and to an item of Confidential Information, as the context requires, and includes, without limitation, an owner, possessor, developer and licensee of such Confidential Information.
“Recipient” means the party hereto who receives or is otherwise privy to, or comes into possession of, an item of Confidential Information of which it is not the Owner.

2. All Confidential Information constitutes the sole and exclusive property and the Confidential Information of the Owner, which the Owner is entitled to protect. Recipient shall only use the Confidential Information strictly for the Purpose. Recipient shall hold and maintain all Confidential Information of the Owner in trust and confidence for the Owner and shall use commercially reasonable efforts to protect the Confidential Information from any harm, tampering, unauthorized access, sabotage, access, exploitation, manipulation, modification, interference, misuse, misappropriation, copying or disclosure.

3. No license under any patent and no copyright of Disclosing Party, or any right respecting the Confidential Information other than expressly set out herein, is granted to Receiver under this Agreement by implication or otherwise.

4. All Confidential Information is acknowledged by Receiver to be the property or an otherwise protectable interest of /company or its licensors whether or not it constitutes a trade secret.

5. Recipient shall not and warrants that anyone obtain the Confidential Information disclosed hereunder by or through it, shall not:

a. Contest, anywhere in the world at any time in the future, the validity of Owner’s proprietary rights in, or any Company claim to the ownership or inventorship of, any Confidential Information; or

b. Attempt to or actually apply for, obtain or claim ownership of, inventorship in or right to use of any proprietary rights in any Confidential Information (including, without limitation, any patents, copyrights, trademarks, service marks, trade dress, or trade secret rights).

6. Recipient shall not, without the prior written consent of the Owner, disclose any Confidential Information to any person or entity other than:

a. To such of its employees, officers, directors, contractors, agents and professional advisors, as applicable, and in such event only to the extent necessary for the Purpose and provided that Recipient shall, prior to disclosing the Confidential Information to such employees, officers, directors, contractors, agents and professional advisors, issue appropriate instructions to them to satisfy its obligations herein and obtain their agreement to receive and use the Confidential Information on a confidential basis on the same conditions as contained in this Agreement; or

Halo Survey