Terms and Conditions
CONFIDENTIAL DISCLOSURE AGREEMENT
By entering and accessing or viewing the confidential materials within this site you state that you agree to the terms and conditions of this Confidential Disclosure Agreement.
This Confidential Disclosure Agreement (this "Agreement") is made and entered into effective as of your recorded login date by and between, One Eighty Films, Inc., an OREGON corporation (“COMPANY”), with offices located at 4242 SE Milwaukie Ave. Portland, OR and You as an individual, Your agents or assigns whether or not your IP address indicates you as the owner, whether individually or as an institution. You as indicated and identified by being provided with a login password by the COMPANY. You the (“Disclosee”), assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed by COMPANY to Disclosee for Disclosee’s use solely in exploring whether to enter into a business relationship with COMPANY (the “Permitted Use”). COMPANY and Disclosee may be referred to herein individually as a “Party” or collectively as the “Parties.”
In reliance upon and in consideration of the following undertakings, and for other good and valuable consideration, the Parties agree as follows:
1. Subject to the limitations set forth in Paragraph 2, all information disclosed by COMPANY to Disclosee shall be deemed to be the “Proprietary Information” of COMPANY for all purposes hereunder. In particular, Proprietary Information may include, without limitation, any trade secret, patent application (including drawings and claims), information, prices, technique, invention, idea, process, or formula; any data or information relating to any media project, work in process, or future development; any novel combination of ideas, and any engineering, manufacturing, marketing, servicing, financing or personnel matter relating to COMPANY, its present or future products, sales, suppliers, clients, customers, employees, investors, or business, whether in oral, written, graphic or electronic form. If Proprietary Information is disclosed in written or other graphical form, it shall be marked “Confidential”. If Proprietary Information is disclosed in oral form, COMPANY shall thereafter summarize it in writing and transmit such summary of Proprietary Information to Disclosee within ten (10) business days.
2. The term “Proprietary Information” shall not include information that Disclosee can demonstrate by competent written proof that: (a) is now, or hereafter becomes, through no act or failure to act on the part of Disclosee, generally known or available in the public domain; (b) is known by Disclosee at the time of receiving such information from COMPANY as evidenced by its records; (c) is hereafter furnished to Disclosee by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by Disclosee without any use or access to the Proprietary Information; or (e) is the subject of a written permission to disclose provided by COMPANY.
3. Disclosee shall maintain all Proprietary Information of COMPANY in trust and confidence and shall not disclose any such Proprietary Information to any third party or use any such Proprietary Information for any unauthorized purpose. In particular, but without limiting the generality of the foregoing, Disclosee shall not file any patent , copyright or registration application containing any claim the subject matter of which is derived from the Proprietary Information. Disclosee may use the Proprietary Information only to the extent required to accomplish the Permitted Use. Disclosee shall not reproduce the Proprietary Information in any form except as required to accomplish the intent of this Agreement. Disclosee shall not use the Proprietary Information for any other purpose or in any manner which would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. No rights or licenses to trademarks, inventions, copyrights, or patents are implied or granted under this Agreement. Nothing in this Agreement grants Disclosee the right to retain, distribute or commercialize any Proprietary Information. Disclosee hereby agrees that it will not in any way attempt to obtain, either directly or indirectly, any information regarding any of the Proprietary Information from any third party who has been employed by, provided consulting services to, or received in confidence information from, COMPANY.
4. Disclosee agrees to use its best efforts to protect the Proprietary Information from unauthorized use or disclosure. Disclosee shall not disclose any of the Proprietary Information to any third party without COMPANY’s express written consent.
5. All Proprietary Information (including all copies thereof) shall remain at all times the property of COMPANY, and shall be returned to COMPANY after Disclosee's need for it has expired, or upon request of COMPANY, and in any event, upon completion or termination of this Agreement.
6. Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure: (a) is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof; or (b) is otherwise required by law or regulation; provided, however, that Disclosee shall first have given reasonable prior notice to COMPANY and shall have made a reasonable effort to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purposes for which the order was issued.
7. This Agreement shall continue in full force and effect so long as the Parties hereto continue to exchange proprietary information for the Permitted Use, provided that Paragraphs 3, 4, 5, 6, 8, 10 and 11 shall survive any such termination and continue until the Proprietary information becomes available to Disclosee under the provisions set forth in Paragraph 2.
8. This Agreement shall be construed and governed by the laws of the State of Oregon without reference to conflict of laws principles or statutory rules of arbitration that might cause the law of any other jurisdiction to apply. Any claim or controversy arising out of this Agreement or any breach hereof shall be submitted for resolution to a court of competent jurisdiction in the State of Oregon, and the parties hereto hereby acknowledge, and submit to, the jurisdiction of any such court.
9. This Agreement constitutes the final, complete and exclusive agreement of the Parties relative to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. This Agreement may not be changed, modified, amended or supplemented except by a written instrument signed by both Parties.
10. Disclosee hereby acknowledges and agrees that in the event of any breach of this Agreement by Disclosee, including, without limitation, the actual or threatened disclosure of the Proprietary Information without the prior express written consent of COMPANY, COMPANY will suffer an irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, Disclosee hereby agrees that COMPANY shall be entitled to specific performance of Disclosee's obligations under this Agreement, as well as such further injunctive relief as may be granted by a court of competent jurisdiction.
11. The Parties' rights and obligations under this Agreement will bind and inure to the benefit of their respective successors, heirs, executors and administrators and permitted assigns. Neither Party shall assign or delegate its obligations under this Agreement either in whole or in part without the prior written consent of the other Party, except to a successor in interest pursuant to a merger, acquisition or sale of all or substantially all of the assets of the Party, provided that such successor is bound by the terms of this Agreement.
12. If any provision of this Agreement is found by a proper authority to be unenforceable, that provision shall be severed and the remainder of this Agreement will continue in full force and effect.
By your login and acceptance you enter into this agreement.