Council, Inc (“IC”) has developed certain Confidential Information that is
proprietary to IC and that IC believes is unique and/or has substantial value
commercial exploitation. IC is
willing to disclose the Confidential Information to Signatory for the limited
purpose, and subject to the terms and conditions set forth in this Agreement.
purposes of this Agreement, the term “Confidential Information” means
any and all information, which is disclosed by IC to Signatory verbally,
electronically, visually or in a written or other tangible form, which is
either identified or reasonably understood to be confidential or
Information includes, but is not limited to, trade secrets, computer
programs, software, data, techniques, marketing plans, strategies,
forecasts, concepts, theories, proposals, product or service development
processes, potential and existing customers, personnel and candidates,
suppliers or, trade secrets, systems, procedures, designs, materials,
relationships, methods, requirements, specifications, sales, pricing and
marketing information, brochures, web sites and material designed therefore,
as well as any other information relating to the concepts of IC which may be
divulged to the Signatory in the course of his/her relationship with IC and
which is not generally known in the industry.
Information: This Agreement
imposes no obligation on the Signatory with respect to any portion of the
Confidential Information received from IC which as shown by written records,
(a) was lawfully already in possession of the Signatory at the time of
IC’s disclosure; (b) is now or later becomes part of the public domain and
Signatory learned of such information from sources other than from IC,
unless such information becomes part of the public domain by unauthorized
disclosure or publication; or (c) is lawfully received by the Signatory from
a third party under no obligation of confidentiality.
of Confidential Information:
Signatory agrees that except as expressly required by law, that all
Confidential Information shall be used exclusively for the limited purpose
of evaluating, considering and participating in the development of
International Council Education and Software
("ICES”) plan and being employed in any capacity by IC or
receiving a scholarship from and for no other use or purpose whatsoever.
The Signatory further agrees that, except as otherwise expressly
provided hereunder, the Signatory will not (a) disclose Confidential
Information to any third party, (b) use or attempt to use Confidential
Information in any manner which is competitive with or detrimental to IC,
(c) use or attempt to use Confidential Information in any manner to
commercially exploit such Confidential Information, and/or (d) use or
attempt to use Confidential Information for any purpose other than as
permitted hereby, without IC’s prior written consent, which may be given
or withheld by IC in its sole discretion.
This provision shall survive this Agreement and shall be indefinite
and Return of Confidential Information:
The Signatory acknowledges that the Signatory has no ownership or
proprietary rights in the Confidential Information.
IC does not waive and expressly reserves any and all intellectual
property rights he has or may be entitled to with respect to his
Confidential Information. It is
understood that IC has and shall retain sole and exclusive rights and
ownership to all inventions, patents, improvements, trademarks, trade names,
trade secrets, whether or not applied for, and any and all other rights
pertaining to its Confidential Information.
Nothing contained in this Agreement shall be deemed, by implication
or otherwise, to convey to the Signatory any rights in any Confidential
Information, nor shall this Agreement be deemed a commitment of any kind by
either IC or the Signatory to enter into any further agreements between them
with respect to the Confidential Information or otherwise.
This Agreement is effective as of the date of execution and will
continue indefinitely. Either
party may terminate this Agreement at any time upon thirty (30) days advance
written notice. Within five (5)
days of such termination, the Signatory shall return to IC all Confidential
Information and all copies thereof. The Signatory shall not retain any materials relating to,
including copies of, notes on, or abstracts of, any Confidential
Information. All documents,
memoranda, notes and other data whatsoever prepared by the Signatory
containing any Confidential Information shall be destroyed, and such
destruction shall be certified in writing to IC by the Signatory.
The termination of this Agreement shall not affect the obligations of
the Signatory, to maintain the confidentiality of the Confidential
Information, or to otherwise observe the restrictions of this Agreement
which by their nature require survival to give effect to the protection
afforded IC hereby.
Each provision of this Agreement shall be severable from each other
and, if for any reason any provision is invalid or unenforceable, such
invalidity or unenforceability shall not prejudice or in any way affect the
validity or enforceability of any other provision of this Agreement.
It is intended that any provision which is invalid or unenforceable
as written be valid and enforceable to the fullest extent possible.
In the event that a court of competent jurisdiction would otherwise
hold any provision of this Agreement unenforceable by reason of its scope or
duration, the provision shall be construed as if its scope or duration had
been more narrowly drafted so as not to be invalid or unenforceable.
In the event any action is brought to enforce this Agreement, the
prevailing party shall be entitled to recover his costs of enforcement
including, without limitation, attorneys’ fees and court costs.
The parties acknowledge and agree that the extent of damage to IC in
the event of breach, threatened breach or intended breach by the Signatory
of this Agreement will be difficult or impossible to ascertain, or may cause
irreparable harm to IC. Consequently,
the Signatory agrees that, in the event of such breach, IC, in addition to
receiving damages for the breach, shall be entitled to enforce any and all
of the covenants contained in this Agreement by injunctive or other