THE SOFTWARE AND/OR COMPLETING THE REGISTRATION PROCESS AND CLICKING
THE "NEXT" BUTTON, YOU ARE STATING THAT YOU HAVE READ AND
UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS CONFIDENTIALITY
AND NONDISCLOSURE AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THESE
TERMS AND CONDITIONS OF USE.
the IntelliCAD Technology Consortium (the "ITC") has
designed and is in the process of developing IntelliCAD 7 proprietary
software and documentation to be used in conjunction with the
software (hereinafter called the "Software");
Whereas, the Software has not been fully tested and is in need of
testing, experimental use, review, comment, and modification before
it can be released to the public for use;
Whereas, the parties desire that Recipient experimentally use,
evaluate, and conduct tests and report to the ITC on and with respect
to the Software with the intent of assisting the ITC in completing
the development of the Software; and
Whereas, the ITC will disclose certain confidential information
to Recipient, in order to
protect the information, the ITC and Recipient, intending to be
legally bound, agree as follows:
of Confidential Information.
hereby acknowledges, understands and agrees that all Confidential
Information, as set forth in Section 2 of this Agreement, is the
exclusive and confidential property of the ITC and shall be at all
times regarded, treated and protected as such in accordance with this
Agreement. Failure to mark any information "confidential"
shall not affect the confidential nature of such information.
of Confidential Information.
Information" shall mean (1) the Software or (2) information
which is used in the ITC's business and is (i) proprietary to, about
or created by the ITC; (ii) gives the ITC some competitive business
advantage or the opportunity of obtaining such advantage or the
disclosure of which could be detrimental to the interests of the ITC;
(iii) designated as Confidential Information by the ITC; or (iv) not
generally known by non-ITC personnel. Such Confidential 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):
Software. The Software's source code and any 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, algorithms, design
concepts, design specifications (design notes, annotations,
documentation, flowcharts, coding sheets, and the like), source code,
object code and load modules, programming, program patches and system
Code. The Software may contain code for experimental testing and
evaluation ("Alpha Code” or “Beta Code"), which
may not be used without the ITC's explicit authorization. Upon the
ITC's authorization, the ITC grants Recipient a temporary,
nontransferable, nonexclusive license for experimental use to test
and evaluate the Beta Code without charge for a limited
period of time specified by the ITC. This grant and your use of the
Beta Code shall not be construed as marketing or offering to
sell a license to the Beta Code, which the ITC may choose
not to release commercially in any form. If tThe ITC authorizes you
to use the Beta Code, you agree to evaluate and test the
Beta Code under normal conditions as directed by the ITC.
You will contact the ITC periodically during your use of the
Beta Code to discuss any malfunctions or suggested improvements.
Upon completion of your evaluation and testing, you will send to the
ITC a written evaluation of the Beta Code, including its
strengths, weaknesses and recommended improvements. You agree that
any written evaluations and all inventions, product improvements,
modifications or developments that the ITC conceived or made during
or subsequent to this Agreement, including those based partly or
wholly on your feedback, will be the exclusive property of the ITC.
The ITC will have exclusive rights, title and interest in all such
property. The provisions of this section shall survive the
termination or expiration of this Agreement.
Product: Work product resulting from or related to work or projects
performed or to be performed for the ITC or for clients of the ITC,
including but not limited to the interim and final lines of inquiry,
hypotheses, research and conclusions related thereto and the methods,
processes, procedures, analysis, techniques and audits used in
connection therewith; and
Proprietary Data. Information relating to the ITC'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
from Confidential Information.
Information" shall not include information publicly known and
the general skills and experience gained during Recipient's work with
the ITC which Recipient could reasonably have been expected to
acquire in similar work with another company. The phrase "publicly
known" shall mean readily accessible to the public in a written
publication, and shall not include information which is only
available by a substantial searching of the published literature, and
information the substance of which must be pieced together from a
number of different publications and sources. The burden of proving
that information or skills and experience are not Confidential
Information shall be on the party asserting such exclusion.
"Confidential Information" shall not include the Software
when it is released to the public for use by the ITC. Recipient may
use any Confidential Information as permitted by its commercial
consequence of Recipient's acquisition or anticipated acquisition of
Confidential Information, Recipient will occupy a position of trust
and confidence with respect to the ITC's affairs and business. In
view of the foregoing and of the consideration to be provided to
Recipient, Recipient agrees that it is reasonable and necessary that
Recipient make the following covenants:
production files. The purpose of this Agreement is for testing and,
accordingly, Recipient will not use the Software to create production
Disclosure. Recipient will not disclose Confidential Information to
any person or entity and will take all reasonable precautions to
prevent inadvertent disclosure of such Confidential Information.
Use, Copying or Transfer. Recipient will not use, copy or transfer
Confidential Information without first obtaining the ITC's consent
and will take all reasonable precautions to prevent inadvertent use,
copying or transfer of such Confidential Information. This
prohibition against Recipient's use, copying, or transfer of
Confidential Information includes, but is not limited to, selling,
licensing or otherwise exploiting, directly or indirectly, any
products or services (including software in any form) which embody or
are derived from Confidential Information, or exercising judgment in
performing analysis based upon knowledge of Confidential Information.
Should the ITC consent to the disclosure, copy or transfer of
Confidential Information to a third party, Recipient shall disclose,
copy or transfer the Confidential Information only upon the intended
third party entering into a confidentiality and nondisclosure
agreement with a consent signature line for the ITC.
Recipient may not incorporate Confidential Information in other
Any additions, changes, corrections, bug-fixes, or suggestions for
changes to the Confidential Information shall be communicated as soon
as possible, via email, to the ITC, which, at its sole discretion,
shall determine whether said changes will be incorporated into
IntelliCAD software. Any additions, changes, corrections,
bug-fixes, or suggestions for changes to the Confidential Information
made by Recipient shall become proprietary to the ITC.
hereby understood and agreed that damages shall be an inadequate
remedy in the event of a breach by Recipient of any of said covenants
and that any such breach by Recipient will cause the ITC great and
irreparable injury and damage. Accordingly, Recipient agrees that
the ITC shall be entitled, without waiving any additional rights or
remedies otherwise available to the ITC at law or in equity or by
statute, to injunctive and other equitable relief in the event of a
breach or intended or threatened breach by Recipient of any of said
Law. This Agreement will be governed and construed in accordance
with the laws of the State of Oregon without regard to the conflicts
of laws or principles thereof. Any suit brought hereon shall be
brought in the state or federal courts sitting in Washington,
Multnomah, or Clackamas counties Oregon.
In case any one or more of the provisions contained herein shall,
for any reason, be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability shall
not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such provision(s) had never been contained
herein, provided that such provision(s) shall be curtailed, limited
or eliminated only to the extent necessary to remove the invalidity,
illegality or unenforceability.
No waiver by the ITC of any breach by Recipient of any of the
provisions of this Agreement shall be deemed a waiver of any
preceding or succeeding breach of the same or any other provisions
hereof. No such waiver shall be effective unless in writing and
then only to the extent expressly set forth in writing.
Fees. In the event of any legal action to enforce or interpret this
Agreement, or otherwise related to this Agreement, or in the event a
petition in bankruptcy is filed by or on behalf of a party, the
prevailing party, in addition to all other sums that the other party
may be required to pay, shall be entitled to recover such additional
sum for the prevailing party's attorney fees and costs, as the
applicable court determines to be reasonable in the action, including
any proceeding at trial, on appeal, or on petition for review, and in
any bankruptcy proceeding.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.
This Agreement will begin on use or installationthe date specified
above. The Agreement will remain in effect for a period of six
months when it shall automatically expire. Tuntil the ITC may also
terminate this Agreement at any time upon provides written
notification of termination to Recipient.
of Confidential Information. Upon written demand made by the ITC to
Recipient, all copies of the Confidential Information, together with
all duplicate or archival copies made by Recipient, shall be returned
promptly to the ITC.
Agreement. This Agreement constitutes the entire agreement of the
parties with respect to Recipient's confidentiality and nondisclosure