Software DEVELOPMENT NON-DISCLOSURE Agreement
I. THE PARTIES. This Software Development Non-Disclosure Agreement, hereinafter known as the "Agreement”, created on the 8th of January, 2021 is by and between Creative Interface Lab, Inc, represented by Amanda Ervin, herein known as the "1st Party”, and any party ‘viewing’ the proceeding material, herein known as the “2nd Party”, and collectively known as “the Parties”.
WHEREAS, this Agreement is created for the purpose of preventing the unauthorized disclosure of the confidential and proprietary information regarding the development of “Space Library” with its purpose of asset management, or any "Space Library" derivatives, herein after known as the “Software”.
The Parties agree as follows:
II. TYPE OF Agreement.
This Agreement shall be Unilateral, whereas, the 1st Party shall have sole ownership of the Software with the 2nd Party being prohibited from disclosing confidential and proprietary information that is to be released by the 1st Party in an effort to develop the Software.
For the purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to, Software products, logos, graphics, Software source code or any related codes in all formats, business plans, financial statements, customers or users, analytical data, documentation, and correspondences that have not otherwise been made publicly available.
However, Confidential Information does not include:
(a) information generally available to the public;
(b) widely used programming practices or algorithms;
(c) information rightfully in the possession of the Parties prior to signing this Agreement; and
(d) information independently developed without the use of any of the provided Confidential Information.
Content displayed using Software is property of original publisher(s). 1st Party does not retain any rights to content including book covers, book titles, descriptions, etc. Content is kept private and will be removed upon request.
IV. OBLIGATIONS. The obligations of the Parties shall be to hold and maintain the Confidential Information in the strictest of confidence at all times and to their agents, employees, any such Confidential Information shall reach a third (3rd) party, or become public, all liability will be on the Party that is responsible. Neither Party shall, without the written approval of the other Party, publish, copy, or use the Confidential Information for their sole benefit. If requested, the 2nd Party shall be bound to return any and all materials to the 1st Party within 7 days.
This Section shall not apply to the 1st Party if this Agreement is Unilateral as marked in Section II.
V. TIME PERIOD. The bounded “Party’s(ies)’ duty to hold the Confidential Information in confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing such Party from this Agreement.
VI. RELATIONSHIP. The Parties agree that there is no such statement in this Agreement that suggests any Party is an employee, partner, or that the Software is a joint venture. All ownership interests, if any, shall be stated in a separate Agreement.
VII. SEVERABILITY. If a court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties.
VIII. INTEGRATION. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, Agreements, representations, and understandings. This Agreement may not be amended except in writing with the acknowledgment of the Parties.
IX. Enforcement. The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and or equitable relief may be sought. The harmed Party shall be entitled to all remedies available at law.
X. GOVERNING LAW. This Agreement shall be governed under the laws in the State of NY.
By selecting “I’ve read and agree to the terms and conditions.”, the 2nd Party is agreeing to the terms in this document.
Creative Interface Lab, Inc
January 8th, 2021.