CONFIDETIAL DISCLOSURE AGREEMENT
THIS AGREEMENT by the client and Credit Resolution (“Credit Resolution”) and WHEREAS, Credit Resolution and Recipient, for their mutual benefit and pursuant to a working relationship relationship which has been or may be established, anticipate that Credit Resolution may disclose or deliver to Recipient documents, components, parts, information, drawings, data, sketches, plans programs, specifications, techniques, processes, software, inventions or other materials, both written and oral, of a secret, confidential or proprietary nature, including without limitation any and all information relating to marketing, finance, forecasts, invention, research, design or development of information system and any supportive or incidental subsystems, and any and all subject matter claimed in or disclosed by patient application prepared or filed by or behalf of by Credit Resolution in any jurisdiction, and any amendments or supplements thereto ( collectively,” Proprietary Information “) and WHEREAS, Credit Resolution desires to assure that the the confidentiality of any Proprietary Information is maintained, NOW THEREFORE, in consideration of the foregoing premises, and the mutual covenants contained here in,Credit Resolution and Recipient hereby agree as follows;
For a period of sixty (60) months from the date hereof, Recipient shall hold in confidence, and not disclose to others or use for Recipients own benefit or for the benefit of another, any proprietary information which is disclosed to Recipient by Credit Resolution at any time between the date hereof and twelve (12) months thereafter. Recipients shall disclosed Proprietary information received under this Agreement to person within its organization only if such persons (i) have a need to know and (ii) are bound in writing to protect the confidentiality of such Proprietary Information. This paragraph 1 shall survive and continue after any expiration or termination of this Agreement and shall bind Recipient , its employees , agents, representatives , successors , heirs and assigns.
The undertakings and obligations of Recipient under this Agreement shall not apply to any proprietary I NFORMATION which : (a) I s described in an issued patent anywhere in the world, is disclosed in a printed publication available to the public, or is otherwise in the public domain through no action or fault of Recipient; (b) is generally disclosed to third parties by Credit Resolution without restriction on such third parties or is approved for release by written authorization of Credit Resolution (c) if not designated confidential” at the time of first disclosure hereunder , , or is not later designated in writing by Credit Resolution with thirty (30) days from disclosure to Recipient to be of a secret, confidential or proprietary nature or (d) is shown to Credit Resolution by Recipient , within ten (10) days from disclosure, by underlying documentation to have been known by Recipient before receipt from Credit Resolution and /or to have been developed by Recipient completely independent of any disclosure by Credit Resolution
Title to all property received by Recipient from Credit Resolution including all Proprietary Information , shall remain at all times the sole property of Credit Resolution and this Agreement shall not be constructed to grant to Recipient any patients, licenses or similar rights to such property and Proprietary Information disclosed to Recipient hereunder.
Recipient shall, upon request of Credit Resolution all documents, drawings and other tangible materials, including all Proprietary Information and all manifestation thereof, delivered to Recipient, and all copies and reproductions thereof.
The parties further agree to the following terms and conditions:
Any breach by Recipient of any Recipients’ obligations under this Agreement will result irreparable inquiry to Credit Resolution for which damages and other legal remedies will be inadequate .In seeking enforcement of any of these obligations ,Credit Resolution will be entitled (in addition to other remedies ) to preliminary and permanent injunctive and other equitable relief to prevent discontinue and /or restrain the breach of this Agreement.
If any provision of this Agreement is invalid or unenforceable, then such provision shall be constructed and limited to the extent necessary, or severed if necessary, in order to eliminate such invalidity or unenforceability, and other provisions of this Agreement shall not be affected thereby.
In any dispute over whether information or matter is Proprietary Information hereunder, it shall be the burden of Recipient to show both that such contested information or matter is not Proprietary information within the meaning of this Agreement, and that it does not constitute a trade secret under the Uniform Trade Secrets Act or successor or similar law in effect in the State of Texas.
No delay or omission by either party in exercising any rights under this Agreement will operate as waiver of that or any other right. A waiver or consent given by either part on any one occasion is effective only in that instance and will not be constructed as a bar to or waiver of any right on any other occasion.
This Agreement shall be binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns.
This Agreement is governed by and will be constructed in accordance with the laws of the State of Texas, and the courts of shall be the exclusive forum.
This Agreement is in addition to any prior written agreement between Credit Resolution and to the subject matter of this agreement, in the event of any disparity or conflict between the provision of such agreement, the provision which is more protective of Proprietary Information shall control.