Member and T.I.P.I. desire to exchange certain confidential information and wanted to assist member with particular research information pertaining to members circumstances. T.I.P.I. will maintain the confidentiality of the material and information exchanged and shared with you the member.
A. Definition of confidential information: confidential information means the information to include formulas, patterns, compilations, programs, special in official contracts and affirmations, forms, internal conversations, documents, meetings, devices, methods, techniques and processes of tribal, national international, commercial, and economic value, actual or potential, from not being generally known sin, and not being readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use, and includes, without limitations: TiPi activities, business plans and strategies, marketing plans and information, or any documentation, information concerning business relationships, recipient disclose information, employee, volunteer, consultant information, financial data, proposed products, descriptions of inventions, process descriptions, descriptions of technical know-how, engineering and technical players, specifications and documentation, security, discoveries and trade secrets and other relevant materials, and information disclosed by you to another unauthorized or authorize a severe pursuant to this agreement: confidential information may be written, oral, express and electronic media, or otherwise disclose, it may be tangible or intangible. All materials and information disclosed by you to unauthorized or authorize third parties was sold to this agreement will result confidentiality information and will be so regarded by the TIPI tribal organization, unless you can prove that the materials and information are not confidential information because of the application of clause 3 below.
B. Obligations concerning confidential information: the recipient you the receiving party of confidential information from the other party TIPI the disclosing party agrees
(1) that you will maintain and preserve the confidentiality of such confidential information, including, without limitation, taking such steps to preserve the confidentiality of the confidential information, as disclosing party will preserve the confidentiality of his own confidential information, and in no event less than a reasonable protective steps;
(2) that disclosing party will disclose such confidential information to member on a need to know basis, and only for the purpose contemplated by this agreement and authorized for release by TIPI authorized representatives who is/are authorized to make such disclosures, and only to member who has agreed to maintain the confidentiality therefore;
(3) that will not disclose such confidential information to any third party without the expressed written consent of the disclosing party; and
(4) that receiving party would use such confidential information solely in his consideration of whether to enter into this arrangement with the disclosing party, and that receiving party will not otherwise use for his benefit or benefits of any third party any such confidential information.
C. Exceptions: the obligations in close to a ball will not apply to, and confidential information, as defined hereunder, will not include informational materials which
(a) already known to the receiving party at the time that they are disclose to or from disclosing part; or
(b) are probably known at the time of disclosure to the receiving party by the disclosing party. The obligations in close to a ball will cease as if it’s a good confidence information from and after the date of the particular confidential information is released by the disclosing party, upon mutual agreement between receiving party disclosing party, or to third-party will disclosure restrictions agreed upon by both receiving party and disclosing party, and without knowledge or reasonable suspicion that discloses a third party is in breach of any obligation to the receiving party and disclosing party; or
(c) has been approved for release by written authorize Asian of the disclosing party.
D. Confidentiality of this agreement: receiving party and disclosing party agreed to maintain the confidentiality of the existence and terms of this agreement.
E. Require legal disclosure: notwithstanding clause B and D above, a recipient party may disclose confidential information or the existence of this agreement to the extent required by any applicable law, regulation or court; provided however that the recipient party will notify the disclosing party promptly after becoming aware of its obligation to make such disclosure and will permit the disclosing party to seek to challenge, or limit such required disclosure.
F. violation or breach of this agreement: the recipient is hereby noticed that violations or breaches in any manner this agreement it rain will result in immediate termination of this agreement and cessation of all communications and any other agreements.
G. Return of information: in the event of termination of this agreement, all documents and tangible expressions shall remain the property of TIPI and will not be returned to the disclosing party.
H. No license granted: TIPI and you remember agree that nothing contained in this agreement will be construed as granting any privileges, immunities, and rights, by license or otherwise, to any confidential information, except as expressly set forth herein.
I. Miscellaneous: no confidential information, which is disclosed by the disclosing party, shall constitute any representation, warranty, assurance, guarantee or inducement by the disclosing party to the receiving party, including without limitation, with respect to the infringement of trademarks, patents, copyrights or any rights of privacy or any rights of any third party. Each party agrees that money damages would be adequate compensation for breach of this agreement. Accordingly, each party hereby consents in advance of that entry by a court of competent jurisdiction of equitable relief, including an injunction that enjoins the breaching party from disclosing or using confidential information, to enforce the terms hero. Both parties herein agree that proper venue for litigation in the District Court of the United States of America should litigation arise. In the event of any litigation or other proceeding before an adjudicative authority arise should litigation arise. In the event of any litigation or other proceedings before adjudicative authority arise out of, or are related to this agreement, the non-prevailing party shall pay the reasonable attorney fees and expenses of the prevailing party in cured therein. This agreement sets forth the entire agreement of the parties concerning the subject matter hereof and supersedes all prior agreements, understandings and negotiations between the parties. All amendments
or exceptions to this agreement must be in writing and agreed upon by signatures and weakness of both parties.