THE NDA AGREEMENT SET OUT BELOW GOVERN YOUR USE OF THE INOFRMATION DISCLOSED BY IDEA VILLAGE. TO AGREE TO THESE TERMS, CLICK "AGREE." IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK "AGREE," AND DO NOT USE THE SERVICES.
This Agreement is entered into and between me, the “Company”, and IdeaVillage Products Corporation to protect proprietary information in which IdeaVillage may disclose to “Company” in the course of the parties’ business negotiations and dealings, pertaining to the design, development, marketing, advertising, licensing, sales and distribution of consumer products and services, specifically the FLIPS headphones and other consumer electronics.
Except as permitted by written consent of IdeaVillage, “Company” agrees not to disclose such proprietary information for its own benefit or for the benefit (financial or otherwise) of any third party. “Company” agrees to limit access to such proprietary information to those of its employees who require access to further the parties’ dealings. At a minimum, IdeaVillage will follow the same procedures to insure its own confidential and proprietary information of a similar nature.
“Proprietary information” refers to all information in any form, including product developments, specifications, protocols, processes, formulas, methods, techniques, concepts, plans, ideas, business, marketing and financial information, programs, documentation and the like, which has been or may be disclosed to the other in the course of their dealings. Proprietary information includes the fact of the parties’ dealings and the nature and substance of such dealings, but does not include information and data which “Company” can show (a) was publicly available; (b) was validly in the company’s possession prior to receipt thereof from IdeaVillage (c) was rightfully received by “Company” from a third party having no fiduciary relationship to IdeaVillage and having no obligation of confidentiality with respect to such information and data; and (d) “Company” developed independently and without any reference to information and data received from IdeaVillage.
This Agreement is mutual and shall be in effect until mutually concluded by written consent.