NON-DISCLOSURE AGREEMENT and NON-SOLICITATION AGREEMENT
Welcome to our website www.buildateam.io (the “Website”) which is owned and operated by Indigo Geeks, Inc. (hereinafter we use “Buildateam”, “we” or “our” for Indigo Geeks, Inc.)! We call all the services on the Website, its subdomains and applications, whether accessed directly or through another application, as the “Service(s)”. This Agreement applies to visitors and users of our Services being freelancers, independent contractors, agencies and its employees, subcontractors (“user” or “you”).
By accessing, browsing or using this Website and Services, you are agreeing to be bound by this Agreement and all applicable laws and regulations.
This AGREEMENT (the “Agreement”) is between:
“Buildateam” and ‘’User” are hereinafter collectively referred to as the “Parties” and separately as a “Party”.
In consideration of any disclosure and any negotiations concerning the proposed business relationship, the Parties agree as follows:
- Neither Party may without the preliminary written consent of the other Party for whatever reasons disclose to third parties and/or use (except as required to internally evaluate the proposed business relationship on a need to know basis), and/or publish and/or permit the publication of any Proprietary Information (as defined below) that was provided by either Party in relation to the proposed business relationship, or which became known to one of the Parties, or was developed in a lawful way by one of the Parties, during the evaluation of the proposed business relationship.
- For the purposes of this Agreement, the term “Proprietary Information” shall include, but is not limited to, the following:
- information about a Party, its products, its services, its operations, its clients, its prospects, or its vendors not generally known to outsiders and acquired in course of dealings or operations under this Agreement or any other agreement between the Parties, whether or not marked with an indication of confidential or proprietary nature. It includes, without limitation: (1) terms of this Agreement and the proposed business relationship, except as necessary to inform subsequent counter-parties about restrictive covenants or to provide needed information to an attorney, spouse, tax professional or other advisor, with onward disclosures by any such information recipient to be considered disclosures by the Party itself; (2) business policies, finances, and plans; (3) sales forecasts and targets, market share computations, prospects and other business analyses; (4) sales and other information on product roll-outs; (5) software, marketing tools, or supplies provided; (6) names and contact details of clients, prospects or vendors; (7) past, current or prospective account terms and prices regarding products and services purchased or sold; (8) names and contact details of employees and business contacts; (9) techniques, methods, and strategies for producing, marketing, distributing or selling products and services; (10) information concerning research, development, design or specification; (11) procurement requirements; (12) engineering and manufacturing information; and (13) information received from others under obligations of confidentiality or observance of proprietary rights,
- all customer identifying data and information relating to third parties that is disclosed by one Party to the other as proprietary or confidential information of such third parties,
- provisions of any agreements between the Parties, and also on the forms and methods used by the Parties to perform their obligations under any such agreements, on the relationships between the Parties during the discharge of their obligations to each other, and also on the deliverables of each Party under any agreement or other relationship with each other,
- the manner in which any such information may be combined with other information, or synthesized or used by the Party, and
- anything either Party learns or discovers as a result of, or exposure to, or analysis of any Proprietary Information.
- Proprietary Information shall not include any information that:
- is in the public domain through no fault of the Party receiving such information,
- is rightfully known to the Party receiving such information, without restriction, prior to disclosure by the Party disclosing such information,
- was properly disclosed to the Party receiving such information by a third party without breaching any obligation of confidentiality applicable to such third party, or
- is independently developed by the Party receiving such information without access to or reliance on such information.
- Notwithstanding the foregoing, each Party may disclose such Proprietary Information to (i) its affiliates; (ii) its own and its affiliates’ employees, officers, directors, agents and advisors (including attorneys, accountants, consultants and financial advisors), to whom such disclosure is reasonably necessary in furtherance of the Parties relations; (iii) state authorities or other parties, if a disclosure is required by law, court order or other legal process by the rules of any national securities exchange, provided that such Party shall, to the extent permitted by law, notify the other Party in writing of such required disclosure prior to making such disclosure so that the other Party may seek a protective order or take other appropriate action to minimize the scope and impact of such disclosure, and (iv) people whom the disclosing Party agrees in writing may receive such information.
- Each Party shall ensure and hereby certifies that neither it nor its affiliates, employees, affiliates’ employees, its officers, directors, agents and advisors (including attorneys, accountants, consultants and financial advisors) or other individuals, to whom the Proprietary Information has been disclosed under the Clause 4, uses or discloses Proprietary Information other than for the purpose of this Agreement or any other agreement between the Parties.
- The Party receiving Proprietary Information agrees:
- to use the Proprietary Information only for the purpose set out in this Agreement and for its consideration internally of a business relationship or transaction between the Parties, and its performance in any resulting arrangement, but not for any other purpose,
- to strictly maintain the Proprietary Information as confidential, and exercise reasonable precautions to prevent any unauthorized access, use or disclosure,
- not to copy the Proprietary Information without a prior written approval of a disclosing Party and not to use it for any purpose other than set out in this Agreement,
- not to decompile, disassemble or otherwise reverse engineer of any Proprietary Information, or use any similar means to discover its underlying composition, structure, source code or trade secrets, and
- not to export or re-export any Proprietary Information or product thereof in violation of U.S. or other export control laws or regulations.
- The Party receiving Proprietary Information acknowledges the confidential character of the Proprietary Information, therefore undertakes to protect and maintain strictly such information in the same grade of protection as its own Proprietary Information, but in no case any less than reasonable care.
- Upon termination of this Agreement, either Party, its affiliates, employees, affiliates’ employees, its officers, directors, agents and advisors (including attorneys, accountants, consultants and financial advisors) or other individuals, to whom the Proprietary Information has been disclosed under the Clause 4, shall promptly deliver to the disclosing Party all property belonging to the disclosing Party, including but not limited to: electronic, recorded, written or printed matters; document originals, copies and derivatives; manuals, reports, notes, memoranda, records, photographs, drawings, plans and papers; computer programs and software. Upon request, the recipient Party shall certify in writing that it has returned all such property.
- All Proprietary Information is provided “AS IS”. A disclosing Party will not be liable to the recipient Party for damages arising from any use of the Proprietary Information, from errors, omissions or otherwise. All rights of a disclosing Party in and to its Proprietary Information remain the exclusive property of a disclosing Party. Neither this Agreement, nor any disclosure of Proprietary Information hereunder (a) grants to the recipient Party any right or license under any copyright, patent, mask work, trade secret or other intellectual property right, except solely for the use expressly permitted herein, (b) obligates either Party to disclose or receive any information, perform any work or enter into any agreement, (d) limits either Party from assigning or reassigning its employees in any way or (e) limits either Party from entering into any business relationship with third parties.
- If either Party decides not to proceed with the proposed business relationship, or if asked by the other Party, such Party will promptly return all Proprietary Information and all copies, extracts and other objects or items in which Proprietary Information may be contained or embodied.
- A Party will promptly notify the other Party of any unauthorized release, disclosure or use of the Proprietary Information.
- Each Party understands that this Agreement does not obligate the other Party to disclose any information or negotiate or enter into any binding agreement or relationship.
- The obligations of each Party hereunder with respect to any particular Proprietary Information shall end on the earlier of (i) five (5) years from the date of this Agreement; or (ii) the moment when such Proprietary Information falls into one of the exceptions stated in Clause 3 above, which can be documented, provided, however, that the obligations hereunder shall survive with respect to, if applicable, customer lists and customer identifying data.
- Each Party acknowledges and agrees that due to the unique nature of the Proprietary Information, any breach of this Agreement would cause irreparable harm to the other Party which damages is not an adequate remedy for, and that such other Party shall therefore be entitled to equitable relief in addition to all other remedies available at law.
- During the term of this Agreement and until one (1) year after the earlier of:
- the termination date of this Agreement or
- the last disclosure of the Proprietary Information to the Party receiving such information, such Party will not encourage or solicit any employee or consultant of the disclosing Party and/or its affiliates to leave such party for any reason and will not employ or otherwise contract any such employee or consultant. For each case of non-compliance with current Clause 15 the observing Party is entitled to a contractual penalty from the breaching Party in amount of USD 20.000 per each employee or consultant concerned, plus any recruitment costs and other damages incurred in replacing such employee or consultant and any documented expenses and losses as a consequence of the breach. Such penalty is a genuine pre-estimate of losses resulting from the breach and shall accrue and apply on a monthly basis if the breach continues for more than one month.
- During the term of this Agreement and until three (3) years after the earlier of:
- the termination date of this Agreement or
- the last disclosure of the Proprietary Information to the Party receiving such information, such Party will not solicit or attempt to solicit any business from any of the other Party’s or its affiliates’ customers or vendors that such other Party can confirm it has disclosed or introduced to the Party receiving the Proprietary Information and with whom both parties then jointly cooperated with, or with whom such other Party had contractual or other business relations and the Party receiving the Proprietary Information had no previous business relations with. For each case of non-compliance with current Clause 16 the observing Party is entitled to a contractual penalty from the breaching Party in amount of USD 100.000. Such penalty is a genuine pre-estimate of losses resulting from the breach.
- Each Party represents and warrants to the other Party that it is authorized to disclose any and all Proprietary Information made available to the other Party under this Agreement.
- This Agreement is personal to each Party and is non-assignable by it.
- This Agreement is governed by the Laws of the State of New York and may be modified or waived only in writing signed by both Parties. The Parties hereby submit to the jurisdiction of the competent courts of County of Queens, State of New York or as nearby as is practicable for the purposes of any suit, action or other proceeding arising out of this Agreement.
- If any provision of this Agreement is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect.
By continuing to access or use the Website and Services, you are indicating that you agree to be bound by the Agreement.