This is an Agreement between Polus Capital and the person or corporation submitting their information via the “Get Started” page at www.poluscapital.com. The parties may be disclosing to each other confidential and proprietary information of a technical or commercial nature for certain technical, business, or other purposes, and neither party would make such disclosures without the other’s agreement to maintain confidential treatment of such information. Therefore, the parties agree as follows:
- As used in this Agreement, the term “Confidential Information” means any and all confidential, proprietary or secret information, including that conceived or developed by either party, applicable to or in any way related to (i) the present or future business of either party, (ii) the research and development of either party, or (iii) the business of any customer or vendor of either party. Such Confidential Information includes, by way of example and without limitation, trade secrets, formulas, data, program documentation, algorithms, source codes, object codes, improvements, inventions, techniques, all plans or strategies for marketing, development and pricing, and all information concerning existing or potential customers or vendors. Confidential Information also includes all similar information disclosed to either party by other persons.
- Each party will not disclose or use any Confidential Information without the prior written consent of the other party and then only to the extent specified in such consent. Confidential Information may be used and disseminated within the receiving party’s own organization only to the extent reasonably required for the purposes hereof. Confidential Information may not be copied by the receiving party. The parties agree that Confidential Information exchanged hereunder remains the property of the discloser.
- Each party shall maintain the Confidential Information of the other designated as “company confidential” or equivalent, with access only by those employees specifically authorized. The parties shall authorize access to the Information of the other only by its employees who have entered into appropriate confidentiality agreements and shall ensure compliance with the terms of such agreements.
- Each party agrees that their obligations with respect to items 2 and 3 above with respect to each item of Confidential Information will terminate three (3) years from the date of receipt thereof. The obligations of this Agreement expire two (2) years after this date.
- Such restrictions on use or disclosure of Confidential Information do not extend to any item of Information which (i) is publicly known at the time of its disclosure, (ii) is lawfully received from a third party not bound in a confidential relationship to the other party, (iii) is published or otherwise made known to the public by the other party, or (iv) was generated independently before its receipt from the other party.
- Each party acknowledges that a violation of this Agreement would cause irreparable harm to the other party for which no adequate remedy at law exists and each party therefore agrees that, in addition to any other remedies available, the other party shall be entitled to recover all costs and expenses, including reasonable attorney’s fees incurred because of any legal action arising in relation to the Agreement.
- Upon demand by the other party, each party shall return any Confidential Information of the other and all physical media on which it was received, including any copies thereof, with a letter confirming that the Confidential Information has in no way been reproduced or copied or that all copies have been returned.
- This agreement shall be binding on the parties and their successors and assigns. This agreement shall be governed by the laws of the State of Delaware and shall remain effective with respect to any Confidential Information which is disclosed by either party within three (3) year of the date of execution unless either party notifies the other that subsequent disclosures are not to be included within the terms of this Agreement.