CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (the “Agreement”) is hereby made (Month) ___, 20__, between fashionconservatory.com, LLC (the “Company”) and ___________________________ (the “Contributor”).
WHEREAS, the Company operates a web-based fashion research resource and resale marketplace (the “Marketplace”) which permits individual fashion buyers and/or sellers to research, buy and sell fashion merchandise pursuant to a license agreement with the Company;
WHERAS, Contributor desires to contribute academic articles, opinions, and other content (the “Content”) to the Marketplace;
WHEREAS, the Company has agreed to publish or otherwise include the Contributor’s Content in the Marketplace with credit to the Contributor;
WHEREAS, the Contributor’s agreement to this Agreement and the terms and conditions herein is a condition of the Company’s publication or inclusion of the Contributor’s Content in the Marketplace.
NOW, THEREFORE, in consideration of those premises and the mutual covenants and conditions hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Contributor, intending to be legally bound, hereby agree as follows:
- Confidential Information. For purposes of this Agreement, the parties agree that “Confidential Information” means: (a) any and all trade secrets concerning the business and affairs of Company, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), website code or source code (including but not limited to any code related to the Marketplace), database technologies, systems, structures, architectures, processes, improvements, devices, know-how, discoveries, concepts, and methods of Company and any other information, however documented, of Company that is a trade secret within the meaning of the North Carolina Trade Secrets Act or under other applicable law; (b) any and all information concerning the business and affairs of Company (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers, and potential suppliers, personnel training and techniques and materials, purchasing methods and techniques, however documented); (c) any and all notes, analysis, compilations, studies, summaries and other material prepared by or for Company containing or based, in whole or in part, upon any information included in the foregoing; and (d) any information that has been disclosed by a third party to the Company and is governed by a non-disclosure agreement entered into between that third party and the Company. The Confidential Information shall not include information that: (a) is generally known in the industry of the Company; (b) is now or subsequently becomes generally available to the public through no wrongful act of Contributor; (c) was independently created by the Contributor without direct or indirect use of the Confidential Information or other Company resources; or (d) was rightfully in the possession of the Contributor prior to the disclosure to the Contributor by the Company.
- Confidentiality. Contributor acknowledges that as a result Contributor’s relationship with the Company, Contributor will be making use of, acquiring, or adding to the Confidential Information of the Company. Contributor agrees that, during Contributor’s work on the Content and following the publication or inclusion of the Content in the Marketplace, Contributor will not, directly or indirectly, disclose to any person, firm, partnership, proprietorship, corporation, association, or other entity, use or otherwise exploit for Contributor’s own benefit or for the benefit of any other person or entity (except as may be necessary for the preparation, publication, or inclusion of the Content in the Marketplace, and only as specifically authorized by the Company), any Confidential Information that has been developed by, disclosed to Contributor or of which Contributor has become aware by reason of Contributor’s provision of the Content to the Company. Contributor further agrees that, after the publication or inclusion of the Content in the Marketplace, Contributor will not retain, without the written authorization of the Company, and will promptly deliver to the Company, all originals of, extracts from, and copies of all papers, data, files, or other documents containing any Confidential Information. Such Confidential Information, as between the parties hereto, shall remain the sole property of the Company. Upon the demand of the Company, Contributor shall return all Confidential Information received in written or tangible form, including copies or reproductions, within ten (10) days of such demand. Contributor will not use any Confidential Information owned by the Company except for the benefit or intended benefit of the Company.
- Ownership and Title to Information. Contributor acknowledges and agrees that all rights, title, and interest in any Confidential Information will remain the exclusive property of the Company. Accordingly, the Contributor specifically agrees and acknowledges that the Contributor will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trademarks, or trade names, notwithstanding the fact that the Contributor may have created or contributed to the creation of such information. The Contributor agrees to disclose immediately to the Company all Confidential Information developed in whole or in part by the Contributor as a result of Contributor’s relationship with the Company and to assign to Company any right, title, or interest the Contributor may have in the information. The Contributor agrees to execute any instruments and to do all other things reasonably requested by the Company in order to vest more fully in the Company all ownership rights in those items transferred by the Contributor to the Company.
- Ownership of Content. The Contributor acknowledges and agrees with the Company that any Content, no matter what such Content relates to or is about, is and shall be solely the Company’s property. The Contributor agrees that the Company is the “person for whom the work was prepared” for the purposes of determining authorship of copyright in the Content, and all of the Content shall be deemed “work made for hire” as the term is defined in the U.S. Copyright Act. In addition, all inventions, discoveries, improvements, trade secrets, trademarks, service marks, trade dress, know-how, names, ideas, and other proprietary rights and intellectual property rights, whether or not patentable, embodied in, represented by, incorporated in, part of, or relating to any of the Content (collectively “Other Intellectual Property Rights”) are, and shall be, as between the Company and the Contributor, the property of solely the Company. The Contributor hereby assigns to the Company, its successors, and assigns all of the Contributor’s right, title, and interest in and to all Other Intellectual Property Rights. If, for any reason, any of the Content is determined not to be a “work made for hire” under U.S. law or the law of any other jurisdiction, the Contributor hereby assigns to the Company, its successors, and assigns all of the Contributor’s right, title, and interest in and to all copyrights in all of the Content and waives any moral rights that Contributor may otherwise have claimed. The Contributor shall execute and deliver to the Company from time to time upon the Company’s request such confirmatory assignments, instruments, and other documents so as to evidence and confirm full record and beneficial ownership of the Company in all such Content. The Contributor hereby irrevocably appoints the Company as the Contributor’s attorney-in-fact for the purpose of signing and delivering such assignments, instruments, and other documents, such appointment being coupled with an interest.
- Assignment. The Company may assign this Agreement in the Company’s sole discretion and the entity to which the Agreement is assigned shall have all of the rights of the Company pursuant to this Agreement, including all rights of enforcement.
- Invalid Provision. If for any reason any section, subsection or any portion of this Agreement shall be invalid or unenforceable, it is agreed that the same shall not be held to affect the validity or enforceability of any other section or subsection or portion thereof.
- Governing Law. This Agreement shall in all respects be interpreted, enforced, and governed under the laws of North Carolina, including its conflicts of law provisions. The language of this Agreement shall in all cases be construed as a whole, according to fair meaning, and not strictly for or against either of the Parties.
- Entire Agreement. This Agreement constitutes the entire agreement between Company and Contributor with respect to the Content. The parties shall not be bound by or be liable for any statement, representation, promise, inducement, or understanding of any kind or nature not set forth or provided herein.
IN WITNESS WHEREOF, the parties execute this Agreement as of the day and year first above written.
fashionconservatory.com, LLC
By: __________________________________
[Name]
[Title]
[Contributor’s Name]
________________________________________
4827-0469-8292, v. 1
