THIS CONFIDENTIAL DISCLOSURE AGREEMENT ("Agreement") dated as of the time recorded when the "I Agree" button is clicked on this web page, is made by and between United Financial Technologies, Inc., a corporation organized under the laws of the State of Illinois("Principal"), and the individual that is clicking the "I agree" button ("Recipient").
BACKGROUND
A. Principal is the owner of technological know-how and proprietary rights related to certain financial products including and related but not limited to Collateralized Variable Rate Demand Notes (CVRDN) and Managed Variable Rate Demand Note (MVRDN) ("Technology").
B. Principal has incurred great expense in creating its Financial Technology and has a proprietary interest in the Financial Technology, which is protectable under the law of trade secret. In addition, Principal has patent applications pending before the United States Patent and Trademark Office (“Patents”) and has rights to copyrighted works incorporating the Technology ("Copyrighted Works").
C. Principal has rights to certain service marks and trademarks related to the commercialization of the Technology ("Trademarks").
D. Principal is interested in non-exclusively licensing the Technology, the Patents, the Trademarks, and the Copyrighted Works to select institutions (collectively, the Technology, the Patents, the Trademarks, and the Copyrighted Works are referred to as the "Financial Technology").
E. Recipient has expertise, experience and contacts in the financial community that may desire or have use for the Financial Technology.
F. Recipient desires to receive from Principal information regarding the Financial Technology related to Recipient’s consideration of seeking a License of the Technology;
G. Recipient, during the course of evaluating the Technology and/or seeking a license thereof, will receive information regarding the Financial Technology, including but not limited to the documentation set forth in the Appendix so that the parties can evaluate their interest in entering into a business relationship. Due to the confidential and proprietary nature of such information, Recipient agrees that disclosure of such information will be subject to the following terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed between Principal and Recipient as follows:
TERMS AND CONDITIONS
1. Recipient agrees to hold such Financial Technology in strict confidence and not to disclose such trade secrets to any third party without Principal’s prior written consent.
2. Recipient’s use of such information will be for the sole purpose of evaluation of a possible business relationship with Principal. Recipient will require each of its mployees to agree to be bound to the terms and conditions of this Agreement. At the termination of this Agreement for any reason, Recipient will immediately return to Principal all Financial Technology, drawings, specifications, manuals and other printed or reproduced material provided by Principal to Recipient and all copies of such information made by Recipient or its employees, including without limitation all electronic and hard copies and all derivations thereof.
3. The confidentiality obligations of this Agreement shall not apply to information which:
(a) at the time of disclosure is reasonably available to the public;
(b) becomes reasonably available to the public through no fault of Recipient;
(c) is possessed by Recipient, as evidenced by written or other tangible evidence, prior to receipt of the information from Principal; or
(d) becomes known to Recipient from a third party who has no obligation of confidentiality to Principal.
4. The obligations of this Agreement apply to discussions or disclosures of such information which occurred prior to execution of this Agreement.
5. Recipient hereby agrees that the limitations above are necessary to protect Principal’s goodwill respecting the Financial Technology. Recipient recognizes and agrees that damages cannot adequately compensate Principal in the event of a breach of any of the covenants contained in this Agreement. Accordingly, Recipient agrees that in the event of a breach of any of such covenants, Principal shall be entitled to obtain specific performance and injunctive relief against the Recipient, without payment of a bond. Obtainment of any such injunction by Principal shall not be deemed an election of remedies or a waiver of any right to assert any other remedies that Principal may have at law or in equity.
6. To the extent any of the covenants contained in this Agreement are deemed unenforceable by virtue of their scope, in terms of duration or otherwise, but may be made enforceable by limitations thereon, the parties mutually agree that the same shall be enforceable to the extent permissible under the laws and public policies of the jurisdiction in which enforcement is sought. The parties hereto authorize any court of competent jurisdiction to modify or reduce the scope of the restrictive covenants to the extent necessary to make such restrictive covenants enforceable.
7. The obligations of this Agreement shall not be altered, amended or superseded by any subsequent agreement, except by written instrument signed by both parties.
8. This is an agreement specific to the Recipient. Recipient may not assign or delegate any of its obligations under this Agreement without the prior written consent of Principal, which permission can be denied in Principal’s sole discretion. Recipient shall not assign this Agreement to a third party without the prior written permission of Principal, which permission can be denied in Principal’s sole discretion. Principal shall have the right to assign their respective rights and obligations under this Agreement upon written notice to the Recipient.
9. This Agreement shall be governed by and subject to and interpreted in accordance with the laws of the State of Illinois, the United States of America.
10. Neither party to this Agreement shall commit any act or take any action that frustrates or hampers the rights of the other party under this Agreement. Each party shall act in good faith and engage in fair dealing when taking any action under or related to this Agreement. |
