SKYLYFT Media Network, Inc.
CONFIDENTIALITY,
NONDISCLOSURE AND NON-CIRCUMVENTION AGREEMENT
This Confidentiality, Nondisclosure and Non-Circumvention Agreement (“Agreement”) is by and between the Visitor, and SKYLYFT Media Network Inc. (“SKYLYFT”), their affiliates, agents, directors, officers, and subsidiaries, and is made the day the Visitor enters the domain and or website located at http://www.skylyft.com and any websites or domains of subsidiaries and divisions associated with SKYLYFT.
PARTIES TO THE AGREEMENT
SKYLYFT Media Network, Inc. is a company incorporated
pursuant to the laws of the State of
“Visitor” refers to any natural person(s) and organizations, its agents, representatives, directors, officers, and subsidiaries who have signed the SKYLYFT’s register or enter the website or domain located at http://www.skylyft.com or http://www.skylyft.com/investor as per their IP address on file.
Visitor expressly acknowledges that they are cognizant of this document and its terms and willingly enter into this agreement upon signing or entering the site by submitting their information and agreement below.
RECITALS:
A. The parties wish to exchange trade secrets and other propriety information for the purpose of exploring mutual cooperation and possible business opportunities;
B. The parties have agreed to regard such information as confidential pursuant to the terms of this agreement.
C. The parties agree not to compete in the same type of business.
THEREFORE in consideration of the agreements set forth after this, the parties agree as follows:
1. Confidential information means any information or data disclosed by either Party to the other pursuant to this agreement and designated as confidential, or which, under the circumstances surrounding disclosure ought reasonably to be treated as confidential. Confidential Information includes, without limitation, any tangible material such as written or printed documents, samples, models, software, or intangible material such as intellectual and/or artistic concepts and/or designs; business formulas and/or strategies; product concept and/or design; branding, marketing and/or promotional strategies; website concepts and/or designs; any information pertaining to clients, vendors, investors and/or creative contacts or any oral disclosures, subject to the terms of this agreement.
2. The receiving Party has no obligation or restriction with respect to Confidential information which:
(a) has come into the public domain prior to, or after the disclosure through no wrongful act of the receiving Party;
(b) has been lawfully received from a third party without restrictions or breach of this agreement;
(c) has been or is published without violation of this agreement;
(d) is independently developed in good faith by the receiving Party, ‘with the burden of proof being on the receiving party;
(e) is approved for release or use by written authorization of the disclosing Party;
(f) is not properly designated or confirmed as Confidential Information.
3. Nothing in this agreement shall be construed as compelling either Party to disclose any Confidential Information to the other, or to enter into any further contractual relationships. Each Party represents to the other that the disclosure of Confidential Information by and between themselves is not contrary to the laws and regulations of their respective countries.
4. The Confidential Information submitted by either Party to the other and which is designated as Confidential Information to the other shall be subject to the terms of the agreement, provided that the confidential nature of the information has been clearly marked, or when disclosed orally has been identified as Confidential Information at the time of disclosure and has been confirmed and designated in writing as Confidential information within a reasonable period of time or has been defined as Confidential Material in this Agreement.
5. Any Confidential Information disclosed by either Party to the other and copies made shall be and remain the sole property of the disclosing Party and shall be returned or verified via sworn notarized affidavit that is was destroyed by the receiving Party immediately upon request.
6. All Confidential Information disclosed to a receiving Party shall:
(a) be protected and kept in confidence by the receiving Party, who must use the degree of care and employ safeguards as are reasonable for such information;
(b) be used, duplicated and disclosed to those persons only within the receiving Party’s company and on a need to know basis solely for the purpose of this agreement provided that such persons have been informed of the confidential nature of the information;
(c) segregate all such Confidential Information from other material in order In prevent co-mingling;
(d) not to be used in whole or in part for any purpose other than the purpose of this agreement.
7. The receiving Party shall not reverse engineer, decompile or disassemble any software or equipment disclosed to it.
8. If steps are taken by a third party to force a receiving Party to disclose Confidential Information, the disclosing Party shall be notified forthwith. The receiving Party shall cooperate with the disclosing Party in any reasonable effort taken to prevent disclosure. In the event that disclosure cannot be prevented, the receiving Party shall furnish only that portion of the Confidential Information which it is legally required to do furnish, and will use all reasonable means to obtain assurance that confidential treatment will be accorded to the Confidential Information so disclosed.
9. It is expressly understood and agreed by the Parties that the disclosure and provision of Confidential Information under this agreement shall not be construed as granting to the receiving Party any rights whether express or implied by license or otherwise on the matters or inventions to which such Confidential Information pertains or to any patent, patent pending industrial design, copyright, trademark or trade secret rights, clients, investors, shareholders, designs, written or printed documents, samples, models, software, or intangible material such as intellectual and/or artistic concepts and/or design; business formulas and/or strategies; product concept and/or design; branding, marketing and/or promotional strategies; website concepts and/or design; any information pertaining to clients, vendors, investors, shareholders and/or creative contacts. The receiving party acknowledges that all such rights remain the sole and exclusive property of SKYLYFT.
10. The receiving Party shall notify the disclosing party immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any breach of this Agreement, and shall cooperate with the disclosing Party in every reasonable manner to prevent unauthorized use.
11. The Parties recognize that a breach by a Party of the terms of this agreement would result in damages to the other and that a monetary award would not adequately compensate the other for such damages. Accordingly, the Parties agree that in the event of such a breach, the other Party is entitled as a matter of right to apply to a court of competent jurisdiction for such relief by way of restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with this agreement. The parties further agree that all restrictions contained in this agreement are necessary and fundamental to the protection of the business of the disclosing Party and are reasonable and valid, and all defenses to the strict enforcement of this agreement are hereby waived, If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part, such provision shall be severed from this agreement and the remaining provisions of this Agreement shall remain in full force and effect.
12. Each Party warrants that the Confidential Information it provides to the other is in the same form and content used for its own purposes and to the best of its knowledge believes it has the right and power to disclose such Confidential Information for the purposes of this agreement. Neither Party warrants that the Proprietary Information it discloses will meet the requirements of the other or that when used in a particular manner by the recipient will be sufficient or suitable for the recipients’ purposes.
13. In consideration of SKYLYFT disclosing information to the Confidante pursuant to the agreement, the Confidante agrees that it will not either individually or in partnership or jointly or in conjunction with any person, firm, association, syndicate or company, as principal, agent, shareholder or in any other manner whatever, compete with SKYLYFT with respect to the development or manufacture of technology or products which use or are based in anyway on the Confidential Information anywhere in the world for a period of five (5) years after the date of this agreement.
14. The Confidante agrees not to contract, or make an offer of any sort to, any employee, consultant, investor, shareholder, advisor, vendor, client or any other person that SKYLYFT has or is negotiating a relationship with, including without limitation any consultant, researcher, or employee for a period of five (5) years after the date of this agreement
15. All disputes
arising out of or in connection with this agreement, or in respect of any
defined legal relationship associated therewith or derived therefrom,
shall be referred to and finally resolved in either State of California Small
claims court, State of California Superior court or United States Federal court.
The jurisdiction shall be (
16. This agreement contains the entire understanding between the Parties on the subject matter agreed upon and supersedes all prior discussions, understandings, or agreements relating to the same subject matter.
17. This
agreement is governed and shall be interpreted by the laws of the State of
IN WITNESS TO THIS AGREEMENT the parties have executed out
above in accordance with the laws of the State of
Agreed:
SIGNED, SEALED AND DELIVERED by
The Visitor :
/s/ Electronic Signature and ip address
as per accepting to enter the SKYLYFT site below.
SKYLYFT Media Network Inc.:
by its authorized signatory
---- Richard D. Yanke
Authorized signature /s/ Richard D.Yanke
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