Orbis Systems Inc – Confidentiality Agreement – API Suite
By accessing the Orbis API Suite, the authorized person becomes a Party to this Agreement with Orbis System Inc, a company whose business address is 525 Washington Blvd, Jersey City New Jersey, 07310 USA (“Orbis”), and collectively the Parties. The Party commits to keep the Proprietary Information confidential and protect it from unauthorized use or dissemination.
1. Proprietary Information.
(a) As used herein, "Proprietary Information" means all information concerning the business and affairs of the Parties, including, but not limited to, processes, designs, systems, structures, concepts; tools; techniques; code, and any other information that a reasonable person would deem to be Proprietary Information or confidential information of the Parties respectively. The Proprietary Information shall be used solely for the purpose of evaluating whether the Party will enter into a commercial relationship with Orbis (the “Relationship”).
(b) Proprietary Information does not include information that (i) was available to the public prior to the time of disclosure; (ii) becomes available to the public through no act or omission of the other party; (iii) is communicated rightfully between the Parties free of any obligation of nondisclosure and without restriction as to its use; or (iv) is independently developed without reference to or use of the Proprietary Information.
2. Non-Use; Non-Disclosure and Non-Circumvention.
(a) Each of the Parties agrees to (i) hold Proprietary Information of the other in confidence and refrain from disclosing Proprietary Information or transmitting any documents or copies containing Proprietary Information to any other person or entity except solely for the purpose of evaluating whether to enter into the Relationship and, if such Relationship is consummated, how best to effect such Relationship; and (iii) refrain from disclosing any Proprietary Information except to its directors, officers, members, managers, employees and representatives (including outside attorneys, accountants and consultants) (col1ectively, its "Representatives") who need such information for the purpose of exploring or carrying out the Relationship, and the receiving Party will require each such Representative to agree to be bound by the provisions of this Agreement, with the receiving party held liable for any breach of the terms of this Agreement by its Representatives. Each of the Parties will use at least the standard of care with respect to protecting Proprietary Information that it accords its own confidential and Proprietary Information, but in no event less than reasonable care.
(b) During the Obligation Term, neither of the Parties will use, directly or indirectly, any Proprietary Information of the other in connection with or for the purpose of: (i) competing with the disclosing party in the disclosing party's line of business or in a line of business if proposed or contemplated by the disclosing party, or (ii) participating in any relationship which is in competition with or circumvents the Relationship.
3. Ownership and Implied Rights
All Proprietary Information shall remain the exclusive property of the disclosing party and nothing in this Agreement, or any course of conduct between the Parties shall be deemed to grant to the receiving party any rights in or to the Proprietary Information of the disclosing party, or any part thereof.
4. Restrictions on Copying
Neither of the Parties shall make any copies of any Proprietary Information of the other, except as may be strictly necessary to explore entering into the Relationship or in the course of the Relationship. Any copies made shall bear a clear stamp or legend indicating the confidential nature. Neither of the Parties shall remove, overprint or deface any notice of copyright, trademark, logo, or other notices of ownership from any originals or copies of Proprietary Information.
5. Time Limit of this Agreement
Upon termination of discussions regarding entering into the Relationship, or within 30 calendar days of receiving such Proprietary Information, the receiving Party, including its Representatives shall promptly destroy any Proprietary Information and will no longer make any use or reference to such Proprietary Information. This section is void if the Parties enter into the Relationship prior to such termination date. Notwithstanding the preceding sentence, the obligation to protect the confidentiality of Proprietary Information received prior to such termination shall survive the termination of this Agreement for a period of 1 year.
6. Breach, Remedies
In the event of either Parties breach of its obligations under this Agreement, the non-breaching party has the right to (i) demand the immediate return of all of its Proprietary Information, (ii) recover its actual damages incurred by reason of such breach, including, but not limited to, its attorneys' fees and costs of suit, (iii) obtain injunctive relief to prevent such breach or to otherwise specifically enforce the terms of this Agreement, in which, in either event, no bond shall be required, and (iv) pursue any other remedy available at law or in equity.
7. Amendment; Waiver and Severability
Any failure on the part of either of the Parties to insist upon the performance of this Agreement or any part thereof, shall not constitute a waiver of any right under this Agreement. No amendment or waiver of any provision of this Agreement shall be effective. If any provision of this Agreement or the application thereof to any person or circumstance shall, for any reason or to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the fullest extent permitted by law.
8. Accuracy of Proprietary Information
(a) Neither of the Parties makes any representation or warranty as to the accuracy or completeness of Proprietary Information. Orbis nor it Representatives, shall be subject to any liability resulting from the use of its Proprietary Information.
(b) Each of the Parties acknowledges that the restrictions set forth herein are fair and reasonable and are necessary in order to protect the business of each of the Parties and the confidential nature of the Proprietary Information of the other party. Each of the Parties further acknowledges that the Proprietary Information of the other party is unique to the business of the other party and would not be revealed to it were it not for its willingness to agree to the restrictions set forth herein.
This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any provision hereof shall be assigned or delegated by either of the Parties.
10. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the State of New York and shall be adjudicated in the courts or arbitration in New York City, without regard to conflicts or choice of law principles of New York or any other jurisdiction. The Parties further agree that any dispute between them may be determined only by a state or federal court of competent jurisdiction in New York, and both parties hereby consent to venue and jurisdiction in that forum.
11. Prevailing Party
If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements, in addition to any other relief to which the party may be entitled.
12. Acceptance of the terms of this Agreement by virtue of accessing the Proprietary Information
By accessing the Proprietary Information, the Party hereby accepts the terms of this Agreement without further need of providing an actual or electronic signature. Further, the Party affirms that it has the authority to access the Proprietary Information and commit the Party and its Representatives to the terms of this Agreement.
13. Orbis Contact
Any notices, questions, or comments regarding this Agreement or the Proprietary Information should be sent via email to email@example.com with the subject matter being identified as ORBIS API