WHEREAS LegalPassage.com, Inc., a Delaware corporation (“LPI”), DBA Separate.Pro has developed certain confidential information relating to its business and desires to disclose the same to legal professionals (“Customers”) while they use the platform;
NOW, therefore, the parties desire to enter into a business relationship and therefore agree to the following terms and conditions:
1. In the course of such discussions it may be necessary for the parties to disclose to each other certain information which they deem to be confidential (“CONFIDENTIAL INFORMATION”) for purposes of evaluating the desirability of a future business relationship. The CONFIDENTIAL INFORMATION may include without limitation business concepts and plans, financial data, and other subject matter as may be necessary or desirable for such evaluation of the viability of the potential business relationship.
2. To be protected hereunder, CONFIDENTIAL INFORMATION must be disclosed in oral or written form. If in writing, such CONFIDENTIAL INFORMATION must be conspicuously labeled with the name of the disclosure and as “CONFIDENTIAL INFORMATION.”
3. For purposes of this Agreement, the party who discloses such CONFIDENTIAL INFORMATION to the other party shall be the “DISCLOSING PARTY” and the party who receives such information shall be the “RECEIVING PARTY.” The RECEIVING PARTY agrees to receive and hold all such CONFIDENTIAL INFORMATION acquired from the DISCLOSING PARTY in strict confidence and to disclose same within its own organization only, and only to those of its employees who have agreed in writing (under recipient’s own blanket or specific agreement form) to protect and preserve the confidentiality of such disclosures and who are designated by RECIEVING PARTY to evaluate the CONFIDENTIAL INFORMATION for the aforementioned purpose of evaluating the business opportunity relating to the BUSINESS. Without affecting the generality of the foregoing, RECEIVING PARTY will exercise no less care to safeguard the CONFIDENTIAL INFORMATION acquired from DISCLOSING PARTY than RECEIVING PARTY exercises in safeguarding its own confidential or proprietary information.
4. RECEIVING PARTY agrees that it will not disclose or use CONFIDENTIAL INFORMATION acquired from DISCLOSING PARTY, in whole or in part, for any purposes other than those expressly permitted herein. Without affecting the generality of the foregoing, RECEIVING PARTY agrees that it will not disclose any such CONFIDENTIAL INFORMATION to any third party, or use same for its own benefit or for the benefit of any third party.
5. The foregoing restrictions on RECEIVING PARTY’S disclosure and use of CONFIDENTIAL INFORMATION acquired from DISCLOSING PARTY shall not apply to the extent information is (i) known to RECEIVING PARTY prior to receipt from DISCLOSING PARTY, (ii) of public knowledge without breach of RECEIVING PARTY’S obligations hereunder, (iii) rightfully acquired by RECEIVING PARTY from a third party without restriction on disclosure or use, (iv) disclosed by DISCLOSING PARTY to a third party without restriction on disclosure or use, or (v) independently developed by RECEIVING PARTY, and provided further that in the case of any of events (ii), (iii), (iv), and (v), the removal of restrictions shall be effective only from and after the date of occurrence of the applicable event.
6. CONFIDENTIAL INFORMATION is disclosed to RECEIVING PARTY solely and expressly for the purpose described herein and RECEIVING PARTY shall have no right to make use of any CONFIDENTIAL INFORMATION for any other purpose. No additional rights are provided to RECEIVING PARTY under any patents, patent applications, trade secrets, copyrights, or other proprietary rights of DISCLOSING PARTY. RECEIVING PARTY shall not be entitled to make any commercial use of the CONFIDENTIAL INFORMATION
7. This Agreement shall commence as of the day and year first written above and shall continue with respect to any disclosures of CONFIDENTIAL INFORMATION by DISCLOSING PARTY to RECEIVING PARTY within twelve (12) months thereafter, at the end of which time the Agreement shall expire, unless terminated earlier by either party at any time on ten (10) days prior written notice to the other party. Upon expiration or termination of this Agreement, RECEIVING PARTY shall immediately cease any and all disclosures or uses of CONFIDENTIAL INFORMATION acquired from DISCLOSING PARTY (except to the extent relieved from restrictions pursuant to paragraph 5 above) and at DISCLOSING PARTY’S request RECEIVING PARTY shall promptly return all written, graphic, and other tangible forms of the CONFIDENTIAL INFORMATION (including notes or other write-ups thereof made by RECEIVING PARTY in connection with the disclosures by DISCLOSING PARTY) and all copies thereof made by RECEIVING PARTY except one copy for record retention only.
8. RECEIVING PARTY’S obligations respecting disclosure and use of CONFIDENTIAL INFORMATION acquired from DISCLOSING PARTY shall survive expiration or termination of this Agreement and shall continue indefinitely of until the effective date of any of the events recited in paragraph 5, after such time RECEIVING PARTY shall be relieved of all such obligations.
9. In the event that the parties enter into a written contract concerning a business relationship of the type contemplated herein, the provisions of such contract concerning confidentiality of information shall supersede and prevail over any conflicting provisions of this Agreement.
10. In the event of any dispute arising under this Agreement, the dispute shall be resolved exclusively pursuant to the rules of the American Arbitration Association (utilizing, if available, the rules applicable to commercial disputes), by a single-arbitrator arbitration proceeding held in San Jose, California. The non-prevailing party in any arbitration shall be responsible for the payment of all of the arbitration costs and shall also reimburse to the prevailing party all of the prevailing party’s costs and expenses incurred in connection with such dispute (including, without limitation, reasonable attorneys’ fees and expenses, expert witness fees, and (as applicable) any previously advanced arbitration fees and compensation of the arbitrator. Nothing in this clause shall prejudice either party’s right to seek injunctive relief in a court of law, although the ultimate merits in any such action shall be decided through arbitration.
By using the LPI platform, each party acknowledges its acceptance of this Agreement.