I had an acquaintance from Northern California contact me about a project
and I said this sounds like an NDA situation.
*Effective Date: *12/22/2008
*Participant: *Angel Marquez
In order to protect certain confidential information that may be disclosed
by Discloser ("DISCLOSER") to the "Participant" above, they agree that:
1.
2. The confidential information disclosed under this Agreement is
described as: website ideas, designs, keys to the magic kingdom.
3. The Participant shall use the confidential information received under
this Agreement for the purpose of: website building, design, funky crazy
coding, throwing things against the wall.
4. The Participant shall protect the disclosed confidential information
by using the same degree of care, but no less than a reasonable degree of
care, to prevent the unauthorized use, dissemination, or publication of the
confidential information as the Participant uses to protect its own
confidential information of a like nature.
5. The Participant shall have a duty to protect only that confidential
information which is (a) disclosed by DISCLOSER in writing and marked as
confidential at the time of disclosure, or which is (b) disclosed by
DISCLOSER in any other manner and is identified as confidential at the time
of the disclosure and is also summarized and designated as confidential in a
written memorandum delivered to the Participant within 30 days of the
disclosure.
6. This Agreement imposes no obligation upon the Participant with respect
to confidential information that becomes a matter of public knowledge
through no fault of the Participant.
7. The Participant does not acquire intellectual property rights under
this Agreement except the limited right of use set out in paragraph 2 above.
8. DISCLOSER makes no representation or warranty that any product or
business plans disclosed to the Participant will be marketed or carried out
as disclosed, or at all. Any actions taken by the Participant in response to
the disclosure of confidential information by DISCLOSER shall be solely at
its risk.
9. The Participant acknowledges and agrees that the confidential
information is provided on an AS IS basis.
DISCLOSER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO
EVENT SHALL DISCLOSER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE
OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION.
10. Upon DISCLOSER's written request, the Participant shall return to
DISCLOSER or destroy all written material or electronic media and the
Participant shall deliver to DISCLOSER a written statement signed by the
Participant certifying same within 5 days.
11. The parties do not intend that any agency or partnership relationship
be created between them by this Agreement.
12. All additions or modifications to this Agreement must be made in
writing and must be signed by both parties.
13. This Agreement is made under and shall be construed according to the
laws of the California.
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