This document is a legal document that is required for admission into the Beta Team. It is important that you print and sign this document, and mail it to the Beta Team Manager at:
Haute Stick Lacrosse Beta Team 22142 Platino, Mission Viejo CA 92691
Faxes are not acceptable
THIS AGREEMENT, made and entered into this ______ day of _______, 19___at Mission Viejo, California by and between Haute Stick Lacrosse, (HSL) (hereinafter called "HAUTE STICK LACROSSE"), AND ______________ (hereinafter called "RECEIVING PARTY")
WHEREAS, HAUTE STICK LACROSSE is the owner and/or possessor of certain secret ideas, formulas, processes, recipes, manuals, drawings, plans, designs, specifications, tooling, equipment and other items, including subsequent developments and improvements thereof arising from this Agreement (hereinafter collectively referred to as "HSL Proprietary Information"); and WHEREAS, RECEIVING PARTY acknowledges that HSL Proprietary Information has and is being developed by HAUTE STICK LACROSSE through the expenditure of substantial time, effort, and money, and is a valuable and necessary asset which HAUTE STICK LACROSSE must retain in confidence and withhold from disclosure and availability to others; and, WHEREAS, it is desirable that HAUTE STICK LACROSSE disclose certain of the HSL Proprietary Information to RECEIVING PARTY for the purposes of development, improvement, fabrication, and/or manufacturing thereof for the sole and exclusive ownership and use by HAUTE STICK LACROSSE; and, WHEREAS, it is the mutual desire of both parties heretofore to preserve the secrecy and confidentiality of HSL Proprietary Information and subsequent developments and improvements thereof for the sole and exclusive ownership and use of HAUTE STICK LACROSSE;
NOW, THEREFORE, in consideration of the disclosure and the other undertakings giving rise to such disclosure, it is hereby agreed as follows:
1. HAUTE STICK LACROSSE will deliver and/or disclose certain HSL Proprietary Information to RECEIVING PARTY, including without limitation, its Specifications of Client Product Information for which HSL is subcontracting, formulations and designs for producing the following products: for Haute Stick Lacrosse exclusive use.
2. Except as authorized by this Agreement or as otherwise authorized in writing by HAUTE STICK LACROSSE, RECEIVING PARTY agrees that: It will not disclose HSL Proprietary Information to others, including, without limitation, its parent, its subsidiaries, its affiliated, independent contractors, and outside contractors: It will not use HSL Proprietary Information for its own account or purposes, or for the purposes or any other party; It will not make, Photocopy, or otherwise reproduce or disclose any documents or copies of documents containing disclosures of HSL Proprietary Information and any portion thereof; It will not communicate or disclose to others that HSL Proprietary Information has been diclosed to RECEIVING PARTY or that RECEIVING PARTY is performing fabrication for or on behalf of DISCLOSING PARTY; and It will not disregard its obligations of confidence and use by selecting a series of items of knowledge from unconnected sources and fitting them together through its knowledge or use of HSL Proprietary Information and any portion thereof so as to attempt to justify use thereof for its own account or purposes or that of any other party.
3. The obligations in Paragraph 2. shall not apply to: Information which is in the public domain as of the date of execution of this agreement or which later comes into the public domain from a source other than the RECEIVING PARTY; Information which RECEIVING PARTY had in its possession in written or physical embodiment form prior to the date of execution of this agreement; and Information which comes to RECEIVING PARTY from a bonafide third party source having the right to disclose such information to RECEIVING PARTY.
4. RECEIVING PARTY agrees that: It will be responsible for maintaining the secrecy and confidentiality of HSL Proprietary Information and designs and any portion thereof disclosed to it; It will take reasonable measures to prevent unauthorized disclosure of HSL Proprietary Information and any portion thereof; It will disclose HSL Proprietary Information and any portion thereof only to such of its employees as are necessary to carry out the purposes of this Agreement, and make such employees aware of the obligations of confidentiality and use contained in this Agreement; It will take all reasonable measures to enforce the obligations of confidentiality and use contained in this Agreement with respect to its employees or former employees who, while in the employ of RECEIVING PARTY, may have had access to HSL Proprietary Information and any portion thereof, and, It will, upon request of DISCLOSING PARTY, promptly return to HAUTE STICK LACROSSE, any and all documents and or materials containing HSL Proprietary Information disclosed to it, together with all copies thereof.
5. RECEIVING PARTY agrees to indemnify and hold harmless HAUTE STICK LACROSSE from all damages and expenses, including reasonable attorney's fees, which HAUTE STICK LACROSSE may sustain as a result of any unauthorized disclosure by RECEIVING PARTY hereunder.
6. RECEIVING PARTY agrees that any drawings, designs, specifications, films, layouts, keylines, and other HSL Proprietary Information, including any subsequent developments and improvements created and developed by RECEIVING PARTY pursuant to paragraph 1., shall be legended: "COPYRIGHT HAUTE STICK LACROSSE". Copies thereof shall be promptly forwarded to HAUTE STICK LACROSSE upon request.
7. RECEIVING PARTY acknowledges that no license rights or ownership under the HSL Proprietary Information are granted or transferred hereunder, either directly or by implication.
8. This agreement shall be interpreted and enforced according to the laws of the State of California. It shall be binding upon successors and assigns. It may not be changed, modified, or amended except by the express written agreement of the parties hereto. WHEREFORE, the parties hereto have entered into this Confidentiality Agreement on the day and year first above written.
BY: Haute Stick Lacrosse, Kevin Holmgren
BY: (print) ___________________________
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