Non-Disclosure Agreement for Editorr, LLC
This Non-Disclosure Agreement (the "Agreement") is entered by and between Editorr, Inc. ("Disclosing Party") and you as a Editorr, Inc. Editor ("Receiving Party") for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to become part of a private business relationship with respect to the disclosure of certain proprietary and private information ("Confidential Information").
1. Meaning of Confidential Information
"Confidential Information" shall include a Users confidential/private/sensitive information or data, and all of a Users information or data that has or might have market sale value or various other commercial utility, and/or that could compromise a Users trust of Editorr if disclosed.
2. Exclusions from Confidential Information
The Receiving Partys responsibilities under this Agreement do not extend to information or data that is:
(a) Openly known at the time of disclosure or subsequently becomes openly known with no fault of the Receiving Party;
(b) Discovered or developed by the Receiving Party prior to disclosure by the Disclosing Party;
(c) Learned by the Receiving Party by legitimate means other than from the Disclosing Party or the Disclosing Party's representatives; and/or
(d) Revealed by the Receiving Party with the Disclosing Party's prior written approval.
3. Undertakings of Receiving Party
The Receiving Party shall hold and preserve Confidential Information in the strictest confidence for the sole and unique benefit and utilization of the Disclosing Party. The Receiving Party shall carefully restrict and define access to Confidential Information to staff members concerned with providing relevant services and shall make these individuals sign the Non-Disclosure Agreement to prevent any lapses of confidentiality.
The Receiving Party shall not, without the prior written approval of the Disclosing Party, publish, copy, and/or otherwise disclose to any other individual or entity any Confidential Information. The Receiving Party shall immediately return to the Disclosing Party for any and all records, notes, and various other composed articles in its possession relating to Confidential Information, if the Disclosing Party requires it.
4. Time Periods
The non-disclosure provisions of this Agreement shall survive the termination of this Agreement, and the Receiving Party’s ultimate responsibility to hold Confidential Information in confidence shall continue to be in effect until the Confidential Information ceases to be Confidential Information through legal means.
Nothing written in this Agreement shall be deemed to make any party a partner, affiliate, and/or staff member of Editorr.
If a court finds any provision of this Agreement void, unenforceable, and/or illegal, the said provision shall stand null and void. However, the remainder of this Agreement shall be interpreted as to best affect the intent of the parties.
This Agreement establishes the complete understanding of the parties with respect to its contents, and it supersedes all prior agreements, arrangements, representations, and understandings, if any.
The failure to exercise and comply with any provision in this Agreement shall not be a waiver of previous or succeeding rights. This Agreement and each party's commitments shall be binding on the respective parties or their representatives. Each party has duly signed this Agreement with their complete understanding and free will.
9. Governing Law and Agreement to Arbitrate