Confidential Information

Confidential Information

By viewing any of the GPI Connector demos whether live or on demand the viewer agrees all information that has been or may be disclosed in any form (including, without limitation, oral, written, graphic or electronic form) by a party (the “Discloser”) to the other party (the “Recipient”) in the course of their dealings shall be deemed to be “Proprietary Information.” In particular, Proprietary Information shall include, but is not limited to, any trade secret or other confidential information, know-how or data of any nature concerning the development, use, formulation, manufacture or performance of Discloser’s products or prospective products, and any research and development activities, process, techniques, inventions, specifications, algorithms, computer programs (source and object codes), prototypes, designs, demos, drawings or test data therefor. Proprietary Information shall further include the fact of the parties’ dealings and the nature and substance of such dealings, any information disclosed by the Discloser relating to any marketing, servicing, financing or personnel matter of the Discloser or any third party, or their respective present or future products, sales, suppliers, employees, investors, business, or customers. Furthermore, by viewing any of the GPI Connector demos whether live or on demand the viewer agrees that the information is GPI’s Proprietary Connector Information. Viewers shall not attempt to reproduce it in any form and shall not use it to reverse engineer, design, decompile, or disassemble any CMS connecter/plugin software.

Restrictions/Obligation

Each party, as a Recipient, Viewer or Provider of any information agrees that: (a) it shall keep confidential, not disclose to any third party, or use for its own benefit or for the benefit (financial or otherwise) of any third party, Discloser’s Proprietary Information it receives except as expressly permitted by this Agreement or with the written consent of the Discloser; (b) it shall protect Discloser’s Proprietary Information it receives with at least the same degree of care used to protect its own confidential and proprietary information from unauthorized use or disclosure; (c) all of the Discloser’s Proprietary Information shall remain its property and shall be returned to the Discloser promptly upon its request together with all copies thereof; (d) the Discloser’s Proprietary Information shall not be reproduced in any form except as required to further the parties’ dealings; (e) if the Discloser’s Proprietary Information comprises software, it shall not reverse engineer, decompile, or disassemble any software disclosed by the other party; (f) it shall limit access to the Discloser’s Proprietary Information it receives to those of its employees who require such access to further the parties’ dealings, and the Recipient shall advise such employees of the confidential nature thereof and obtain from each employee an agreement to abide by the terms of this Agreement; and (g) it shall promptly provide the other party with notice of any actual or threatened breach of the terms of this Agreement.

Equitable Remedies

Each party, as a Discloser, shall have the right to injunctive relief in any court of competent jurisdiction in addition to any other remedy at law or in equity in the event of a breach of this Agreement by the Recipient. In the event of any legal action or proceeding arising out of or resulting from this Agreement, the prevailing party shall also be entitled to recover its reasonable attorney’s fees and costs thereby incurred.