TERMS AND CONDITIONS
By agreeing to serve as a beta reader, you (“Beta Reader”) agree to the following Terms and Conditions:
1. Purpose of Agreement. Beta Reader and Michael J. Daugherty (“MJD”) and Ready, Aim, Fire, Inc. (“RAF”), are involved in a workshop process to discuss book writing as a writer and reader in the written medium (the “Purpose”). In connection with the Purpose, the parties agree to the terms in this Agreement in order to protect the parties’ disclosure of Confidential Information. YOU SPECIFICALLY AGREE AND UNDERSTAND THAT THE INFORMATION DISCLOSED DOES NOT REPRESENT THE OPINION OF MJD, RAF, LABMD, INC., OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND OTHER RELATED PARTIES AND IS SOLELY INTENDED TO SERVE THE PURPOSE OUTLINED ABOVE.
2. Confidential Information Definition. “Confidential Information” means all valuable or potentially valuable information, whether communicated in oral, written, electronic or other form prior to or after execution of this Agreement, either furnished or made available (a) by Beta Reader or his Agents (as defined in Section 7) to MJD and/or RAF, or (b) by MJD or his Agents to Beta Reader, or (c) by RAF or its Agents to Beta Reader in connection with the Purpose, including, but not limited to, any investor, financial, commercial, marketing, sales, technical or scientific information (including without limitation all patents, copyrights, trademarks, service marks, trade names and dress, and applications relating to same, trade secrets, software, code, inventions, know-how and similar information), employment records, investigations, litigation, book/media/publishing projects and any and all other business information. The party disclosing the information is referred to as the “Owner” of the information, and the party receiving the information is referred to as the “Recipient.” “Owner” and “Recipient” specifically include Agents of the Owner and Recipient. FOR PURPOSES OF THIS AGREEMENT, ANY AND ALL INFORMATION RECEIVED BY THE RECIPIENT IN EITHER WRITTEN OR ORAL FORM SHALL BE DEEMED CONFIDENTIAL INFORMATION. ADDITIONALLY, ANY INFORMATION PREVIOUSLY RECEIVED BY THE RECIPIENT FROM MJD EITHER ORALLY OR IN WRITING SHALL BE DEEMED CONFIDENTIAL INFORMATION UNLESS EXPRESSLY REJECTED BY MJD.
Confidential Information specifically includes (i) Confidential Information contained in all writings and other media prepared by Owner, (ii) the Recipient’s “knowledge” of Confidential Information, and (iii) the fact that Confidential Information has been made available or that Owner and Recipient are discussing the Purpose.
“Confidential Information” does not include information which (i) is or becomes generally available to the public other than as a result of disclosure by the Recipient, (ii) was known by the Recipient at the time of disclosure of the information without any obligation of confidence, and that knowledge is evidenced by reasonable proof, (iii) was or becomes available from a source other than the Owner if the source was not legally bound to maintain the confidentiality of the information, or (iv) the Recipient independently develops without use of or reference to the Confidential Information.
3. Obligations of Confidentiality. The Recipient shall keep the Confidential Information confidential and secure, and shall use at least the same standard of care to protect the Confidential Information as the Recipient employs for the protection of its own proprietary information, but in no case less than a commercially reasonable standard of care. Recipient will not disclose the Confidential Information to any third party, including any court or governmental agency. The Recipient may use the Confidential Information solely for the Purpose, and may disclose the Confidential Information to Recipient’s Agents who are legally bound to confidentiality and who have a need to know the Confidential Information in connection with Recipient’s course of action with respect to the Purpose; provided, however, that such use shall be in compliance with all applicable laws and regulations and the Recipient shall provide the name, address, contact information and an inventory of Confidential Information at least five (5) days prior to said disclosure. Recipient shall further secure the Agent’s agreement to comply with the terms contained herein prior to disclosing said information.
4. Mandatory Disclosure. If the Recipient becomes compelled by law or regulation (including securities’ laws) to disclose any Confidential Information, the Recipient will provide the Owner with prompt written notice so that the Owner may seek an appropriate protective order or other remedy. If a remedy acceptable to the Owner is not obtained by the date that the Recipient must comply with the request, the Recipient will furnish only that portion of the Confidential Information that it is legally required to furnish, and the Recipient will exercise commercially reasonable efforts to obtain confidential treatment of the Confidential Information disclosed.
5. Injunctive Relief. Each party acknowledges that unauthorized disclosure or use of the Confidential Information by a party may irreparably damage the other party. Accordingly, the actual or threatened unauthorized disclosure or use of any Confidential Information shall give the Owner the right to seek injunctive relief restraining such unauthorized disclosure or use, in addition to any other remedy otherwise available (including reasonable attorneys’ fees). Each party hereby waives the posting of a bond with respect to any action for injunctive relief.
6. Return of Materials. Upon the conclusion of the Purpose, Recipient will promptly (i) deliver to the Owner or (ii) destroy all information in the Recipient’s possession containing Confidential Information, whether such information is in written, electronic or other form. Upon the request of the Owner, an officer of Recipient will confirm in writing that all Confidential Information has been returned or destroyed.
7. Agents. “Agents” mean each of the parties’ advisors, directors, employer, officers, employees, contractors, affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), or other agents. If and to the extent any Agents of the Recipient receive Confidential Information, such Recipient party shall be responsible for such Agents’ full compliance with the terms and conditions of this Agreement and shall be liable for any such Agents’ non-compliance.
8. Termination. This Agreement will terminate upon the completion of the Project. Upon termination, the terms of this Agreement shall continue with respect to Confidential Information already disclosed.
9. No License. No license or rights under any Confidential Information, patent, copyright, or other intellectual property rights are granted or are to be implied by this Agreement.
10. Miscellaneous. This Agreement will be governed by the internal laws (but not the conflicts laws) of the State of Georgia. This Agreement sets forth the final, complete and exclusive agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings whether written or oral. This Agreement may only be modified by a written document executed by both parties. This Agreement may be executed in counterparts, and signatures may be exchanged by facsimile or other electronic means. Each person signing below represents and warrants that he or she has the necessary authority to bind the principal set forth below. This Agreement may not be assigned without the prior express written consent of the other party.
In the event any provision of this Agreement is found by an authorized authority to be unenforceable, the remaining provisions of the Agreement shall survive and remain in full force and effect, and any unenforceable provision shall to the extent legally permitted be replaced by an enforceable provision that comes closest to the parties’ intent underlying the unenforceable provision.