Non-disclosure & Limited Use Terms

Convoso, Inc. Non-disclosure  and Limited Use Terms

These non-disclosure and limited use terms are incorporated by their reference into that certain agreement between Convoso and you (as Referral Source) and known as the Master Prospect Referral Program Agreement (“Referral Program Agreement”).

1. Disclosure of Confidential Information. Convoso may disclose, either orally or in writing, to you certain information that you knows or have reason to know is considered confidential by Convoso (“Convoso Confidential Information”).  Convoso Confidential Information shall include, but not be limited to, creative ideas, trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, schematics, software source documents, contracts, customer lists, financial information, sales and marketing plans and business plans.
2. Confidentiality  

(a) Limited Use and Non-disclosure.  You are permitted to use Convoso Confidential Information solely to perform your services under the Referral Program Agreement, including evaluating the commercial potential of Convoso entering into a written agreement with each Prospect and, if requested by Convoso (and accepted by you), by your involvement in negotiations related to such written agreement.  This does not mean you can disclose Convoso Confidential Information, which is governed by the terms below. (b) Disclosure to Others.  You will not disclose the Convoso Confidential Information to any person or corporate entity except  (i)  your employees who have agreed in writing to non-disclosure obligations at least as restrictive as those specified in this Agreement and that cover Convoso Confidential Information;  (ii)  your legal counsel;  and  (iii)  those entities for whom Convoso provides prior written consent (email being acceptable). (c) Exceptions.  The obligation of confidentiality does not apply to the extent that you can demonstrate that:  (i) the Convoso Confidential Information at the time of disclosure is part of the public domain;  (ii) the Convoso Confidential Information became part of the public domain, by publication or otherwise, except by breach of confidentiality obligations such as those specified in this Agreement;  (iii) the Convoso Confidential Information can be established by written evidence to have been in your possession at the time of disclosure without violation of any nondisclosure obligations in the process of receiving such information;  (iv) the Convoso Confidential Information is received from a third party without restrictions similar to those specified in this Agreement and/or breach of any other confidentiality obligations;  or  (v) the Convoso Confidential Information is required to be disclosed by a government agency or a court of competent jurisdiction; provided, however, that you will use your best efforts to minimize the disclosure of such information and will consult with and assist Convoso in obtaining a protective order prior to such disclosure.

3. Materials. All materials including, without limitation, documents, drawings, sketches, designs and lists furnished by Convoso and any tangible materials (including digital versions) embodying Convoso Confidential Information created by you shall remain the property of Convoso.  You shall return to Convoso or destroy such materials and all copies thereof upon the termination of this Agreement or upon the written request of Convoso, and shall provide a certificate signed by one of your officers (or you if you are not a corporate entity) certifying that you have complied with this Section.
4. No License and No Business Relationship.  

(a) No License or Other Rights.  This Agreement does not grant you any license or any other rights whatsoever in any Convoso Confidential Information, except as provided in Section 2(a). (b) No Relationship.  The parties agree and acknowledge that this Agreement and the discussions between the parties do not in any way constitute a business relationship between the parties now or in the future, other than obligations related to confidentiality specified in this Agreement.  Any such relationship shall be created only upon the execution by both parties of a written agreement that governs such relationship.

5. Term & Termination.  Your obligations under these terms shall survive termination of the Referral Program Agreement for a period of three (3) years from termination of that agreement.   Upon termination of this Agreement, you shall promptly comply with Section 3 and promptly cease using Convoso Confidential Information.
6. Injunctive Relief. You agree that your breach of this Agreement will cause Convoso irreparable damage for which recovery of money damages would be inadequate.  Convoso will, therefore, be entitled to obtain timely injunctive relief to protect Convoso’s rights under this Agreement in addition to any and all remedies available at law.