Tell Us More

This Agreement is entered into effective between Bright Plum, an Illinois web development company (the
“Company”) and the undersigned, (“Recipient”).
Company is acting as an expert advising the Recipient in connection with Web development, and for that purpose
the Recipient may make certain Confidential Information (as defined above) available to the Company (the
"Purpose"). As a condition to,
and in consideration of, the Recipient's furnishing of Confidential Information to the Company, the Company agrees
to the restrictions and undertakings contained in this Agreement.
Recipient agrees that all information disclosed by the Company to Recipient, including any such information
disclosed prior to the date of this Agreement, and including without limitation information acquired by Recipient in
writing, orally or by inspection of the Recipient’s property, relating to (without limitation) the Company’s
prototypes, samples, technical data, trade secrets, knowhow, actual and anticipated research, developments or
products, product plans, services, software, inventions, processes, discoveries, formulas, architectures, concepts,
ideas, designs, drawings, personnel, customers, markets, marketing plans, distribution methods, financial
information, sales or programming matter, compositions, drawings, diagrams, computer programs, studies, work in
process, visual demonstrations, manufacturing plans, confidential information disclosed to the Company by third
parties, and other data, whether oral, written, graphic, or electronic form shall be considered "Confidential
Information". However, Confidential Information shall not include information which, as Recipient can prove in
written evidence, (i) is now or subsequently becomes generally known or available by publication, commercial use
or otherwise, through no fault of Recipient, (ii) is known by Recipient at the time of disclosure, or (iii) is lawfully
obtained by Recipient without violation of a confidentiality obligation.
Recipient agrees (i) to use Confidential Information solely for the Purpose; (ii) to use all possible means to
maintain the Confidential Information in strict confidence, and at least those measures that it employs for the
protection of its own confidential information, but in any event not less than a reasonable degree of care, (iii) to
disclose Confidential Information only to Recipient’s employees who are required to have the information for the
Purpose and have previously signed an agreement in content similar to the provisions hereof; and (iv) to
immediately notify in writing the Company in the event of any unauthorized use or disclosure of the Confidential
Information. Recipient shall not reverse engineer, disassemble, decompile or copy any software or other tangible
objects which embody the Confidential Information, nor export or reexport or otherwise transmit, directly or
indirectly, any Confidential Information, or the direct product of Confidential Information, except with the
applicable government export approvals or export permits.
All Confidential Information and all of the Company’s trademarks remain the property of the Company and no
license or other rights in the Confidential Information or such trademarks are granted hereby, except as expressly
provided above. This Agreement does not constitute a joint venture or other such business agreement. All
information is provided “as is” and without any warranty, express, implied, or otherwise, regarding its accuracy or
performance.
Recipient agrees to return to the Company immediately upon the Company’s written request all documents and
other tangible objects containing or representing the Confidential Information and all copies thereof which are in the possession of Recipient, including but not limited to all computer programs, documentation, notes, plans and
drawings, and any reports, presentations, memorandums and other similar work made by Recipient in connection
with or relating to the Company or the Confidential Information. With respect to Confidential Information stored in
electronic form, Recipient shall delete all such Confidential Information from its systems and shall confirm in a
writing signed by an authorized representative of Recipient, that all Confidential Information has been deleted.
Recipient hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause
irreparable harm and significant injury, which may be difficult to ascertain. Accordingly, Recipient agrees that the
Company shall have the right to seek and obtain immediate injunctive relief from breaches of this Agreement, in
addition to any other rights and remedies it may have.
Recipient’s obligations hereunder shall survive termination or expiration of this agreement until such time as all
Confidential Information disclosed hereunder becomes publicly known and made generally available through no
action or inaction of Recipient.
This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns, except
that Confidential Information and the rights and obligations under this Agreement may not be assigned by
Recipient without prior written consent of the Company. This document contains the entire agreement between the
parties with respect to the subject matter hereof, and may not be amended, nor any obligation waived, except by a
writing signed by both parties hereto. Any failure to enforce any provision of this Agreement shall not constitute a
waiver thereof or of any other provision. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Illinois excluding that
body of law pertaining to conflict of law, and the parties hereto agree to submit to the exclusive jurisdiction of the
courts of Illinois any disputes arising out of the subject matter.