By using (the "Service"), you are agreeing to these CONFIDENTIALITY AGREEMENT (the “Agreement”). Please read them carefully. between you (“Receiving Party”) and your project members (“Disclosing Party”) in our "Service", in contemplation of project discussions and an ongoing project relationship between the Receiving Party and the Disclosing Party (hereinafter referred to as the “project Purpose”) and the possible dissemination by the Receiving Party to any party of Confidential Information, as defined below.


1. The term “Confidential Information” shall mean any information disclosed, directly or indirectly, in writing, verbally, or by any other means, to the “Receiving Party” by the Disclosing Party”. Such Confidential Information includes, but is not limited to project plans, proposals, processes, formulas, forecasts, compositions, systems, ideas, design, inventions, machines, concepts, methods, techniques, projections, analyses, data algorithm, software, hardware or system designs, programs, research projects, client lists and clients, prospective clients, client information,, pricing data, sources of supply, marketing plans, production plans, merchandising systems or plans, specifications, marketing information, project plans or other similar project information, financial information, documentation, architecture, structure and protocols.

2. Notwithstanding the foregoing Confidential Information shall not include any information which: (i) is in the public domain and is readily available at the time of disclosure or which thereafter enters the public domain and is readily available, through no improper action or inaction by the Receiving Party or any employee or independent contractor thereof; (ii) was in the possession of the Receiving Party or known by it prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to the Receiving Party by a third party without restriction; (iv) if in tangible form is not marked confidential; (v) is independently developed by the Receiving Party without access to such Confidential Information; (vi) is disclosed with the Disclosing Party’s prior written consent; or (vii) is required by judicial or administrative order or subpoena to be disclosed, provided that the Receiving Party gives the Disclosing Party prompt written notice of such order or subpoena in order to allow the Disclosing Party sufficient time to obtain a protective order.

3. The Receiving Party agrees: (i) to use the Confidential Information only in connection with the project Purpose; (ii) to retain the Confidential Information in confidence; (iii) to take all necessary actions to protect such Confidential Information, including, without limitation all actions that the Receiving Party employs with respect to its own confidential materials of a similar nature; (iv) not to disclose, directly or indirectly, any Confidential Information, any evaluation of the Confidential Information, or any information derived therefrom to any third party; and (v) not to copy, reverse engineer, reverse compile, nor attempt to derive the composition or underlying information of any Confidential Information. Confidential Information shall only be disclosed to the Receiving Party’s employees, independent contractors, and financial and legal advisors, and only to the extent such employees, independent contractors, and financial and legal advisors have a specific need to know of the Confidential Information for the project Purpose. The Receiving Party will ensure that its employees and independent contractors who have access to the Confidential Information shall be under a written agreement, as a condition of employment or otherwise, that ensures the use, title and nondisclosure obligations of such Confidential Information as set forth herein.

4. The Disclosing Party shall at all times retain title to, ownership of and all rights and control over the Confidential Information. Except as provided herein, no right or license to the Confidential Information is granted under this Agreement.

5. The Receiving Party shall upon the written request of the Disclosing Party promptly return or destroy all Confidential Information to the Disclosing Party.

6. The obligations imposed upon the Receiving Party under this Agreement shall expire on the earlier of: (i) the date upon which the Disclosing Party consents in writing to the disclosure of the Confidential Information by the Receiving Party; or (ii) the date that the Disclosing Party releases the Confidential Information to the public.

7. Each Party acknowledges that the Disclosing Party asserts that the Confidential Information is unique and valuable and that disclosure in breach of this Agreement may result in irreparable injury to the Disclosing Party for which monetary damages alone would not be an appropriate remedy. Accordingly, the parties agree that in the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach or anticipated breach without being required to post a bond or other security. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.

8. The Receiving Party of the Confidential Information agrees that it will not export such information except in accordance with applicable laws and regulations.

9. This Agreement shall be governed by the laws of the State of Oregon, without regard to conflicts of laws provisions thereof. Each of the Receiving Party and the Disclosing Party submits to the jurisdiction and venue of any Oregon state or federal court generally serving the Washington county area with respect to the subject matter of this Agreement.

10. This Agreement may not be assigned without the prior written consent of the Disclosing Party.

11. This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations and understandings on this matter, whether written or oral. This Agreement cannot be amended except by a writing that is executed by duly authorized representatives of both parties. Failure to enforce any provisions of this Agreement shall not constitute a waiver of any term hereof. No waiver or modification of any of the provisions of this Agreement shall be valid unless in writing and signed by both of the parties.

IN WITNESS WHEREOF, the parties have caused their authorized representatives to execute this Agreement as of the date first above written.