NDA Agreement

ELIHUU, Inc., d/b/a/ Britehub

NONDISCLOSURE AGREEMENT (“AGREEMENT”)

BriteHub WEBSITE (“WEBSITE”) PERMITS DESIGNERS, RESEARCH AND DEVELOPMENT SPECIALISTS, MANUFACTURERS AND OTHER PARTIES (EACH, A “DISCLOSER”) TO UPLOAD THEIR CONFIDENTIAL INFORMATION TO PERMIT DISCLOSURE OF SUCH CONFIDENTIAL INFORMATION TO A RECIPIENT FOR THE PURPOSE OF EVALUATING AND PURSUING A POTENTIAL RELATIONSHIP WITH THE DISCLOSER.

IN ORDER TO CONTINUE WITH ACCESS TO THIS WEBSITE AND RECEIVE A DISCLOSER’S CONFIDENTIAL INFORMATION, RECIPIENT MUST READ AND ACCEPT THE TERMS OF THIS AGREEMENT. BY CLICKING THE “I ACCEPT” BUTTON LOCATED BELOW, RECIPIENT AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. RECIPIENT AGREES THAT THE PERSON CLICKING THE “I ACCEPT” BUTTON HAS AUTHORITY TO BIND SUCH RECIPIENT. CLICK THE “I DO NOT ACCEPT” BUTTON IF RECIPIENT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT OR IF THE PERSON DOES NOT HAVE THE AUTHORITY TO BIND RECIPIENT.

BY OPERATING ITS WEBSITE, ELIHUU WILL HAVE ACCESS TO EACH DISCLOSER’S CONFIDENTIAL INFORMATION AND AGREES TO THE TERMS OF THIS AGREEMENT AS A RECIPIENT FOR THE PURPOSE OF OPERATING SUCH WEBSITE FOR DISCLOSER TO USE.

  1. “Confidential Information” means any nonpublic information and materials made available by Discloser through Elihuu’s website that is (i) marked or labeled as “Confidential” or “Proprietary” or with similar designation, or (ii) of a nature that a reasonable person would know such information is confidential. Confidential Information may include, without limitation, nonpublic vendor and customer information and relationships, financial information, pricing, marketing plans, product development plans, training and/or technical manuals, methods, test protocols, know-how, formulas, inventions, designs, ideas, processes, specifications, prototypes or other nonpublic products. Confidential Information does not include (i) Discloser’s information that Recipient can prove was rightfully in Recipient's possession at the time of Discloser’s disclosure to Recipient on the Website without an obligation of confidentiality; (ii) is or becomes available to the public without breach of Recipient’s obligations to Discloser; (iii) is independently developed by Recipient without use of or reference to the Discloser’s Confidential Information; or (iv) is rightfully obtained by Recipient from a third party who has the right to transfer or disclose it to Recipient without restriction.
  2. Purpose. Discloser agrees to disclose its Confidential Information solely for the purpose of Recipient evaluating the possibility of creating a business relationship with Discloser (“Purpose”). Recipient shall use the Confidential Information solely for such Purpose and for no other reason whatsoever.
  3. Confidentiality Obligations. Recipient agrees to hold in confidence and to not disclose or permit access to any of Discloser’s Confidential Information, using at least the same degree of care, but no less than a reasonable degree of care as Recipient employs with respect to its own confidential information, to avoid unauthorized disclosure or use of such Confidential Information. Recipient may disclose the Confidential information to its employees, agents, contractors and consultants (collectively “Representatives”) only if they have a specific need to know such Confidential Information in order to accomplish the Purpose and only if they are bound by confidentiality obligations that prohibits unauthorized disclosure or use of such Confidential Information on terms no less restrictive or protective as those contained in this Agreement. Recipient shall be responsible for any violation of the terms of this Agreement by its Representatives. Without Discloser’s prior written consent, which consent Discloser may withhold at its sole discretion, Recipient agrees not (i) to rent, sublicense, lease, transfer, or assign any of the Discloser's Confidential Information in any way; or (ii) to modify, reverse engineer, photograph, alter, disassemble, decompile, enhance, or make derivative works or compilations or in any manner create or reproduce materials containing or constituting Confidential Information. Further, Recipient agrees not to make copies of Confidential Information except as strictly necessary to carry out the Purpose. Any copies that are made must be identical to the original, may not be modified and are the property of Discloser. Promptly upon the earlier of (i) the Purpose being accomplished or terminated, (ii) this Agreement being terminated or (iii) any request by Discloser, Recipient agrees to return all Confidential Information, or, upon Discloser’s request, Recipient agrees to destroy Confidential Information and provide Discloser with a certificate of destruction signed by an officer of Recipient. Recipient may disclose Confidential Information required to be disclosed by a valid order of a court or other governmental body but only if Recipient first gives Discloser written notice of the impending disclosure and gives Discloser reasonable time and assistance in order for Discloser to have an opportunity to obtain a protective order to limit or otherwise prevent such disclosure.
  4. Term and Termination; Survival of Confidentiality Obligations. This Agreement is effective when Recipient clicks on the “I ACCEPT” button. Discloser may terminate this Agreement at any time upon written notice to Recipient. Recipient's obligations of confidentiality hereunder (i) expire five (5) years from the receipt of Confidential Information that is not a trade secret of Discloser; and (ii) continues for an unlimited period for any Confidential Information that is a trade secret of Discloser, provided that such Confidential Information remains nonpublic and subject to trade secret protection (or such similar protection) under applicable law.
  5. Ownership; No License. No Warranties. Recipient acknowledges that the Confidential Information is owned solely by Discloser (or its licensors) and that no licenses or rights to such Confidential Information, other than those expressly recited herein, are granted to Recipient or otherwise implied from this Agreement. Any unauthorized use of the Confidential Information that may result in modifications, enhancements, derivative works and/or intellectual property shall belong exclusively to Discloser, and Recipient shall never contend to the contrary. Further, Recipient is hereby deemed to have assigned to Discloser all rights in the same and hereby waives any moral rights without the requirement of any compensation that otherwise may be provided by applicable law). Recipient agrees to promptly sign any documentation required by Discloser to effect such assignment (and shall ensure that any associated Representatives do the same). In no event shall any such assignment operate as an estoppel or waiver of Recipient’s unauthorized use of the Confidential Information. RECIPIENT ACKNOWLEDGES AND AGREES THAT THE CONFIDENTIAL INFORMATION IS PROVIDED ON AN “AS IS” BASIS AND THAT DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, CONTRACTUAL OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT AND THAT DISCLOSER ACCEPTS NO RESPONSIBILITY FOR ANY DAMAGES, LOSSES OR EXPENSES INCURRED AS A RESULT OF ANY CONFIDENTIAL INFORMATION RECEIVED UNDER THE TERMS OF THIS AGREEMENT.
  6. Compliance with Export Control Laws. Recipient agrees to comply with U.S. and other applicable export laws and regulations and shall not export or re-export the Confidential Information or any technical data or products arising from such Confidential Information to any country unless Discloser first consents to the same in writing and then such export or re-export is properly authorized by the U.S. Government (or such other applicable authority).
  7. Controlling Law; Venue; Injunctive Relief; Attorneys’ Fees. This Agreement shall be construed in accordance with the laws of the State of Colorado, without regard to its conflicts of laws principles. Recipient acknowledges that Discloser reasonably believes that unauthorized disclosure or use of its Confidential Information would cause irreparable harm and significant injury to Discloser, the degree of which may be difficult to ascertain. Accordingly, Recipient agrees that the Discloser shall have the right to seek to obtain an immediate injunctive or other equitable relief in any court of competent jurisdiction to enjoin any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach. The prevailing party in any judicial or other proceeding governing any dispute under this Agreement shall have the right to recover from the other party all of its costs and attorneys' fees incurred in connection with such proceeding.
  8. General. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all other oral or written representations and understandings. Failure to enforce any right shall not be deemed a continuing waiver of such right. This Agreement may be amended or modified only by a writing signed by the parties. The parties do not intend that any agency, joint venture or partnership relationship be created between them by this Agreement. If any provision of this Agreement is held to be unenforceable, such provision shall to the extent possible be interpreted so as to be enforceable or, if such interpretation is not possible, it shall be deemed amended to be enforceable. Recipient may not assigned or delegate this Agreement or any of its rights or obligations hereunder without Discloser’s prior written consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

RECIPIENT AGREES TO THE TERMS OF THIS AGREEMENT: [“I ACCEPT”] [“I DO NOT ACCEPT”]