FRANK ISHMAN, aka ISH CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (the "Agreement") is entered into and is effective as entering password provided by Frank Ishman to view information provided www.ish.center, owned and operated by Frank Ishman, aka ISH.
1. DEFINITION OF CONFIDENTIAL INFORMATION. Recipient agrees that information disclosed by Frank Ishman to Recipient regarding tech concepts , and other information, including but not limited to information learned by Recipient from Frank Ishman employees, agents or through inspection of Frank's property, that relates to Frank's products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information disclosed to Recipient by Frank Ishman, the terms and conditions of this Agreement, and the existence of the discussions between Recipient and Frank Ishman will be considered and referred to collectively in this Agreement as "Confidential Information." Confidential Information, however, does not include information that: (a) is now or subsequently becomes generally available to the public through no fault or breach on the part of Recipient; (b) Recipient can demonstrate to have had rightfully in its possession prior to disclosure to Recipient by Frank Ishman; (c) is independently developed by Recipient without the use of any Confidential Information; or (d) Recipient rightfully obtains from a third party who has the right to transfer or disclose it to Recipient without limitation.
2. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. Recipient agrees to protect Frank's Confidential Information, using at least the same degree of care that it uses to protect its own confidential and proprietary information of similar importance, but no less than a reasonable degree of care. Recipient agrees to use Frank's Confidential Information for the sole purpose of evaluation in connection with Recipient’s discussions with Frank Ishman related to this Agreement. Recipient will not disclose, publish, or disseminate Confidential Information to anyone other than those of its employees and consultants who have a need to know in order to accomplish such purpose and who are bound by a written agreement that prohibits unauthorized disclosure or use of Confidential Information. Recipient will be responsible for any violation of the terms of this Agreement by its employees and consultants. Recipient agrees not to use Confidential Information for any other purpose or for its own or any third party's benefit without the prior written consent of an authorized representative of Frank Ishman in each instance. Recipient may disclose Confidential Information to the extent required by law, provided Recipient make reasonable efforts to give Frank Ishman notice of such requirement prior to any such disclosure and take reasonable steps to obtain protective treatment of the Confidential Information.
3. NO LICENSE TO CONFIDENTIAL INFORMATION. Except as expressly set forth herein, no license or other rights to Confidential Information are granted or implied hereby and Frank Ishman all of its rights therein.
4. FEEDBACK. Notwithstanding any other provision in this Agreement, if Recipient provides any ideas, suggestions or recommendations to Frank Ishman regarding Frank's Confidential Information ("Feedback"), Frank Ishman is free to use and incorporate such Feedback in Frank's products, without payment of royalties or other consideration to Recipient, so long as Frank Ishman does not infringe Recipient's patents, copyrights or trademark rights in the Feedback. Nothing in this Agreement is intended to grant a license or waive any rights in either party's patents, copyrights or trademarks.
5. NO WARRANTY. All information is provided "AS IS," and without any warranty, whether express or implied, as to its accuracy or completeness.
6. RETURN OF DOCUMENTS. Within ten business days of receipt of Frank Ishman written request, and at Frank Ishman option, Recipient will either return to Frank Ishman all tangible Confidential Information, including but not limited to all electronic files, documentation, notes, plans, drawings, and copies thereof, or will provide Frank Ishman with written certification that all such tangible Confidential Information has been destroyed.
7. EQUITABLE RELIEF. Recipient hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Frank Ishman that may be difficult to ascertain. Accordingly, Recipient agrees that Frank Ishman will have the right to seek and obtain immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.
8. NO EXPORT. Recipient agrees that no Confidential Information, or any portion thereof, will be exported to any country in violation of the United States Export Administration Act and regulations thereunder, or any other applicable export control laws or regulations.
9. NO IMPLIED WAIVER. Frank's failure or delay in exercising any of its rights will not constitute a waiver of such rights unless expressly waived in writing.
10. NO ASSIGNMENT. This Agreement may not be assigned by Recipient by any means, including without limitation, by operation of law or merger. Any attempted assignment of this Agreement by Recipient in violation of this section will be void.
11. ENTIRE AGREEMENT AND GOVERNING LAW. This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed pursuant to this Agreement and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may not be amended except by written agreement signed by authorized representatives of both parties. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois, excluding that body of Illinois law concerning conflicts of law.