Non-Disclosure Agreement

This Non-Disclosure Agreement (“Agreement”) constitutes a contract regarding the treatment of non-public business information (“Confidential Information”) between CERTIFY Global Inc. (“CERTIFY”) and any person or entity who exchanges Confidential Information with CERTIFY (“you”) (each a “Party” and collectively the “Parties”).  Either Party may disclose or receive Confidential Information under this Agreement (each a “Disclosing Party” or a “Receiving Party”).  This Agreement governs the Parties’ obligations regarding Confidential Information, unless the Parties sign a separate non-disclosure agreement or a separate agreement regarding the Services that addresses such obligations, and is effective when the Parties begin to exchange such information (“Effective Date”).  If the Parties sign a separate agreement regarding such obligations, the separate agreement will control.

The capitalized terms that appear in this Agreement have the same meanings as in CERTIFY’s Terms of Use, unless they are defined in this Agreement.

By exchanging Confidential Information with CERTIFY, you agree to this Agreement.  IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT EXCHANGE ANY CONFIDENTIAL INFORMATION WITH CERTIFY.

1. CONFIDENTIAL INFORMATION

   • Definition. Confidential Information includes information regarding:  (a) the intellectual property associated with the Parties’ products and services (“Intellectual Property”); (b) the Parties’ products and services, including all software, source code, object code, and other code; all devices, components, and other technology relating to such products and services; and all information relating to such products and services, including all flowcharts, engineering diagrams, and other design drawings, all research, development, and testing data, all product performance statistics, evaluations, and other analyses; and (c) the Parties, including the Parties’ business plans, policies, procedures, administration, management, operations, sales, revenues, and profits; the marketing, advertising, and promotion of the Parties’ products and services; the Parties’ existing and potential customers, manufacturers, distributors, owners, investors, directors, officers, employees, independent contractors, agents, and other personnel; and the Parties’ contracts, licenses, and other agreements.
   • Scope: Confidential Information includes information in the above categories:  (a) whether or not the information is marked confidential; (b) whether or not the information is disclosed in written form or verbally; and (c) whether or not the information is disclosed before or after the Effective Date of this Agreement.
   • Exclusions. Confidential Information does not include information:  (a) that was public knowledge at the time of disclosure or becomes public knowledge after the time of disclosure through no action of the Receiving Party; (b) that was otherwise known to the Receiving Party at the time of disclosure; or (c) that is subsequently obtained from a third party under no confidentiality obligation to the Disclosing Party, unless the information reasonably should be considered confidential.
   • Ownership. The Parties agree that the Disclosing Party owns all right, title, and interest in and to all Confidential Information that it discloses to the Receiving Party.  The Parties further agree that no license in any Confidential Information is granted to the Receiving Party as a result of this Agreement.
   • Non-Disclosure. The Receiving Party will use the highest degree of care in protecting the Disclosing Party’s Confidential Information and will not, during or after the Term of this Agreement, directly or indirectly:  (a) disclose any of the Disclosing Party’s Confidential Information to any person or entity, except as provided below; (b) use the Disclosing Party’s Confidential Information in any way contrary to the Disclosing Party’s interests; or (c) claim any rights in the Disclosing Party’s Confidential Information.  The Disclosing Party’s Confidential Information will only be disclosed to:  (a) the Receiving Party’s employees, independent contractors, service providers, and other persons and entities associated with the Receiving Party who have a need to know such information in order to perform their duties and who have signed agreements requiring them to protect third-party confidential information; and (b) persons and entities who the Disclosing Party agrees may have access to such information, provided the Disclosing Party agrees in writing.
   • Responsibility for Disclosures. The Receiving Party is responsible for any violation of this Agreement by any persons or entities who receive any Confidential Information from the Receiving Party.
   • Government Disclosures. If the Receiving Party receives a valid government demand for the Disclosing Party’s Confidential Information, such as a court order, search warrant, or subpoena, the Receiving Party will promptly inform the Disclosing Party (unless such notice is prohibited), and upon the Disclosing Party’s request, the Receiving Party will provide reasonable assistance in maintaining the confidentiality of the information.  If the Receiving Party discloses any of the Disclosing Party’s Confidential Information, it will only disclose the information strictly required by the government demand.
   • Disclaimer of Warranties. The Parties agree that all Confidential Information is provided without any express or implied warranty of any kind, including any warranty of merchantability or any warranty of fitness for a particular purpose.
   • Other Actions. The exchange of Confidential Information under this Agreement does not commit the Parties to continue to exchange such information, to exchange any particular information, to enter into any other agreements, or to take any other actions.

2. INTELLECTUAL PROPERTY

   • Definition. The Parties’ Intellectual Property includes:  (a) all ideas, concepts, know-how, inventions, improvements, and other creations relating to the Parties’ products and services; (b) all forms of intellectual property relating to the Parties’ products and services in any country in the world, including all patents, design patents, trademarks, domain names, copyrights, and trade secrets; and (c) all information relating to the Parties’ Intellectual Property.
   • Ownership. The Parties agree that the Disclosing is the exclusive owner of all right, title, and interest in and to all Intellectual Property disclosed to the Receiving Party or available to the Receiving Party.  The Parties further agree that no license in any Intellectual Property is granted to the Receiving Party as a result of this Agreement.

3. TERM AND TERMINATION

   • Term. The term of this Agreement starts when the Parties begin to exchange confidential information and ends one (1) year later (the “Term”), unless the Parties continue to exchange confidential information, or unless this Agreement is superseded by another agreement.
   • Termination. Either party may terminate this Agreement at any time, with or without cause, by sending written notice of termination to the other party.
   • Post-Agreement Obligations. Upon the expiration or termination of this Agreement, or upon the Disclosing Party’s request, whichever is earlier, the Receiving Party, at its own expense, will promptly return all of the Disclosing Party’s Confidential Information.  Alternatively, if the Disclosing Party agrees, the Receiving Party may provide the Disclosing Party with written assurance of the destruction of such Confidential Information.
   • Survival. The Parties’ confidentiality obligations will survive the expiration or termination of this Agreement.

4. GENERAL

   • Governing Law and Jurisdiction. In the event of any legal proceedings arising from or related to this Agreement, you agree that any such proceedings will be governed by the laws of the State of Maryland, without regard to any conflict of law rules, and applicable federal law.  You further agree that any such proceedings initiated by CERTIFY will be brought in state or federal court in the jurisdiction where you are primarily located, and any claims by you will be brought in state court in Montgomery County, Maryland or in federal court in the State of Maryland, except that, if you are located outside the United States, any such proceedings initiated by either Party will be brought in state court in Montgomery County, Maryland or in federal court in the State of Maryland.  The Parties expressly waive any challenges to personal jurisdiction and venue in these forums.
   • Injunctive Relief. You agree that your actual, attempted, or threatened violation of this Agreement will cause irreparable harm to CERTIFY for which there is no adequate remedy at law and that CERTIFY may seek any injunctive or equitable relief it deems appropriate in such circumstances. These remedies are in addition to any other remedies CERTIFY may have at law or in equity.
   • Jury Trial. You agree that, in the event of any legal proceedings between the Parties, you waive your right to a jury trial.
   • Attorneys’ Fees and Costs. You agree that, in the event CERTIFY prevails in any legal proceeding arising from or related to this Agreement, or any actual, attempted, or threatened violation of this Agreement, CERTIFY will be awarded its attorneys’ fees and costs in addition to any other relief to which CERTIFY is entitled.
   • Entire Agreement. This Agreement constitutes the entire agreement of the Parties regarding the exchange of Confidential Information, and supersedes any prior agreements, understandings, or representations regarding such information.  This Agreement cannot be modified in any way, unless the Parties otherwise agree in writing.
   • Severability. You agree that, if a court holds any portion of this Agreement to be unenforceable for any reason, such portion will be enforced to the maximum extent possible and the remainder of this Agreement will be enforceable as written.
   • Waiver. You agree that a Party’s failure to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver of its right to assert or rely upon any such provision, right, or remedy in that or any other instance.
   • Assignment. Neither Party may assign, transfer, or otherwise dispose of its rights and obligations under this Agreement, unless the Parties otherwise agree in writing, except as part of a merger, acquisition, or disposition of all or substantially all of the assigning Party’s equity or assets.