SAFETYPAWZ LLC CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

1. Definitions. As used herein:

    

   1. “Confidential Information” means any oral or written information disclosed to RECIPIENT or known by RECIPIENT as a consequence of or through discussions with SAFETYPAWZ, which is not generally known in the industry in which SAFETYPAWZ is or may become engaged, about SAFETYPAWZ business, products, processes, and services, including, but not limited to, information, research, development, designs, computer programs, products under development, manufacturing, purchasing, accounting, engineering, marketing, selling, customer  lists, customer requirements, and/or the documentation thereof relating to  SAFETYPAWZ devices, systems, and methods, for example but without limitation, SAFETYPAWZ devices, systems, and methods pertaining to SAFETYPAWZ and/or other SAFETYPAWZ activities. It will be presumed that information supplied to RECIPIENT for the purpose of engaging in any commercial transaction or performing services, if any, is Confidential Information unless and until it is designated otherwise by SAFETYPAWZ.
   2. “Works” means works of authorship fixed in any tangible medium of expression by RECIPIENT in the course of or resulting from either gaining access to the Site or related discussion with SAFETYPAWZ.
   3. “Agreement” means the terms and conditions of this SAFETYPAWZ LLC CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT, and any written orders or contracts entered into by SAFETYPAWZ and RRECIPIENT.
   4. “Inventions” means discoveries, concepts, and ideas, whether or not patentable and/or otherwise protectable, including, but not limited to, apparatus, processes, methods, compositions of matter, designs (ornamental, fanciful, and/or otherwise), techniques, formulae, and computer program architecture, as well as improvements thereof or know-how related thereto, relating to any past, present, and prospective activities, projects, and/or programs of SAFETYPAWZ.

 

2. Non-Disclosure of Confidential Information. RECIPIENT acknowledges that all Confidential Information shall at all times remain the property of SAFETYPAWZ and SAFETYPAWZ shall have free and unlimited access to all materials containing Confidential Information and shall have the right to claim and take    possession    of    such    materials on   demand.    Except as required in RECIPIENT’s discussion with SAFETYPAWZ, RECIPIENT will not, during the term of this Agreement or thereafter, directly or indirectly use, divulge, disseminate, disclose, lecture upon, or publish any Confidential Information without having   first   obtained   written   permission   from SAFETYPAWZ to do so. RECIPIENT will safeguard and maintain secret all Confidential Information and all documents and things that include or embody Confidential Information. Upon termination of this Agreement, for  whatever  reason,   or  upon request  by SAFETYPAWZ,  RECIPIENT  will  deliver  to SAFETYPAWZ all notes, drawings, memoranda, correspondence, documents, records, notebooks, source code and similar repositories of Confidential Information, including all copies thereof, then in RECIPIENT’s possession or under RECIPIENT’s control, whether merely in RECIPIENT’s possession or prepared by RECIPIENT or by employees or agents of RECIPIENT.

 

3. Works. All Works created by RECIPIENT under this Agreement shall be and remain exclusively the property of SAFETYPAWZ. Each such Work created by RECIPIENT is a “work made for hire” under the copyright law and SAFETYPAWZ may file applications to register copyright in such Works as author and copyright owner thereof. If, for any reason, a Work created by RECIPIENT is excluded from the definition of a “work made for hire” under the copyright law, then RECIPIENT does hereby assign, sell, and convey to SAFETYPAWZ the entire rights, title, and interests in and to such Work, including the copyright therein to SAFETYPAWZ.

 

4. Inventions. All Inventions made and/or conceived by RECIPIENT, either solely or jointly with others, in the course of and/or resulting from the performance of services, if any,  by RECIPIENT under this Agreement shall be and shall remain the exclusive property of SAFETYPAWZ, whether or not patentable and/or otherwise protectable. RECIPIENT agrees to assign all rights, to effect transfer, and to execute any and all documents for SAFETYPAWZ to protect or pursue protection in such Inventions, at SAFETYPAWZ’s sole discretion.

 

5. Miscellaneous

    

   1. RECIPIENT understands and agrees that this Agreement does not grant RECIPIENT any license and/or right to utilize Confidential Information, Works, and/or Inventions outside of discussions with SAFETYPAWZ.
   2. RECIPIENT will execute any documents, take any actions, and/or avoid any non-actions, which SAFETYPAWZ reasonably deems necessary in connection rights of SAFETYPAWZ under this agreement, including but without limitation, protection of Confidential Information, Works, and/or Inventions.
   3. RECIPIENT warrants and represents that RECIPIENT is free lawfully to make this Agreement.
   4. This Agreement does not appoint RECIPIENT as an agent or legal representative of SAFETYPAWZ for any purpose whatsoever. RECIPIENT is granted no right or authority under this Agreement to assume or create any obligation or responsibility for or on behalf of SAFETYPAWZ or to otherwise bind or to use SAFETYPAWZ’s name other than as may be expressly authorized by SAFETYPAWZ.
   5. RECIPIENT acknowledges that the legal remedy available to SAFETYPAWZ for any breach of covenants on the part of RECIPIENT will be inadequate, and therefore, in the event of any threatened or actual breach of any term of this Agreement, SAFETYPAWZ shall be entitled to specific enforcement of this Agreement through injunctive or other equitable relief in a court with appropriate jurisdiction and without limitation to any remedy available at law.
   6. This Agreement supersedes all prior conversations, correspondence, representations, warranties, agreements, and other communications regarding the subject matter hereof.
   7. Should any term of this Agreement be found invalid or unenforceable, then to the extent that such term is invalid or unenforceable, it shall not affect the validity or enforceability of any other term of this Agreement.
   8. This Agreement and all matters relating thereto shall be governed under the law of the State of Maryland. The exclusive jurisdiction for any litigation required to resolve any disputes under this Agreement shall be in the courts of Maryland, and each of the parties consents to the jurisdiction of such courts in Maryland and waives objection to venue laid therein.