AG 2007 12 17 - Laserfiche WebLink

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fmancial information, business methods and procedures, information concerning customers, prices, products, packaging, and distributors; and the use of the term shall further include actual trade secrets including compilations, programs, devices, methods, know-how, techniques or processes that derive independent economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from such information. The term shall not include information which: (a) was already known to Licensee at the time of disclosure; (b) is available to the public or later becomes so through no deliberate fault of Licensee; (c) is received by the Licensee from a third person which is not subject to an obligation of confidence; or (d) is disclosed under operation of law, government regulation or court order so long as Licensee first gives written notice to BI-Tek and uses reasonable efforts to secure protection of such Confidential Information. All Confidential Information disclosed by BI-Tek to Licensee shall remain the property of BI-Tek and shall be maintained in confidence and used by Licensee only for the limited purposes permitted under this Agreement. Upon termination of this Agreement, the Licensee will either (as elected by BI-Tek) destroy or return all Confidential Information provided by BI-Tek. If BI-Tek orders Confidential Information destroyed, then the Licensee will provide to BI-Tek an affidavit of destruction. The provisions of this Agreement restricting the use and disclosure of Confidential Information shall be binding on Licensee during the term hereof and until the expiration often (10) years after the termination of this Agreement. The Licensee agrees that in the event of a breach of this Agreement, BI-Tek would be irreparably harmed and could not be made whole by money damages alone. Therefore, this agreement shall be enforceable by all remedies at law or in equity including the right to enjoin any further breach. 7. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein, and all prior agreements or understandings of the parties hereto are hereby revoked. This Agreement may be amended or terminated only by a written instrument, signed by all the parties. There are no agreements, restrictions, promises, warranties, covenants or other undertakings other than those expressly set forth herein. 8: Parties in Interest. This Agreement shall inure to the benefit of, and be binding upon, BI-Tek and. Licensee and their respective representatives, successors and assigns, provided, however, that if the ownership of Licensee is transferred, for whatever reason, the rights granted hereunder are not transferable. ,The Application and its source code may not be divulged to the new owner and this Agreement will be null and void. 9. Governine Law. This Agreement shall be construed and enforced in accordance with the laws of the State of North Carolina. 10. Construction. The paragraph headings in this Agreement are inserted for convenience of reference only and are not to be used in construing or interpreting any of the provisions of this Agreement. 11. Arbitration. Any controversy or claim arising out of or relating to this GE,y tt