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THE PARTIES to this agreement are:
(a) The SERVICE PROVIDER - Lighthouse24, acting through its managing director Doug Heatherly, and
(b) The CLIENT - as identified by name on the Request for Quote submission.
I. DEFINITIONS
Project shall mean any publishing endeavor currently being undertaken by the CLIENT.
Publishing Services shall mean any planning or assistance proposed or performed by the SERVICE PROVIDER, including any work products delivered as a direct result of that assistance.
Confidential Information shall mean any descriptions, details, or data pertaining to the Project or Publishing Services that are disclosed by one party to the other (regardless of the form or media used to communicate the information), and that are not in public domain, or that are not known by or available to the general public. This includes conceptual details and intellectual properties shared by the CLIENT, as well as details regarding the fees and prices quoted by the SERVICE PROVIDER. It also includes all personal/privacy and contact information associated with the parties to this agreement.
II. HANDLING OF CONFIDENTIAL INFORMATION
Whereas the parties, for their mutual benefit, may exchange Confidential Information and wish to protect such information in the manner stated, it is hereby agreed as follows:
(a) The receiving party of any disclosed Confidential Information shall maintain the information in total confidence and secrecy, and shall exercise in relation thereto no lesser security measures and care than those which the receiving party applies to its own confidential information. Without affecting the generality of this obligation, the receiving party shall keep separate all Confidential Information and not use, reproduce, transform, or store any of the Confidential Information in an externally accessible computer or electronic information retrieval system, or in any form which would allow any person not authorized to do so to have access to the Confidential Information;
(b) Both parties shall ensure that disclosure of such Confidential Information is restricted to its employees, directors, or professional advisers having the need to know for work directly associated with the Project or the delivery of Publishing Services.
(c) Copies or reproductions shall not be made except to the extent reasonably necessary for the Project and all copies made shall be the property of the disclosing party.
(d) All Confidential Information and copies thereof which are in a physical form shall be returned to the disclosing party (and all other information and data and other records in a machine readable form shall be deleted or destroyed) within thirty days of receipt of a written request from the disclosing party.
III. NO LICENSES OR OBLIGATIONS
All rights to Confidential Information are reserved by the disclosing party and no rights or obligations other than those expressly recited are granted or implied in this Agreement. In particular, no licenses or copyrights are granted (directly or indirectly) to any creation or other intellectual property that is now or in the future held, made, or obtained by either party.
Nothing in this Agreement shall constitute an obligation on either party to enter into a business relationship, nor shall it preclude, impair, or restrict either party from continuing to engage in its business otherwise than in breach of the terms of this Agreement.
IV. NON-ASSIGNMENT
This Agreement is exclusive to the parties and shall not be assigned or otherwise transferred in whole or in part.
V. TERMINATION
This Agreement shall continue in force from the date executed until termination by mutual consent, or by either party by giving to the other not less than 30 days’ prior notice. The provisions in Paragraphs II and III shall survive any such termination.
VI. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding between the parties with respect to Confidential Information and supersedes all previous agreements. This Agreement cannot be amended except by a new written agreement signed by all parties or by their authorized signatories.
VII. SIGNATURES
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