This Nondisclosure Agreement (the “Agreement”) is entered into as of today’s date (the “Effective Date”) by and between Inspection Fire LLC., a Colorado limited liability company (the “Disclosing Party”) and the individual/company (the “Receiving Party”) processing this transaction.
Proprietary information will be disclosed to the Receiving Party as part of an agreement to disclose confidential and proprietary descriptive language and text for use the Receiving Party’s internally created documents and reports.
The Parties hereby mutually agree as follows:
- Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged or may engage and specifically includes any and all language and associated information communicated to the Receiving Party.
- Obligations of the Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to internal employees only as is reasonably required. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, resell, or otherwise disclose or distribute to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information, except as used and disclosed where applicable in written chimney inspection reports for consumers as the result of a contracted and completed chimney or appliance inspection. Confidential Information shall not be shared with any individual or entity engaged in the same or similar business as the Receiving Party or the Disclosing Party or to any party who is or who may be in direct competition to the Disclosing Party.
- The Receiving Party shall delete any digitally stored or accessible copies of Confidential Information immediately if the Disclosing Party requests it in writing. If applicable the Receiving Party shall return to the Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if the Disclosing Party requests it in writing. An email shall constitute a written request.
- Acceptance of Liability. The Receiving Party acknowledges and agrees that the unauthorized disclosure or use, or negligent disclosure or use, of any of the Confidential Information by it, or a third party may cause irreparable loss, harm or damage, and accordingly the Receiving Party and all its principals accept full liability for any losses the Disclosing Party sustains as a result of the actions or non-compliance of the Receiving Party with the terms of this agreement.
- Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
- Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
- AS IS. Except as represented in this agreement, all work product provided by the Disclosing Party is provided “AS IS”. Other than as provided in this agreement, the Disclosing Party makes no other warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of fitness for a particular purpose.
- Included. The Confidential Information provided by the Disclosing Party to the Receiving Party includes descriptive notes for use in written chimney inspection reports. These include a spreadsheet of all existing notes and a PDF summary of most but possibly not all notes as contained in the spreadsheet.
- Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
- Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.
- Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.