TAKETHAT LISTING.COM, NON-COMPETITION, NON-DISCLOSURE OF CONFIDENTIAL AND PROPRIETARY INFORMATION
The Disclosing Party (herein after referred to as "the Company") and Receiving Party wish to discuss and exchange certain items and information related to business programs, products, applications, systems, components, technologies and business topics which the parties hereto consider highly confidential and proprietary information.
NOW THEREFORE, the parties hereto, intending to be legally bound in consideration of the mutual covenants and agreements set forth, hereby agree as follows:
I hereby agree with TakeThatListing.com that all information I am about to see is the confidential and proprietary information of the Company, and all such information shall be the sole owner of the patents, copyrights, trademarks and other rights in connection therewith. This confidential and proprietary information includes, but is not limited to, processes, concepts, ideas, developments, formulas, valuations, processes, structures, abstracts, data and results, test data, test results, research notes, income projections, patents, contracts, client lists, customer lists, advertising, financial statements, financial data, balance sheets, sketches, computer programs, tapes, recordings, drawings, notebooks, records, correspondence, memoranda, data, reports, file material, computations, or any other written document, oral communication audio tape, design, specifications, file or trade secret relating to the development, establishment, operation, marketing and research of the above described real estate web site.
This provision shall also include, without limitation, any other products and/or devices which the Company may investigate, develop, and/or commercially exploit from time to time. Confidential and proprietary information shall also include business plans, marketing plans and strategies, customers, and/or joint ventures, business relationships with third parties of whatever character, and other information relating to the business of the Company. I agree that I will hold in the strictest of confidence and in a fiduciary capacity this information, and not, directly or indirectly, divulge to others, nor make use thereof (except as authorized in writing by the Company or its duly authorized representative) any confidential and proprietary information. I further agree that any and all processes, concepts, ideas, developments, formulas, abstracts, test data and results, research notes, income projections, patents, valuations, client lists, customer lists, advertisers, sponsors, tax returns, financial statements, financial data, balance sheets, sketches, computer programs, tapes, recordings, drawings, notebooks, records, correspondence, memoranda, data, reports, file material, computations, or any other written document, or any other data developed by me while having discussions and/or negotiations with the Company, whether alone or in conjunction with others, is and shall remain the property of the Company and falls within the category of confidential and proprietary information set forth above, and that no part of said information, whether in the form produced by the Company while having discussions and/or negotiations with the Company, or in the event copied or committed to memory and thereafter put down on paper after those discussions and/or negotiations with the Company have been terminated, may be divulged or utilized by me, either directly or indirectly, for itself or for the benefit of others without the prior written consent of the Company. I understand that all of said material is the property of the Company and that I have no right whatsoever in or to any said material.
I hereby acknowledge and recognize my possession of confidential and proprietary information, and the highly competitive nature of the business of the Company. I accordingly agree that, in consideration of the premises contained herein, I will not, (i) directly or indirectly engage in any competitive business (defined as a business that designs, develops, manufactures, markets or sells a product, product line or service that competes with any product, product line or service of the Company as they presently exist or as may be in existence or development, whether such engagement shall be as an employer, officer, director, owner, employee, partner or other participant, (ii) assist others in engaging in any competitive business in the manner described in the foregoing clause (i), or (iii) induce employees of the Company, its affiliates or subsidiaries to terminate their association with the Company or such affiliate or subsidiary and/or engage in any competitive business.
I acknowledges that The Company is engaged in, among other things, the development, establishment, operation, marketing and research of the above described web site and other concepts, ideas and processes as described herein, and that this industry is highly competitive and that, should said confidential and or proprietary information be disclosed and/or utilized by others not connected with the Company, the Company would suffer irreparable damage and that should I breach any provision of this Agreement, the Company would be entitled to obtain an immediate restraining order and/or injunction against me restraining me from any further breach of this Agreement and that I may also be subject to monetary damages and other penalties.
It is the desire and intent of the parties hereto that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete there from the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, if any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law as it shall then appear. I understands that in the event that one or more provisions of this Agreement shall for any reason be held void or invalid or illegal or unenforceable in any respect, such voidance, invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such void, invalid, illegal or unenforceable provision had never been contained herein.
Any notice which a party is required or may desire to give pursuant to this Agreement shall be given by personal delivery or registered or certified mail, return receipt requested, addressed to the Employee at the address of the Employee of record with the Company and addressed to the Company at its principal office, or at such other place as either party may, from time to time, designate in writing. The date of personal delivery or the date of mailing any such notice shall be deemed to be the date of delivery thereof.
I acknowledge that in the event the Company is forced to seek legal recourse against me to protect its rights hereunder relating to a breach of this Agreement, the Company shall be entitled to recover from me any and all attorneys' fees and other costs incurred in connection therewith.
This Agreement and the rights and obligations of the parties hereto shall be binding on the heirs, administrators, successors, partners and assigns of all parties hereto.
This Agreement shall be construed and its performance enforced in accordance with the laws of the State of Indiana.
The foregoing is the entire agreement of the parties with respect to the subject matter hereof and may not be amended, supplemented, canceled or discharged except by written instrument executed by both parties hereto. This Agreement supersedes any and all prior agreements between the parties hereto with respect to the matters covered hereby.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Indiana with respect to contracts made and to be performed wholly therein.