Software engineering ethics and conduct when hiring
Lindotiger.
1.
Confidential
Information.
Customers
disclose certain of its confidential and proprietary information (the
"Confidential Information") to Lindotiger referred as recipient.
Confidential Information shall include all data, materials, products,
technology, computer programs, specifications, manuals, business plans,
software, marketing plans, financial information,
Tel:
916-459-4671
and
other information disclosed or submitted, orally, in writing, or by any other
media, to Recipient by Customer. Confidential Information disclosed orally shall
be identified as such within five (5) days of disclosure. Nothing herein shall
require Customer to disclose any of its information.
2.
Recipient's
Obligations.
A.
Recipient agrees that the Confidential Information is to be considered
confidential and proprietary to Customer and Recipient shall hold the same in
confidence, shall not use the Confidential Information other than for the
purposes of its business with Customer, and shall disclose it only to its
officers, directors, or employees with a specific need to know. Recipient will
not disclose, publish or otherwise reveal any of the Confidential Information
received from Customer to any other party whatsoever except with the specific
prior written authorization of Customer.
B.
Confidential Information furnished in tangible form shall not be duplicated by
Recipient except for purposes of this Agreement. Upon the request of Customer,
Recipient shall return all Confidential Information received in written or
tangible form, including copies, or reproductions or other media containing such
Confidential Information, within ten (10) days of such request. At Recipient's
option, any documents or other media developed by the Recipient containing
Confidential Information may be destroyed by Recipient. Recipient shall provide
a written certificate to Customer regarding destruction within ten (10) days
thereafter.
3.
Term.
The
obligations of Recipient herein shall be effective three
(3) years from the date Customer last discloses any Confidential
Information to Recipient pursuant to this Agreement. Further, the obligation not
to disclose shall not be affected by bankruptcy, receivership, assignment,
attachment or seizure procedures, whether initiated by or against Recipient, nor
by the rejection of any agreement between Customer and Recipient, by a trustee
of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the
equivalent of any of the foregoing
under local law. The Customer agrees that the Recipient will not be liable for
any disclosures of Confidential Information made at the express direction or
order of a court of competent jurisdiction or local, state, or federal
regulatory body.
4.
Other
Information.
Recipient
shall have no obligation under this Agreement with respect to Confidential
Information which is or becomes publicly available without breach of this
Agreement by Recipient; is rightfully received by Recipient without obligations
of confidentiality; or is developed by Recipient without breach of this
Agreement; provided, however, such Confidential Information shall not be
disclosed until thirty (30) days after written notice of intent to disclose is
given to Customer along with the asserted grounds for disclosure.
5.
No
License.
Nothing
contained herein shall be construed as granting or conferring any rights by
license or otherwise in any Confidential Information. It is understood and
agreed that neither party solicits any change in the organization, business
practice, service or products of the other party, and that the disclosure of
Confidential Information shall not be construed as evidencing any intent by a
party to purchase any products or services of the other party nor as an
encouragement to expend funds in development or research efforts. Confidential
Information may pertain to prospective or unannounced products. Recipient
explicitly agrees that Confidential Information will not be used as a basis upon
which to develop or have a third party develop a competing or similar product.
6.
Competing
Employment of Recipient.
Customer
acknowledges that Recipient is in the business of providing design services,
software development, marketing solutions, website development, social network
development, and that Recipient may have been employed, may now be employed, or
may be employed in the future, by a company, entity, or organization that
competes, directly or indirectly, with Customer. The
Customer explicitly authorizes such competing employment of Recipient. The
Customer further agrees that, if the Recipient undertakes reasonable good-faith
steps to comply with # 2 of this Agreement, the Customer will hold the Recipient
harmless for any damages it actually or allegedly suffers as a result of market
competition.
7.
No
Publicity.
Tel:
916-459-4671
Recipient
agrees not to disclose its participation in this undertaking, the existence or
terms and conditions of the Agreement, or the fact that discussions are being
held with Customer.
8.
Governing
Law and Equitable Relief.
This Agreement shall be governed and construed in
accordance with the laws of the United States and the Commonwealth of Sa. All
actions and legal proceedings which in any way relate to this Agreement shall be
solely and exclusively brought, heard, conducted, prosecuted, tried, and
determined within the City of Sacramento, Sacramento County, California. It is the express intention of the
Customer and Recipient that the exclusive venue
of all legal actions and procedures of any nature whatsoever which relate in any
way to this Agreement shall be either the District Court Department of the Trial
Court of Sacramento California. The parties agree to waive their right to a
trial by jury. The Customer consents to said courts having personal jurisdiction
over the Customer in any action based on this Agreement. Recipient agrees that
in the event of any breach or threatened breach by Recipient, Customer may
obtain, in addition to any other legal remedies which may be available, such
equitable relief as may be necessary to protect Customer against any such breach
or threatened breach.
9.
Final
Agreement and Conflict with Future Agreements.
This
Agreement terminates and supersedes all prior understandings or agreements on
the subject matter hereof.
If
any term of clause of this Agreement conflicts with any term or clause of any
other writing signed by the parties, and the other writing does not explicitly
reference and explicitly supersede this Agreement, then the terms of this
Agreement shall govern and control the actions and liabilities of the parties.
This
Agreement may be modified in the future and publicly stated online.
10.
No
Assignment.
Recipient
may not assign this Agreement or any interest herein without Customer's express
prior written consent.
11.
Severability.
If
any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
12.
Notices.
Any
notice required by this Agreement or given in connection with it, shall be in
writing and shall be given to the appropriate party by personal delivery or by
certified mail, postage prepaid, or recognized overnight delivery services.
Either
party's failure to insist in any one or more instances upon strict performance
by the other party of any of the terms of this Agreement shall not be construed
as a waiver of any continuing or subsequent failure to perform or delay in
performance of any term hereof.
13.
Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
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last updated = 1/15/2008