Terms of Agreement
By purchasing the Report you agree as follows:
1. All information contained in or relating to the Report (including any financial, statistical or other data, modeling or information contained therein or related thereto, the "Report"), whether in oral, written, graphic, electronic or other form, furnished by Rotary Gallop LLC (“Rotary Gallop”) to you as purchaser of the Report (the “Receiving Party”) shall be deemed to be “Proprietary Information.” In particular, Proprietary Information includes, without limitation, any trade secrets, confidential information, ideas, inventions or research and development information; matters of a technical nature, including technology; notes, products, know-how, engineering or other data (including test data and data files); specifications, processes, techniques, formulae or work-in-process; programs, procedures (including operating procedures), processes, methods, guidelines, policies, proposals or contracts; computer software, data bases or programming; and any other information which, if divulged to a third party, could have an adverse impact on the Rotary Gallop, or on any third party to which it owes a confidentiality obligation. You expressly waive any right to Rotary Gallop’s intellectual property, methodologies, ideas, concepts, techniques, know-how, processes, formulas, costs, developments, experimental works, works in progress, trade secrets, or any other matters relating to the creations, technical information or business of Rotary Gallop (“IP”), and you expressly agree to not directly or indirectly attempt to isolate, reverse engineer or misuse the IP.
2. Receiving Party shall prevent the unauthorized use or disclosure of Rotary Gallop’s Proprietary Information, and shall not, without Rotary Gallop’s prior written consent, disclose or otherwise make available, directly or indirectly, any item of Rotary Gallop’s Proprietary Information to any person or entity other than no more than an aggregate of five (5) individuals employed by or working for the Receiving Party and its affiliates, including employees, managers, partners, retained counsel and financial advisors of the Receiving Party (collectively, “Representatives”), to the extent such Representatives reasonably need to know the same in order to evaluate such Proprietary Information to make decisions or render advice in connection therewith. The Receiving Party shall advise its Representatives who have access to Rotary Gallop’s Proprietary Information of the confidential and proprietary nature thereof, and agrees that either such Representatives shall agree to terms of confidentiality and restrictions on use set for in this Agreement. Rotary Gallop will be a third party beneficiary of that agreement. It is further agreed that the Receiving Party shall be liable for a breach of such terms.
3. The Receiving Party and its Representatives shall use Rotary Gallop’s Proprietary Information solely for the purposes of evaluating such Proprietary Information, or making decisions or rendering advice in connection therewith. Neither the Receiving Party nor any Representative shall make any other use of Rotary Gallop’s Proprietary Information without Rotary Gallop’s specific written authorization.
4. All Proprietary Information of Rotary Gallop (including all copies thereof) shall be and at all times remain the property of Rotary Gallop.
5. Nothing in this Agreement shall be construed, by implication or otherwise, as a grant of any right or license to trademarks, inventions, copyrights or patents, as a grant of a license to Receiving Party to use any of Rotary Gallop’s Proprietary Information except as expressly set forth herein, or as an obligation by Rotary Gallop to enter into any further agreements relating to any Proprietary Information or any possible business relationship. Nothing herein shall create or imply any joint venture, partnership or other business arrangement or understanding.
6. This Agreement shall continue in full force and effect perpetually.
7. THIS AGREEMENT WILL BE GOVERNED BY AND BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. DISPUTES INVOLVING OR ARISING FROM THIS DISCLAIMER WILL BE RESOLVED IN A FEDERAL OR STATE COURT LOCATED IN HARRIS COUNTY, TEXAS. THE PARTIES IRREVOCABLY (i) CONSENT TO AND HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND (ii) WAIVE ALL OBJECTIONS TO SUCH VENUE, INCLUDING CLAIMS OF INCONVENIENT FORUM.
8. This Agreement contains the final, complete and exclusive agreement of the parties relative to confidentiality, and replaces and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. This Agreement may be amended or modified only by a written instrument executed by a duly authorized officer or other party of each party, and shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. To the extent any provision of this Agreement or the application thereof is found by a proper authority to be invalid or unenforceable, it shall be considered deleted herefrom, and the remainder of this Agreement shall continue in full force and effect.
9. Each party acknowledges and agrees that in the event of any breach of this Agreement, Rotary Gallop will suffer immediate and irreparable harm not compensable with cash and so will be entitled to seek specific performance and injunctive relief as remedies therefor, as well as any other remedies available at law or in equity, all without posting bond or other security.
1. All information contained in or relating to the Report (including any financial, statistical or other data, modeling or information contained therein or related thereto, the "Report"), whether in oral, written, graphic, electronic or other form, furnished by Rotary Gallop LLC (“Rotary Gallop”) to you as purchaser of the Report (the “Receiving Party”) shall be deemed to be “Proprietary Information.” In particular, Proprietary Information includes, without limitation, any trade secrets, confidential information, ideas, inventions or research and development information; matters of a technical nature, including technology; notes, products, know-how, engineering or other data (including test data and data files); specifications, processes, techniques, formulae or work-in-process; programs, procedures (including operating procedures), processes, methods, guidelines, policies, proposals or contracts; computer software, data bases or programming; and any other information which, if divulged to a third party, could have an adverse impact on the Rotary Gallop, or on any third party to which it owes a confidentiality obligation. You expressly waive any right to Rotary Gallop’s intellectual property, methodologies, ideas, concepts, techniques, know-how, processes, formulas, costs, developments, experimental works, works in progress, trade secrets, or any other matters relating to the creations, technical information or business of Rotary Gallop (“IP”), and you expressly agree to not directly or indirectly attempt to isolate, reverse engineer or misuse the IP.
2. Receiving Party shall prevent the unauthorized use or disclosure of Rotary Gallop’s Proprietary Information, and shall not, without Rotary Gallop’s prior written consent, disclose or otherwise make available, directly or indirectly, any item of Rotary Gallop’s Proprietary Information to any person or entity other than no more than an aggregate of five (5) individuals employed by or working for the Receiving Party and its affiliates, including employees, managers, partners, retained counsel and financial advisors of the Receiving Party (collectively, “Representatives”), to the extent such Representatives reasonably need to know the same in order to evaluate such Proprietary Information to make decisions or render advice in connection therewith. The Receiving Party shall advise its Representatives who have access to Rotary Gallop’s Proprietary Information of the confidential and proprietary nature thereof, and agrees that either such Representatives shall agree to terms of confidentiality and restrictions on use set for in this Agreement. Rotary Gallop will be a third party beneficiary of that agreement. It is further agreed that the Receiving Party shall be liable for a breach of such terms.
3. The Receiving Party and its Representatives shall use Rotary Gallop’s Proprietary Information solely for the purposes of evaluating such Proprietary Information, or making decisions or rendering advice in connection therewith. Neither the Receiving Party nor any Representative shall make any other use of Rotary Gallop’s Proprietary Information without Rotary Gallop’s specific written authorization.
4. All Proprietary Information of Rotary Gallop (including all copies thereof) shall be and at all times remain the property of Rotary Gallop.
5. Nothing in this Agreement shall be construed, by implication or otherwise, as a grant of any right or license to trademarks, inventions, copyrights or patents, as a grant of a license to Receiving Party to use any of Rotary Gallop’s Proprietary Information except as expressly set forth herein, or as an obligation by Rotary Gallop to enter into any further agreements relating to any Proprietary Information or any possible business relationship. Nothing herein shall create or imply any joint venture, partnership or other business arrangement or understanding.
6. This Agreement shall continue in full force and effect perpetually.
7. THIS AGREEMENT WILL BE GOVERNED BY AND BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. DISPUTES INVOLVING OR ARISING FROM THIS DISCLAIMER WILL BE RESOLVED IN A FEDERAL OR STATE COURT LOCATED IN HARRIS COUNTY, TEXAS. THE PARTIES IRREVOCABLY (i) CONSENT TO AND HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND (ii) WAIVE ALL OBJECTIONS TO SUCH VENUE, INCLUDING CLAIMS OF INCONVENIENT FORUM.
8. This Agreement contains the final, complete and exclusive agreement of the parties relative to confidentiality, and replaces and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. This Agreement may be amended or modified only by a written instrument executed by a duly authorized officer or other party of each party, and shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. To the extent any provision of this Agreement or the application thereof is found by a proper authority to be invalid or unenforceable, it shall be considered deleted herefrom, and the remainder of this Agreement shall continue in full force and effect.
9. Each party acknowledges and agrees that in the event of any breach of this Agreement, Rotary Gallop will suffer immediate and irreparable harm not compensable with cash and so will be entitled to seek specific performance and injunctive relief as remedies therefor, as well as any other remedies available at law or in equity, all without posting bond or other security.