Your Non Disclosure Agreement with Unidigi and the Unified Numbering Project
Last Updated: June 22nd, 2014
Upon your use of any UNIDIGI site or service you understand and agree that this Agreement is effective and binding upon you, hereafter “Recipient”. Unidigi intends to share certain “information” that is considered to be confidential or proprietary in nature, and desires to retain the confidentiality of said information for the benefit of YOU and others as users of the Unified Numbering Network including UNIDIGI AND any of its affiliates sites and services. It is hereby acknowledged that confidentiality is important to UNIDIGI and YOU and you therefore agree as follows:
1. In the course of offering its services UNIDIGI must disclose valuable information to Recipient which may be in any form or media, written, verbal, drawings, data, etc., that is considered to be confidential and/or proprietary; and
2. Recipient shall hold the information confidential in no less than reasonable care, subject to the terms of this Agreement; and
3. Shall not disclose the information to any third party in any manner/s not specifically allowed for herein; and
4. This Agreement imposes no obligation upon Recipient with respect to Information that (a) was in Recipient’s possession before the terms of this Agreement; (b) is or becomes available to the public through no fault of Recipient or UNIDIGI.
5. In the event that recipient is requested in any legal proceeding to disclose any information, recipient will provide UNIDIGI with prompt notice of such request so that UNIDIGI may seek and obtain an appropriate protective order. If, in the absence of a protective order, the recipient is nonetheless compelled to disclose information by a court or governmental authority competent to order such disclosure, recipient may disclose the information without liability for doing so; provided, however, that the recipient shall provide UNIDIGI with written notice of the information to be disclosed as far in advance of its disclosure as is possible and upon UNIDIGI’s request, recipient shall use all reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.
6. This Agreement controls Information which is disclosed by UNIDIGI to recipient for a period of two (2) years after the receipt of information therefore this Agreement shall continue until the sooner of twenty four (24) months hereafter or until terminated in writing by both parties. The obligation to protect the confidentiality of information received prior to such termination shall survive the termination of the Agreement for a period of 24 months.
7. Nothing contained in this Agreement or in any discussions undertaken or disclosures made pursuant hereto shall:
A. be interpreted or relied upon by either party as a commitment or intent to purchase or sell any products or services or to engage in any business relationship, contract, or future dealing with the other party; or
B. be construed a granting or conferring any rights by license or otherwise in any information provided by UNIDIGI to the recipient of the information; or
8. The information shall be deemed the property of UNIDIGI and upon request by UNIDIGI, the recipient shall, no later than 10 days after such request, permanently delete or if in physical form/s, return to UNIDIGI all property and information, including all copies, summaries, notes and analyses thereof, and provide written confirmation that all such actions have been taken.
9. This Agreement constitutes the entire agreement of the parties with respect to its subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, publications, and understandings of any nature whatsoever.
10. Recipient shall protect any disclosed Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of the Information, as UNIDIGI uses to protect its own confidential information of a like nature. Recipient stipulates that any information provided by UNIDIGI, whether on paper, communicated electronically or orally, or in any other form, is confidential and proprietary, and has independent economic value, and as such the information constitutes the confidential property of UNIDIGI.
11. Recipient understands and agrees that all information, which UNIDIGI obtained from those who participate in the development or operation of its products, is privileged and confidential. Recipient agrees not to disclose any information to any third party, without the prior written consent of UNIDIGI, unless required by law or court order.
12. During the term of this Agreement, Recipient agrees not to interfere with UNIDIGI’s business relationship with any of its clients, networks, vendors, business contacts, strategic partners or Representatives, including others representing a competitor of UNIDIGI or those possible of becoming a competitor to UNIDIGI.
13. In the event that Recipient is required by Judicial or administrative process or requests to disclose information; said Recipient shall promptly notify UNIDIGI in writing and allow UNIDIGI a reasonable time to oppose such process.
14. Recipient represents that it has not materially relied upon any warranties (express or implied) or representations of the UNIDIGI concerning the likelihood of success of any work to be performed by Recipient. Recipient hereby forever releases and discharges UNIDIGI from any and all claims, demands, liabilities, damages and expenses that may result from the failure of such work.
15. UNIDIGI does not intend that any agency, joint venture or Partnership relationship be created whatsoever between it and Recipient by executing this Agreement. Additionally, Recipient shall not expect or assume any type of business relationship to result from this Agreement in the future. This Agreement is for the sole purpose of governing the disclosure of confidential information between UNIDIGI and Recipient.
16. Upon the termination of the relationship with the Recipient or if Recipient severs the relationship with the UNIDIGI on their own accord, Recipient shall immediately return all documents and other written, graphical or electronic records or documentation, and any and all other material of any kind, relating to any of the Confidential Information, and will not retain any copies, extracts or other reproductions of any such material, in whole or in part.
17. This Agreement shall be interpreted according to the laws of the State of Washington and the United States of America. In any action brought with respect to this Agreement, Recipient hereby consents to the personal jurisdiction of each federal and state court in the State of Washington, City of Spokane.
18. You as a recipient of information from UNIDIGI are welcome to pass along such information to anyone you have reasonable cause to believe would be a supporter of the Unified Numbering Project provided you have some reliable intelligence that any such would be supporter is not a part of any secret society such as those listed in part 19 hereunder. If you are knowledgable of any persons affiliation with such groups you shall refrain from disclosing information regarding Unidigi and the Unified Numbering Project with them.
19. You hereby promise that you yourself and no one you refer are supporters, affiliates or members current nor pending of the; Free Masons, Knights of Templar, Skull and Bones, Illuminati, Hermetics, Zionists, Bilderburgs, Order of Death Rosicrucians or any group stemming therefrom or closely associated therewith.
If there are any questions regarding this agreement you may use the “Contact Us” button at the top of the page or by mail at the this address:
30 N Gould Street Suite R
Sheridan, WY 82801