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1.1. User recognizes and acknowledges that User will have access to certain information of members of the Company Group (as defined below) and that such information is confidential and constitutes valuable, special and unique property of such members. The parties agree that Principal has a legitimate interest in protecting the Protected Information (as defined below). The parties agree that Principal is entitled to protection of its interests in the Protected Information. User shall not at any time, either during or subsequent to the term of this Agreement, disclose to others, use, copy or permit to be copied, except in pursuance of its duties for an on behalf of Principal, its successors, assigns or nominees, any Protected Information of any member of the Company Group (regardless of whether developed by User) without the prior written consent of Principal, or use or disclose, furnish or make accessible to anyone, directly or indirectly any Protected Information in any unauthorized manner or for any unauthorized purpose (as defined below).
1.2. User acknowledges that the use or disclosure of the Protected Information to anyone or any third party could cause monetary loss and damages to Principal. The parties further agree that in the event of a violation of this covenant against non-use and non-disclosure of Protected Information, that Principal shall be entitled to a recovery of damages from User and/or an injunction against User for the breach or violation or continued breach or violation of this covenant.
1.3. User agrees that in the event that it is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, User will provide Principal with prompt notice of such required disclosure so that Principal may seek an appropriate protective order and/or waive User’s compliance with the provisions of this Section 3. If, in the absence of a protective order or the receipt of a waiver there under, User is advised by its counsel that such disclosure is necessary in order to comply with such court order, decree, rule, regulation or law, User may disclose such information (only to the extent required) without liability hereunder.
1.4. Both parties agree to protect Protected Information and may only disclose such information to its employees having a need to know and who are otherwise bound by confidentiality obligations at least as restrictive as those contained in the Agreements. Both parties shall use the same care to prevent disclosure of the other party’s Protected Information as it uses with respect to it own Protected Information. Further, both parties shall only use Protected Information to the extent necessary to perform its obligations set forth in the Agreements. The receiving party will not reproduce the disclosing party’s Protected Information in any form except as required to accomplish the intent of the Agreements.
1.5. Security Breach of Protected Information: The parties shall notify the other party immediately, and agree to cooperate fully, in the event of any unauthorized access, any loss, or unauthorized disclosure of any Protected Information. Except as may be required by law, the parties agree to take no action with respect to notification of such unauthorized access to Protected Information without the other party’s express consent ad according to specific instruction.
1.6. Proper Disposal of Consumer Information: Both parties represent that they have implemented reasonable measures to protect against unauthorized access or use of the information in connection with the disposal of customer information.
1.7. As used herein, "Company Group" means Principal, and any entity that directly or indirectly controls, is controlled by, or is under common control with Principal, and for purposes of this definition “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise. “Company Group” shall mean the broadest of application to all Principal’s businesses, dba’s and affiliated companies, including but not limited to Relief Solutions International, RSI and any other entity or business model that Principal has created or shared with User during the time of its employment relationship with Principal or Principal’s businesses.
1.8. As used herein, ”Protected Information” means trade secrets, confidential or proprietary information and all other confidential ideas, intellectual properties, technical information, knowledge, know-how, information, documents or materials owned, developed or possessed by the Principal, whether in tangible or intangible form, pertaining to the business of the Principal, known or intended to be known only to employees or agents of the Principal or other persons in a confidential relationship with the Principal including, but not limited to, research and development operations, systems, data bases, computer programs and software, designs, models, operating procedures, knowledge of the organization, products (including prices, costs, sales or content), processes, techniques, machinery, contracts, financial information or measures, business methods, future business plans, customers (including identities of customers and/or prospective customers, identities of individual contracts at business entities which are customers or prospective customers, preferences, businesses or habits), business relationships, and other information owned, developed or possessed by the Principal; provided, however, that Protected Information shall not include information that shall be come generally known to the public or the trade without violation of this Agreement.
1.9. As used herein, “Unauthorized” means: (A) in contravention of the published policies or procedures of the Principal; (B) otherwise inconsistent with the measures taken by the Principal to protect its interests in its Protected Information; (C) in contravention of any lawful instruction or directive, either written or oral, of any employee or agent of the Principal empowered to issue such instruction or directive; or (D) in contravention of any duty existing under law or contract.
2. Ownership of Work Product: User acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, discoveries, improvements, patents, trade secrets, designs, works, reports, computer software, flow charts and diagrams, procedures, data, documentation, ideas and writings and any and all applications and/or derivatives thereof, and all programs and any and all elements, applications and derivatives thereof, relating to the past, present or future business of Principal, that, alone or jointly with others, User may have discovered, conceived, created, made, developed, reduced to practice, acquired or otherwise disclosed or furnished to Principal, from the date hereof to the present, or may, from the date of this Agreement through its termination, discover, conceive, create, make, develop, reduce to practice, acquire, or otherwise disclose or furnish to Principal (collectively, the “Developments”) are works made for hire and shall remain the sole and exclusive property of Principal and may be used and exploited, in whole or in part, by Principal and its licensees in any manner and media whatsoever throughout the world in perpetuity, and User hereby assigns to Principal all of their right, title and interest in and to all such Developments. User agrees to promptly and fully disclose all future Developments to the Principal and, at any time upon request and at the expense of Principal, execute, acknowledge and deliver to the Principal all instruments that the Principal shall prepare, give evidence, and take all other actions that are necessary or desirable in the opinion of the Principal to enable the Principal to file and prosecute applications for and to acquire, maintain and enforce all letter patent, trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary or desirable by the Principal. All memoranda, notes, lists, drawings, records, files, computer tapes, programs, software, source and programming narratives and other documentation (and all copies thereof) made or compiled by User or made available to User concerning the Developments or otherwise concerning the past, present or planned business of the Principal shall be the exclusive property of the Principal and shall be delivered to the Principal by User promptly upon the termination of User’s employment with the Principal. The term “Developments” shall not include, and the foregoing paragraph shall not apply to, any development conceived by User for which no equipment, supplies, facility or Protected Information of the Principal was used and which was developed entirely on User’s own time, unless: (a) the invention relates (i) to the business of the Principal, or (ii) to the Principal’s actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by User for the Principal.
3. Delivery of Documents upon Termination. User shall deliver to Principal or its designee at the termination of User’s services all correspondence, memoranda, notes, records, drawings, sketches, plans, customer lists, product compositions, and other documents and all copies thereof, made, composed or received by User, solely or jointly with others, that are in User’s possession, custody, or control at termination and that are related in any manner to the past, present, or anticipated business or any member of the Company Group. In this regard, User hereby grants and conveys to Principal all right, title and interest in and to, including without limitation, the right to possess, print, copy, and sell or otherwise dispose of, any reports, records, papers, summaries, photographs, drawings or other documents, and writings, and copies, abstracts or summaries thereof, that may be prepared by User or under its direction or that may come into its possession in any way during the term of this Agreement that relate in any manner to the past, present or anticipated business of any member of the Company Group.