This agreement (“Agreement”) is between you (“You” and “Your”) and Stillwell, Inc., a Minnesota corporation with offices at 12401 Washburn Ave S, Burnsville Minnesota, 55337 (“Stillwell”). This Agreement sets forth the terms and conditions under Stillwell agrees to provide You with confidential
You understand that the contents of this email message (“Email”), including text, images, and attachments, was sent to you with the expectation that you will keep this Email confidential.
You agree to the following terms and conditions:
1. The Confidential Information. The confidential information (“Confidential Information”) subject to this Agreement includes this Email and all technical and business information, provided by Stillwell or its subsidiaries or affiliates, directly or indirectly, during the term of this Agreement related to Stillwell’s products and services. Confidential Information in tangible form includes information marked “confidential,” “proprietary,” “secret,” or a similar legend. Stillwell will endeavor to mark information provided to You under this Agreement to indicate the confidential nature, however, failure by Stillwell to mark the information does not constitute a waiver of confidentiality. Confidential Information that is orally disclosed will also be subject to this Agreement.
The term of this Agreement will be from the first date you are sent an Email referencing this Agreement (“Effective Date”) to the first anniversary thereof. Each Party may terminate this Agreement at any time upon written notice to the other Party. The obligations of You under this Agreement shall continue until the twentieth anniversary (20 years) of the expiration or termination of this Agreement.
2. Exceptions. This agreement will not apply to any information that:
a) is or becomes available to the general public through no fault of You;
b) was in Your possession before being disclosed to it by Stillwell; or
c) is disclosed to You without obligation of confidence by a third party that has no obligations to Stillwell with respect to the information.
3. Non-Disclosure and Non-Use. You shall use reasonable efforts to retain all Confidential Information received under this Agreement in confidence. The “reasonable efforts” that You use will be at least as stringent as those that You use to protect your own information that You consider
proprietary and do not wish to become available to the general public. However, in no case shall those efforts be less than what is reasonably expected and customary for the protection of proprietary information. You will not use the Confidential Information of Stillwell for any purpose except for purposes of providing certain services to Stillwell and/or evaluating a potential business opportunity with Stillwell (“Purposes”). You will limit disclosure and access to the Confidential Information of Stillwell to those of Your employees who need to receive it and only to the extent necessary for the Purposes.
4. Return of Confidential Information. Stillwell may, at any time, request in writing the return or destruction of all or part of its Confidential Information previously disclosed, and all copies thereof, and You will promptly comply with such request, and certify in writing its compliance. For purposes of this Agreement the term “copies” includes, without limitation, all documents and other materials containing and/or embodying any portion of the Confidential Information.
5. Required Disclosures. This Agreement will not prohibit You from making any disclosure that is required by law, governmental regulation, court order, or subpoena that is valid on its face, provided that You gives Stillwell reasonable notice of any required disclosure as soon as practicably possible before disclosing any of the Confidential Information and in time to permit Stillwell to take appropriate measures to protect its confidentiality.
6. Duty to Inform Employees. You will limit disclosure of Confidential Information to Your employees who are legally required to keep such information confidential and restrict its use. You will inform Your employees who receive the Confidential Information of Your obligations under this Agreement, and You will be responsible for a breach by any employee of such obligations.
7. No Patent Applications. Unless permitted by Stillwell, You will not file any patent application based on or incorporating any of the Confidential Information or the results of evaluations of the Confidential Information. The obligations of this Section 8 shall survive indefinitely.
8. No Licenses. No license or immunity is granted by this Agreement, either directly or by implication, estoppel, or otherwise, under any patent, copyright, or intellectual property right. No information that may be disclosed pursuant to this Agreement shall constitute any representation, warranty, assurance, or guarantee by Stillwell with respect to the infringement of patents, copyrights or other rights of others.
9. Export of Information. Confidential Information disclosed hereunder is subject to export control and economic sanction laws and regulations of the United States and any other country in which Stillwell and You are established, including the U.S. Export Administration Regulations and the economic and trade sanctions administered by the U.S. Treasury Office of Foreign Assets Control. You must comply strictly with all applicable import and export laws that may apply to the Confidential Information. You agree that You will not export, re-export, transfer, or divert (collectively, “Transfer”) any Confidential Information or the direct products thereof in any manner that would cause Stillwell or You to violate any applicable export control or economic sanctions laws or regulations, including without limitation, in the following manner: (i) to embargoed or sanctioned countries or any national or resident thereof; (ii) to any person on the U.S. Department of Treasury List of Specially Designated Nationals, the US. Department of Commerce Denied Parties or Entities List, or to any person on any comparable list maintained by any US agency or other applicable jurisdiction or (iii) to any person or entity when You know, or have reason to know, that an illegal Transfer will take place.
10. Assignment of Rights. This Agreement may not be assigned by You without the prior express written consent of Stillwell. This Agreement will be binding upon and inure to the benefit of the Parties and their lawful successors and assigns.
11. Governing Law & Venue. This Agreement will be governed by the laws of the State of Minnesota without reference to conflict of laws principles, if any. The courts in Minnesota will have exclusive venue for claims or disputes related to this Agreement.
12. Severability & Interpretation – If any provision of this Agreement is held unenforceable, then such provision should be interpreted or revised (i.e. Blue Pencil doctrine) to give the fullest possible effect enforceable by law. All remaining provisions of this Agreement shall remain in full force and effect.
13. General. This Agreement constitutes the sole and entire agreement between the Parties with respect to the Confidential Information; it supersedes any and all prior or contemporaneous oral or written agreements, negotiations, communications, understandings and terms, whether express or implied
regarding the Confidential Information, and may not be amended except in a writing signed by a duly authorized representative of the respective Parties. This Agreement is neither intended to nor will it be construed as creating a joint venture, partnership, or other form of business association
between the Parties, nor an obligation to buy or sell products using or incorporating the Confidential Information. The failure of either Party to enforce any right resulting from breach of any provision of this Agreement by the other Party will not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder. Stillwell disclaims all warranties regarding Confidential Information disclosed pursuant to this Agreement, including all warranties as to the accuracy or utility of such Confidential Information.