Thank you for your interest in becoming a member of our beta program at iTOVi. As a member, you will occasionally be called upon to give us feedback on our current product offering and on future projects we are working on. We know we can’t do it alone so we appreciate your willingness to help us make iTOVi better.
Please read through the Non-Disclosure Agreement below and fill out the required information. This will enroll you in an exclusive mailing list so we can stay in contact. Thank you!
NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
WHEREAS, in connection with a possible transaction between Recipient and Discloser, Recipient has requested information concerning the concepts, development, marketing, distribution, operations, management and/or finances of a business being developed by Discloser related to code review, software, and business processes. As a condition of and in consideration of Discloser furnishing such information, Recipient agrees to treat any such information (referred to as the “Confidential Information”) in accordance with the provisions of this Agreement.
NOW THEREFORE the parties hereto, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:
1.1 Confidential Information. The information to be treated as a “Confidential Information” shall include, but is not limited to, all memoranda, notes, information, records, maps, research results, business projections, business and research notebooks, data, formulae, specifications, business plans and marketing plans and information, vendor and supplier lists, and client lists and client contacts, client characteristics, employee identities, employee characteristics, employee compensation, business methods, designs, plans, technology and business strategies.
1.1.1 Information Not Considered Confidential. Confidential Information shall not include information that: (i) is generally known or in the public domain at the time of disclosure; (ii) subsequently becomes generally available to the public through no wrongful act of Recipient; (iii) Recipient rightfully had in his/her possession prior to the information being disclosed by Discloser to Recipient; (iv) Recipient has developed and documented prior to disclosure; or (v) Recipient rightfully obtains from a third party who has the right to transfer or disclose such information.
1.2 Prohibited Persons. Any person or entity: (i) not directly affiliated with the respective parties (ii) directly affiliated with the respective parties who in the normal scope of such affiliation does not have access to, nor the authority to access the Confidential Information, (iii) who is a member of the general public, or (iv) who is in competition with the respective parties.
2. Non-Disclosure of Confidential Information and Non-competition
2.1 Recipient agrees not to disclose to any Prohibited Persons any Confidential Information, directly or indirectly, and whether for compensation or no compensation, without the express written consent of Discloser. Any such written consent shall be strictly construed in its scope and interpretation against disclosure of Confidential Information, shall be strictly construed in its scope to maximize the definition of Prohibited Persons, and shall be strictly construed in its scope to limit the amount of information that constitutes Confidential Information.
2.2 Recipient may disclose Confidential Information to its affiliates, directors, officers, employees, agents, advisors, attorneys and accountants on a need to know basis only. Recipient will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own Confidential Information.
2.3 Non-Competition. Through this Agreement, the parties undertake to protect all parties’ interest in this transaction and further undertake not to make attempts to exclude any party from the business in question or any subsequent business resulting from this or any future transaction.
3. Duration of The Non-Disclosure Portion of Agreement . The length of time this Nondisclosure portion of this Agreement is to remain in effect is for a period of five (5) years, or until released in writing by Discloser.
4. Attorney’s Fees. Should either party hereto, or any heir, personal representative, successor or assign of wither party hereto, resort to litigation to enforce this Agreement, the party or parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys’ fees and costs in such litigation from the party or parties against whom enforcement was sought.
5. Entire Agreement. This Agreement contains the entire understanding between the parties hereto and supersedes any prior written or oral agreements, representations or warranties between them respecting the subject matter hereof.
6. Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
7. Assignment. This Agreement may not be assigned without the Discloser’s prior written consent.
8. Governing Law. This Agreement shall be construed in accordance with, and all actions arising hereunder shall be governed by, the laws of the State of Utah. This Agreement is subject to exclusive jurisdiction and venue of the courts located in the County of Utah, State of Utah, except that enforcement of an arbitration award or claim for equitable relief may be enforced in any court having jurisdiction.
9. Modifications. This Agreement may only be modified or amended by a writing signed by both parties, or a provision waived by a writing signed by the waiving party.
10. Successors and Assigns. This Agreement is binding on the parties permitted successors and assigns.
11. Notice. All notices, consents, approvals and waivers made or given by Disclosure in connection with this Agreement must be in writing to be effective. All notices required to be given hereunder or by operation of law in connection with the enforcement hereof shall be deemed given upon delivery if delivered personally (which includes notices delivered by messenger, telecopy, telephone facsimile or courier) or, if delivered by mail, shall be deemed given after being deposited by certified mail in any duly authorized United States mail depository, postage prepaid.
12. Headings. Captions and headings appearing in this Agreement are used only as a matter of convenience and are not intended to and do not define, limit, construe or describe the scope or intent of any sections or paragraphs or in any way affect the interpretation of the terms and conditions of this Agreement.
13. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall constitute one and the same instrument. This Agreement may be executed by facsimile.
14. Authority to Enter Agreement. The party executing this Agreement has full power, authority and legal capacity to enter into and to carry out this Agreement and Recipient has taken or will take all necessary action to authorize the execution, delivery and performance by Recipient of this Agreement and all other documents or instruments required in connection with this Agreement.
By filling in the information below and submitting your request, you will be legally bound to not disclose to anyone any information that iTOVi shares as part of the beta program.
This can include, but is not limited to:
- New Products
- App Revisions
- Focus Group Feedback
- Referral Program
Until there is official public communication from iTOVi about something new, this information is not to be shared in any way, including on social media platforms. If you do not agree to these terms, please do not fill out the information. Please use your personal information and not your social media handle or username. The email address should be the same as your iTOVi Customer email address. You can only submit this information for yourself.