Confidentiality

We protect privileged information and
keep them highly confidential.

1. Purpose

To further a business relationship between you, the client, and Lexcode, it is necessary and desirable that you disclose certain proprietary business information, which we consider confidential.

2. Definition

“Confidential Information” includes information, technical data, or know-how, which includes, but is not limited to, the client’s research, products, software, services, developments, inventions, processes, designs, drawings, engineering, marketing, or finances, disclosed by you either directly or indirectly in writing, orally, or by drawing or inspection of parts or equipment. It shall include, but not be limited to, all written materials you furnished to Lexcode.

3. Disclosure

Lexcode agrees not to disclose confidential information to any person or entity, and to make our best efforts to prevent inadvertent disclosure to others. We commit to treat client confidentiality with the same or a greater degree of care we use in treating our own proprietary information.

4. Property Rights; Return of Materials

All materials, including, without limitation, documents, drawings, models, apparatus, sketches, designs, and lists, you furnished to Lexcode shall remain your property, and nothing contained herein shall be construed as giving us any license or rights with respect to any information or materials that may be disclosed to us, including Confidential Information along with all copies made thereof and all documents or things that contain any of its portion.

5. Disclosure to Client

Communications from Lexcode to the your personnel and authorized representatives shall not be in violation of the proprietary rights of any third party and shall be made without any obligation of confidence.

6. Disclosure to Lexcode

Prior to disclosing any Confidential Information to any of its employees, agents, affiliates, or any other party, Lexcode shall notify you, in writing, of the names of any such person or persons and the relationship of such person or persons to us, and we shall not disclose any Confidential Information to such person or persons until the Company shall have approved such disclosures and shall have obtained from each such person or persons an executed Nondisclosure Agreement substantially in the same form as this.

7. Remedies

Lexcode acknowledges that compliance with the provisions of this agreement is necessary to protect your proprietary interests. We further acknowledge that any unauthorized use or disclosure to any third party in breach of our confidentiality agreement will result in irreparable and continuing damage to the Client and agree that in the event of such breach, you shall be authorized and entitled to obtain immediate injunctive relief and any other rights or remedies to which you may be entitled. In addition, in the event that a court of competent jurisdiction shall decide that Lexcode has materially breached our agreement, Lexcode shall reimburse you of the costs of any court proceedings and reasonable attorneys’ fees.

8. Miscellaneous

Failure to enforce any provisions of any nondisclosure agreement shall not constitute a waiver of any of its terms. Those contain the entire agreement of, and supersedes any and all prior understandings, arrangements, and agreements between the parties, whether oral or written, with respect to the subject matter here. This agreement is binding upon and for the benefit of the parties, their successors, and assigns, provided that the nondisclosure obligations may not be assigned without your written consent.