Confidentiality and Solicitation PolicyEntreDot™ Confidentiality and Non-Solicitation Policy It is understood that the participants in the EntreDot™ Community (Partners, Contributors, Mentors, Experts, Entrepreneurs), (“Members”), are sharing business information and providing business advice and may on occasion have the need to provide each other with certain information that may be considered confidential. This policy is intended to protect confidential information that is shared within the bounds of the communications that take place within the EntreDot™ Community. In addition, the relationships within the EntreDot™ Community are conducted on a non-fee basis. If other business relationships are created between certain Members outside of the EntreDot™ Community, they should create whatever confidentiality agreements and/or contracts they need between themselves directly, without involving the EntreDot™ Community. Confidentiality – To ensure the protection of such information and in consideration of the agreement to exchange said information within the EntreDot™ Community, the Members agree as follows: 1. The confidential information to be disclosed under this Policy (“Confidential Information”) can be described as and includes: Technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure. In addition to the above, Confidential Information shall also include, and the Members shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered within thirty (30) days of the disclosure. 2. The Members shall use the Confidential Information only for the purpose of evaluating and responding to interactions between the various Members for purposes of advising one another on business issues. 3. The Members shall limit disclosure of Confidential Information within their own organizations to its directors, officers, partners and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without prior written consent. The Members shall satisfy their obligations under this paragraph if they take affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information. 4. This Policy imposes no obligation upon the Members with respect to any Confidential Information (a) that was possessed before receipt; (b) is or becomes a matter of public knowledge through no fault of receiving party; (c) is rightfully received from a third party not owing a duty of confidentiality; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing party; or (e) is independently developed. 5. The Members warrant that they have the right to make the disclosures under this Policy. 6. This Policy shall not be construed as creating, conveying, transferring, granting or conferring upon any Member any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Policy. 7. No Member has an obligation under this Policy to purchase any service, goods, or intangibles from the other Member. Furthermore, Members acknowledge and agree that the exchange of information under this Policy shall not commit or bind them to any present or future contractual relationship, nor shall the exchange of information be construed as an inducement to act or not to act in any given manner. 8. No Member shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on any Member’s decision to use or rely on any information exchanged under this Policy. 9. If there is a breach or threatened breach of any provision of this Policy, it is agreed and understood that EntreDot™ has the right to discontinue the breaching Member’s participation in the EntreDot™ Community. Any claim of breach should be communicated to EntreDot™ management for action. If any Member requires provisions for legal action in the case of a breach, they need to have their own confidentiality agreement between themselves to cover such actions. Solicitation – In carrying out their obligations within the EntreDot™ Community, and during their participation in the EntreDot™ Community web-based platform, no Member is permitted to solicit for fee-based business from another Member. It is understood that there may be reason for a member to be performing a fee-based service for another. If necessary, this kind of relationship must be discussed outside of the EntreDot™ Community and only if the Members mutually agree to discuss such an arrangement. EntreDot™ provides no business referrals for fee-based services and does not take any fees from Members who provide such services. Member’s Acknowledgement – Members acknowledge that they have read and understand this Policy and voluntarily accept the duties and obligations set forth herein. We welcome all Users and encourage them to call on us if they have any questions or comments regarding their confidentiality and solicitation obligations or regarding our services. You can do so by contacting EntreDot™. Contact information is available on the website at www.entredot.org. |
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