e.
Online Business shall own all Proprietary Rights in and to the Co-Branded Site except for the
right to use the trademarks of the Strategic Partner. Proprietary Rights shall mean and include
the right in and to the internet domain name selected for use by the parties in connection with
the Co-Branded Site, all patents, copyrights, service marks, trademarks, trade dress, trade
secrets and other intangible rights used or developed in connection with the Co-Branded Site.
5.
RESTRICTIVE COVENANT
a.
Strategic Partner agrees that during the term of this Agreement and for a period of [NUMBER]
months thereafter, Strategic Partner shall not enter into any Co-Branding or other similar
relationship with any other party that competes, directly or indirectly, with the products or
services of the Online Business the business conducted by or through the Co-Branded Site.
b.
The parties acknowledge and agree that any and all information provided to the by the other
party which is deemed to be Confidential Information (as defined below) by the disclosing party
shall be held in the strictest of confidence by the receiving party and such receiving party shall
not disclose or use any such Confidential Information for its own purposes or for the purposes of
any other party, except as specifically permitted pursuant to the terms of this Agreement.
c.
As defined herein, Confidential Information shall include, but shall not be limited to this
Agreement and any terms contained herein, any other information identified in writing or orally
as being confidential and proprietary, any and all business plans, customer lists, software, data,
usage statistics, marketing plans, business structure, financial plans or other financial
information, earnings, or any other information deemed by the delivering party to be
confidential and proprietary.
d.
Each party shall take affirmative steps to protect from disclosure any and all Confidential
Information of the other party and shall take the same actions to protect such information that
it takes to protect its own Confidential Information.
e.
Notwithstanding the above, neither party shall have any obligation with respect to information
which (i) was rightfully in possession of or known to the receiving party without any obligation of
confidentiality prior to receiving it from the disclosing party; (ii) is, or subsequently becomes,
legally and publicly available without breach of this Agreement; (iii) is rightfully obtained by the
receiving party from a source other than the disclosing party without any obligation of
confidentiality; (iv) is disclosed by the receiving party under a valid order created by a court or
government agency, provided that the receiving party provides prior written notice to the
disclosing party of such obligation and the opportunity to oppose such disclosure. Upon written
demand of the disclosing party, the receiving party shall return the Confidential Information and
all copies, notes or extracts thereof to the disclosing party within [NUMBER] days of receipt of
notice.
f.
Each party acknowledges and agrees that a breach by the other party of any of the restrictive
covenants contain herein will cause the non-breaching party irreparable damage, for which the
award of damages would not be adequate compensation. As such, the non-breaching party shall
be entitled to temporary and permanent injunctions and other equitable remedies in the event
of any breach hereof.
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