BY ENTERING THE PASSWORD, YOU ACCEPT THE TERMS AND CONDITIONS BELOW
AGREEMENT REGARDING DISCLOSURE OF INFORMATION
This Agreement Regarding Disclosure of Information (the "Agreement") Beautyque NYC Inc. which principal address is located at 1953 Grand Avenue, Baldwin, NY, 11510 and the person reading the NDA on Beautyque Website
(collectively referred to herein as the “Parties” and individually as the “Party”).
In consideration of the terms and conditions hereinafter set forth, the Parties hereto mutually agree as follows:
- "Confidential Information" as used in this Agreement shall mean any and all technical and non-technical information disclosed by Beautyque NYC Inc.. and/or its parent and/or affiliated companies and/or subsidiaries prior or after the Effective Date to the Receiving Party, regardless of form, proprietary or maintained in confidence by Beautyque NYC Inc. and/or its parent and/or affiliated companies and/or subsidiaries, and shall include, without limitation: (a) projects ideas, store ideas, store projects, Plans, Beauty concept store, works of authorship, trademarks, inventions, methods, and related documents regarding the project under discussion in this NDA; (b) information regarding research, development, service offerings and products, contracts, schedule, operations, procedures, marketing techniques, strategies, marketing and selling plans, business plans, budgets and financial information, arrangements, prices and costs, suppliers and customers, and other business data; (c) the existence of any business discussions, negotiations or agreements between the Parties including the existence of this Agreement, (d) products & projects under development.
- The Receiving Party agrees that it shall disclose Confidential Information only to those of its employees, contractors or other agents who need to know such Confidential Information within the Purpose and who have agreed in writing to be bound by terms and conditions substantially similar to, and no less restrictive with respect to limitations on use and disclosure than, those of this Agreement.
- The Receiving Party agrees that it shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, and represents that it exercises at least reasonable care to protect its own Confidential Information. Except as otherwise expressly provided in this Agreement, the Receiving Party shall not (i) use, copy or disclose, or authorize or permit the use, copy or disclosure of any Confidential Information in whole or in part in any manner or to any person, firm, enterprise, organization, corporation or entity (ii) alter, modify, disassemble, reverse engineer or decompile any of the Confidential Information; (iii) use any Confidential Information obtained from Beautyque NYC Inc. and/or its parent and/or affiliated companies and/or subsidiaries to its competitive advantage. All Confidential Information furnished by Beautyque NYC Inc. and/or its parent and/or affiliated companies and/or subsidiaries to the Receiving Party shall be used solely in connection with the Purpose.
- The Receiving Party's obligations under this Agreement with respect to any portion of Confidential Information shall terminate when the Receiving Party can document that such Confidential Information: (a) was in the public domain at the time it was communicated to the Receiving Party by Beautyque NYC Inc. and/or its parent and/or affiliated companies and/or subsidiaries; (b) entered the public domain subsequent to the time it was communicated to the Receiving Party by Beautyque NYC Inc.. and/or its parent and/or affiliated companies and/or subsidiaries, through no fault of the Receiving Party; (c) was in the Receiving Party's possession, free of any obligation of confidence, at the time it was communicated to the Receiving Party by Beautyque NYC Inc. and/or its parent and/or affiliated companies and/or subsidiaries; (d) was rightfully communicated to the Receiving Party by a third party, free of any obligation of confidence, subsequent to the time it was communicated to the Receiving Party by Beautyque NYC Inc. and/or its parent and/or affiliated companies and/or subsidiaries; (e) Was used to execute the confidential information for the interest of the receiving party with or without a third party. In addition, the Receiving Party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either Party under this Agreement; provided, however that the Receiving Party shall provide Beautyque NYC Inc. with prior written notice of any such disclosure in order to contest such order. In any such event, the Receiving Party will disclose only such Confidential Information as is legally required and will exercise reasonable efforts to obtain confidential treatment for any Confidential Information being disclosed and used.
- All Confidential Information and materials furnished to the Receiving Party by Beautyque NYC Inc. and/or its parent and/or affiliated companies and/or subsidiaries shall remain the property of Beautyque NYC Inc. and/or its parent and/or affiliated companies and/or subsidiaries and nothing contained herein shall be construed as granting the Receiving Party any rights with respect to the Confidential Information disclosed.
- Upon Beautyque NYC Inc.’s request, the Receiving Party shall promptly return to Beautyque NYC Inc. all documents and any tangible material or medium containing or representing such Confidential Information, including all copies, notes, summaries, and abstracts thereof. The Receiving Party may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Beautyque NYC Inc.
- Notwithstanding the cessation of discussions, or the successful completion of a potential business relationship, Confidential Information shall remain confidential pursuant to the terms and provisions of this Agreement perpetually.
- The validity of this Agreement and any of its terms and provisions, as well as the rights and duties of the Parties hereunder, shall be governed, interpreted and enforced in accordance with the New York law. The courts of New York shall have exclusive jurisdiction to hear and determine any claims, disputes, actions, or suits, which may arise under or out of this Agreement. The Parties agree and voluntarily consent to the personal jurisdiction and venue of such courts for such purposes.
- This Agreement represents the entire understanding of the Parties with respect to the subject hereof, and supersedes any other prior or contemporaneous agreements or understandings, whether written or oral. This Agreement may only be changed by written mutual agreement of authorized representatives of the Parties. If any provision of the Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not affect the other provisions of this Agreement and this Agreement shall be construed as if such unenforceable or invalid provision had never been contained herein.
- All notices or reports permitted or required under this Agreement shall be in writing and shall be by personal delivery, nationally recognized overnight courier service, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon the earliest of actual receipt or one (1) day after deposit with the courier service, five (5) days after deposit in the mail, or receipt by sender of confirmation of electronic transmission. Notices shall be sent to the addresses set forth above or such other address as either Party may specify in writing.
- It is agreed and understood that either Party is not the agent or representative of the other Party and has no authority or power to bind or contract in the name of or to create any liability against the other Party in any way or for any purpose. Nothing contained herein shall be construed to create a partnership or joint venture between the Parties.
- This Agreement may be signed by facsimile and in counterparts, each of which counterpart shall be deemed an original, and all of which counterparts when taken together, shall constitute but one and the same instrument.