By entering the password provided, you are agreeing to our legal terms of service. Including but not limited to: 1. Definitions: Confidential Information: Any and all information, inventions, programs, designs, documentation, material,or other matter that is subject to protection under patent, copyright, trade secretor other intellectual property laws. Project: Work Performed by the Client with respect to below named project(s). Participant: Any person participating at Clients. All Participants sign a Non-disclosure Agreement maintained by the ICG. 2. Agreement: Pertains to the Treecoy Decoy and all intellectual property disclosed by ICG. During the course of the Project, the Client may learn Confidential Information from ICG. The Client agrees not to disclose or use the Confidential Information from ICG in any way which will cause financial or competitive harm to ICG or prejudice ICG’s rights in any way. The Client is permitted to use the Confidential Information/Intellectual Property for purposes of conducting research and analysis and producing work for ICG as an ICG client. The Client agrees to take all reasonable measures to protect the Confidential Information by marking all such information as "Confidential" and otherwise keeping their use of the Confidential Information secure from public or private disclosure. This Agreement will remain in effect indefinitely unless there is written consent from ICG authorizing disclosure, or when such information is no longer considered protected and confidential hereunder. 3. Exclusions: The parties agree that the client will not be prevented from disclosing or using general knowledge gained from the Collaboration, or prevented from disclosing or using any information which (a) is in the public domain;( b) was rightfully in the Clients’s possession before receipt from ICG; (c) has previously been independently developed by the Client without reliance on the Confidential Information supplied; (d) is disclosed under operation of law; (e) is disclosed with ICGs written approval. The Client is allowed to provide ICGs name and contact information to prospective collaborators and other interested parties. 4. Standard of Care: The Client shall protect the disclosed Confidential Information by using reasonable care to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information. The Client shall not reproduce, provide or otherwise make available any Confidential Information to any person other than those of its employees who have signed an NDA and have a need to know consistent with ICG’s authorized use of such information. The Client agrees that it will take appropriate action by instruction or agreement with its employees and other persons permitted access to Confidential Information to satisfy its obligations with respect to the use, copying, security and protection of the Confidential Information. 5. Amendments: No amendments to this Agreement will be valid unless in writing and signed by both parties. 6. Applicable Law: This Agreement is governed by the laws of the State of New York. 7. Dispute Resolution: Any dispute arising under this Agreement will be submitted to the American Arbitration Association (“AAA”) for resolution. The AAA’s determination in the matter shall be binding upon both parties and enforceable by a court of competent jurisdiction.
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