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Non-Disclosure & Intellectual Property Agreement
This agreement defined herein shall be binding between the parties involved such as Marketplace Studio referred to as “Us” or “Our”, and the individual, agency, or entity collectively referred to as the “Client”, the “Partner”, or “You”. By completing a consultation form, or engaging in any other method of communication between You & Marketplace Studio, you are agreeing to this agreement and acknowledging your understanding of this agreement. All parties included in this agreement, You & Marketplace Studio agree to keep any topics, ideas, or information discussed confidentially and the ownership of any intellectual property remains of the Client or Partner.
For all purposes of this agreement, “Confidentiality” and “Confidential Information” shall include any and all information or material that has or could have commercial value or utility in the business in which the Parties are engaged with. If confidential information is in written form by a direct message or email, you must label it as confidential to adequately protect your information. If you complete and submit a form on the Marketplace Studio website or through our social media channels, any information disclosed will automatically be classified as Confidential Information under this agreement.
2. Exclusions from Confidential Information
The following terms will outline what information is considered confidential and what information is to be excluded from this agreement. Information that is a.) Publicly available at the time of disclosure, or subsequently becomes publicly available through no fault of Marketplace Studio; b.) Discover by Marketplace Studio before You disclose it to Us; c.) Learned from legitimate and legal methods other than by the disclosing information presented by You; d.) Is disclosed by Marketplace Studio with written permission and consent by You.
3. Obligations of You
You shall uphold this agreement to keep and maintain the Confidential Information in the strictest confidence for the sole exclusive benefit of Marketplace Studio. You will carefully restrict access to the Confidential Information to employees, contractors, and all other third-parties as reasonably necessary required. If Confidential Information is shared outside of this agreement, You must immediately sign an NDA (Non-Disclosure Agreement) with the other party and you are obligated to provide Us with a written statement about such an event.
4. Effective & Enforceable Time Periods
This agreement becomes effective at the date of a form submitted on Marketplace Studio’s website or expressed in any other written form with the information labeled as Confidential. This agreement will remain in effect and be enforceable until the relationship between Us and You is terminated, this agreement is breached, the information becomes public knowledge, or there is written notice of consent.
5. Severability in Ontario Law
If the courts of Ontario find any provision of this Agreement invalid or unenforceable, the remainder of this agreement shall remain in full force.
This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This agreement may not be amended except in writing signed by both parties (You & Us).
7. Intellectual Property
All Products and results of Marketplace Studio’s services rendered hereunder the “Services” are Services made for hire. Marketplace Studio acknowledges and agrees that the Services (and all rights therein, including, without limitation, copyrights) belong exclusively and remain the property of You.
Notwithstanding the foregoing, Marketplace Studio also hereby assigns and transfers to You, its successors and assigns the entire right, title, and interest in and to all copyrights in the Services. All registrations and copyright applications relating thereto and all renewals and extensions thereof; all Services based upon, derived from, or in connection with the Services; all income, royalties, damages, claims, and payments now or hereafter due or payable with respect thereto; all causes of action, either law or equity for past, present or future infringement based on the copyrights; and all rights corresponding to the foregoing throughout the world.
The Client hereby agrees to execute all documents and to perform such other proper acts as Marketplace Studio may deem necessary.
8. Not to Sue
The Client hereby agrees to indemnify and hold harmless Marketplace Studio and its Partners or Affiliates. The Client agrees to not institute any action or suit at law or in equity against Marketplace Studio or its Partners and Affiliates, nor institute any action, prosecute, or in any way aid in the institution or prosecution of any claim, demand, action, or cause of action arising out of or in connection with the Information or any Intellectual Property thereof, including but not limited to, claim, demand, action, or cause of action for invalidating any Intellectual Property of the Client.
9. Modification of This Agreement
The Client agrees that this Agreement shall supersede any prior agreements and shall not be modified by either party except in writing signed by both parties. Notwithstanding this paragraph, the Client shall honor all and any prior agreements concerning the confidentiality of Marketplace Studio’s or its Partners and Affiliates confidential information.