Signagemeup is sharing with you as a visitor, employee, subcontractor, prospective client, and /or vendor in relation to certain materials and/or information relating to property owned, licensed and/or being bid by Signagemeup (“Proprietary Information”). Such Proprietary Information may include, without limitation, the following: know how, designs, drawings, diagrams, formulas, test data, research and marketing data, accounting and/or financial data, pricing data, business plans and strategies, negotiations, customer and/or vendor lists and/or contacts, project information/ locations, inventions, discoveries and that which may be developed by or in association with Signagemeup.
The term “Proprietary Information” shall not include any information that:
a) Was already known by you at the time of the disclosure; or
b) Is at the time of disclosure or thereafter becomes generally available to the public from the sources other than you, your agents and/or employees; or
c) Was developed independently by you; or
d) Properly thereafter becomes available on a non-confidential basis from a third party having no direct or indirect secrecy obligations to either of the parties hereto.
You hereby understand, acknowledge and agree that the Proprietary Information is highly confidential in nature and that disclosure or unwarranted use of the Proprietary Information will result in serious harm to Signagemeup.
By your signature below, you hereby undertake and agree to maintain the Proprietary Information in strict confidence, and that neither you nor any agent, employee, vendor and/or other representative of yours shall directly or indirectly disclose, reproduce, disseminate or otherwise circulate or distribute the Proprietary Information or the substance or contents thereof, whole or in part, in its original form, to any person or entity other than your directors, officers or employees (“Internal Personnel”) who shall be given access to the Proprietary Information on a “need to know” basis only. Internal Personnel shall be bound by this Agreement, and you agree to be liable for all damages caused by any breach of this Agreement by your Internal Personnel.
This Agreement is to be bound in perpetuity, regardless of whether a business relationship with Signagemeup has been maintained. Further, you agree not to publish and/or distribute self-promotional material which discusses and/or illustrates work performed in conjunction with Stratus without the express written consent of Stratus.
Due to the confidential nature of the Proprietary Information, in the event of any breach of this Agreement, in addition to all other remedies, Signagemeup shall be entitled to equitable relief, including, without limitation, injunctive relief, as you hereby acknowledge that there shall be no adequate remedy at law in relation to the breach of this Agreement.
This Agreement shall be governed by the laws of the State of Louisiana. In any action concerning the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs.