Yankees Adidas contract March 2, 1997
This Agreement is made on March 2, 1997 (the "Effective Date") by and between The New York Yankees, Inc. whose address is 2 Stadium Way, Bronx, NY 22234, and Adidas Internationa; Ltd. whose address is 100 Wall Street, New York, New York, 21101.
The parties hereby agree as follows:
The parties wish to exchange certain confidential and proprietary information for the limited purpose of allowing the parties to evaluate their interest in entering a mutual business venture relating to adverstising on the Yankee Unifprms, in accordance with the following terms and conditions:
For the purpose of this Agreement, "Confidential Information" shall mean the information belonging to one party (the "Disclosing Party") which is provided to the other party (the "Receiving Party") which is marked as "Confidential" and/or "Proprietary" or which would logically be considered "Confidential" and/or "Proprietary" in view of its relationship to the whole disclosure. Oral and visual disclosures of Confidential Information shall be noted as such at the time of disclosure and shall, within one month after disclosure, be summarized in a writing provided to the Receiving Party, and shall be treated by the Receiving Party as Confidential Information.
2. Protection and Purpose
All "Confidential Information" of a Disclosing Party shall be maintained in confidence by the Receiving Party, and shall not be disclosed to any third party and shall be protected with the same degree of care as the Receiving Party normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. The Receiving Party shall not use any "Confidential Information" of the Disclosing Party for the benefit of the Receiving Party, for the benefit of any third party, or for any purpose except the limited evaluation purposes set forth above.
The restrictions herein provided shall not apply with respect to "Confidential Information" which:
A. The Receiving Party can demonstrate it knew at the time of receipt from the Disclosing Party; or
B. Is or becomes a part of the public domain without breach of this Agreement by the Receiving Party; or
C. Is legitimately obtained by the Receiving Party without a commitment of confidentiality from a third party; or
D. Is disclosed by the Disclosing Party to a third party without a commitment of confidentiality by the third party; or
E. Is independently developed by the Receiving Party without reliance on, use of, or strategic guidance derived from, the Disclosing Party's Confidential Information; or
F. Is disclosed pursuant to judicial action or government regulations, provided the Receiving Party notifies the Disclosing Party prior to such disclosure and cooperates with the Disclosing Party in the event the Disclosing Party elects to legally contest and avoid such disclosure.
4. Rights and Licenses
This Agreement and the furnishing of "Confidential Information" as provided herein shall not be construed as establishing, either expressly or by implication, any grant of rights or licenses to either party or any relationship between the parties.
All tangible information relating to Confidential Information of a Disclosing Party, including without limitation drawings, specifications and other information submitted hereunder by the Disclosing Party to the Receiving Party, shall remain the property of the Disclosing Party. If either party elects not to pursue any further business undertaking, each party shall promptly return to the other party all tangible information, and all copies thereof, related to "Confidential Information" belonging to the other party.
Neither party shall export any Confidential Information of the other party without written permission from that other party. If a party is permitted to export Confidential Information of the other party, the exporting party shall comply with the U.S. Export Administration Laws and Regulations (EAR) and shall not export or re-export any technical data or products received from the disclosing party or the direct product of such technical data to any proscribed country listed in the "EAR" unless properly authorized by the U.S. government.
This Agreement is to be construed in accordance with the laws of the Commonwealth of Virginia in the United States of America and shall terminate five (5) years from the effective date of this Agreement.
FIRST PARTY NAME
(Authorized Signature and Date)
SECOND PARTY NAME
(Authorized Signature and Date)
Non-Disclosure/Confidentiality Agreement The Non-Disclosure/Confidentiality Agreement is entered into and between _________________________ and AoG Inc., an Ohio corporation. ________________________ (hereafter referred to as "playtester")and AoG Inc agree to the following: 1) Purpose: The sole and limited purpose for which this disclosure is being made is to allow playtester to look at and consider documentation and design materials for _________________________ (referred to as Product hereafter), a game or product line currently in development by AoG Inc. This agreement does not legally bind AoG Inc. to use suggestions and rules generated by playtester. Nor is this a binding contract for AoG Inc. to use playtester now or in the future. 2) Definition: "Confidential Information" means any information or material related to _______________ which is proprietary to AoG Inc. or designated as Confidential Information by AoG Inc, whether or not owned or developed by AoG Inc., which is not generally known other than by AoG Inc. and which playtester may obtain knowledge of through or as a result of his (her) relationship with AoG Inc. Without limiting the generality of the foregoing, Confidential Information includes, but in not limited to, the following type of information, and other of similar nature (whether or not reduced to writing or still in development): specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, strategies, development plans (including prospective trade names or trademarks), customer names, rules, art, miniatures, templates, pricing policies, financial information, schedules and playtest reports. Any and all information released to playtester should be considered Confidential Information unless stated, in writing (with Email being sufficient for this purpose) by an officer of AoG Inc. Information released to an official 'newsgroup' shall not be considered Confidential Information for purposes of this document. Playtester shall bear the responsibility of providing evidence if anything should fall under these excepetions. 3) Competitive Advantage: Playtester acknowledges that such Confidential Information has been developed or obtained by AoG Inc. by the investment of significant time, effort and expense, and that such Confidential Information provides AoG Inc. with a significant competitive advantage with regard to Product. 4) Disclosure Not Permitted: Playtester will hold in confidence and not disclose or reveal to any person or entity the Confidential Information for any purpose or at any time, other than for the limited purpose(s) of the confidence, or upon written release by AoG Inc. Limited Purpose(s) includes the playtesting of product by an accepted group of playtesters, all of whom have signed this agreement previously. No testing of material may be done in a public venue (such as a store or convention) unless previous written permission is obtained. Said permission only extends to one such event and addition permission must be obtained for each additional event. 5) Materials and Return: It is understood that AoG Inc. may furnish Playtester certain material, either in writing or otherwise fixed in tangible form. The parties agree that any and all of these materials will be furnished in confidence and all of the terms and conditions of this Agreement apply. Playtester will not copy, alter, modify, disassemble, reverse engineer or decompile any of these materials without prior written permission of AoG Inc. Materials which are necessary to copy, such as character/ship sheets are exempt from this paragraph. Playtester agrees to return any and all of this material, at their expense, at the written request of AoG Inc. 6) Assignment Prohibited: This Agreement will not be assignable by Playtester and Playtester may not delegate its duties hereunder, except as agreed in advance and in writing by AoG Inc. 7) No License: Nothing in this Agreement will be construed as creating any obligation on the part of AoG Inc. to disclose any Confidential Information whatsoever. Nothing in this Agreement will be construed as Granting Playtester any license or any other rights with respect to AoG Inc. proprietary rights or Confidential Information as related to the Product. 8) Monetary Obligation: The Playtester understands that the signing of this document and the performance of any and all duties which this document was created for are purely voluntary and that AoG Inc. is not, under any circumstances, required to pay, in any amount, for the duties performed under this agreement. AoG Inc. will, to the best of its abilities, give playtesting credit in each product for which playtesting is done, but does not guarantee that all names will be printed. 9) No Obligation: Nothing contained in this agreement will be construed as creating any obligation or an expectation on the part of either party to enter into a business relationship with the other party or an obligation to refrain from entering into a business relationship with a third party. 10) Entirety and Governing Law: This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter of the Product and supersedes all other oral or written representations and understandings. This Agreement will be governed by the laws of Ohio. This Agreement may not be modified, except in writing signed in advance by AoG Inc and Playtester. This Agreement is Accepted, in whole only, by: Name:_________________________________ Date:___________ Signiture:______________________________ Name:_________________________________ Date:___________ Signiture:______________________________ Name:_________________________________ Date:___________ Signiture:______________________________ Name:_________________________________ Date:___________ Signiture:______________________________ Name:_________________________________ Date:___________ Signiture:______________________________ Name:_________________________________ Date:___________ Signiture:______________________________ Name:_________________________________ Date:___________ Signiture:______________________________ Name:_________________________________ Date:___________ Signiture:______________________________ Name:_________________________________ Date:___________ Signiture:______________________________
UNIVERSITY OF HOUSTON
NON-DISCLOSURE CONFIDENTIALITY AGREEMENT
This agreement is entered into as of the day of 19 , by and between The University of Houston (referred hereafter as "UH") and (referenced hereafter as the "Confidant").
UH possess valuable business and technical information including, among other things, concepts, know-how and trade secrets relating to design, engineering, development, manufacturing, use, and sales of equipment and methods for .
UH desires written assurance that information disclosed in confidence to Confidant will be maintained in confidence and not used against UH's interests. The term "Confidential Information" used below means all valuable business or technical information UH has that involves any of the matters referred to above, that the Confidant obtains directly or indirectly from UH, provided that such information is in writing or, if orally disclosed, is summarized in writing to Confidant within thirty (30) days of such oral disclosure.
UH will disclose, or allow Confidant access to, Confidential Information only for the purposes of evaluating the possible acquisition of certain rights with respect to all or a portion of such Confidential Information and/or to manufacture and/or to market products incorporating the Confidential Information.
Confidant agrees, except as may be provided in any future written agreement that may be entered into between UH and Confidant, that Confidant shall:
(1) take all such precautions as may be reasonably necessary to prevent the disclosure to any third party of UH's Confidential Information;
(2) not use for Confidant's own benefit any of UH's Confidential Information; and
(3) to the extent Confidant has not already done so, require its employees, agents, firm and associates to be bound in the same manner.
The foregoing commitments on Confidant's part shall have no application to any information that shall have been known to Confidant (in documented form) prior to this disclosure by UH, or to any information that shall, other than by an act or omission on Confidant's part, be or become generally available to the general public by any public disclosure by the UH or other party who is not obligated to UH, or to any information that is disclosed by Confidant by a third party without violating an obligation to UH, or to any information that is independently developed by personnel of Confidant who did not have access to UH's information.
Subject to the foregoing, this agreement shall not serve (1) to grant or to convey the Confidant any right or license to use any Confidential Information or invention of UH, whether patentable or not; (2) to grant Confidant the right to disclose the same to any third party or to use or practice the same except as provided in this agreement; (3) to practice the invention of any patents relating to the Confidential Information; and (4) to place either party under any obligation to enter into any further agreement, except as in each parties judgment it shall seem advisable.
The term of this Agreement shall be three (3) years from its execution date and all restrictions and obligations cited herein shall expire after such termination.
This agreement shall be governed and construed in accordance with the laws of the State of Texas.
Confidant: Owner: University of Houston
By: By: Julie T. Norris
Title: Title: Assistant Vice President and Director, Office of Sponsored Programs
Rev. January 1994