This Agreement does not create an employment relationship of any kind, partnership, joint venture, or ownership interest between Client and Loftvista Ventures. Client shall not be considered an employee(s) of Loftvista Ventures for any purpose whatsoever.
3.1 Confidentiality; Ownership of Information. Loftvista Ventures will provide Client with access to Confidential Information (as defined in Paragraph 3.1(a)) that is used in the operation of Loftvista Ventures’ business as reasonably necessary to allow Loftvista Ventures to comply with the terms of this Agreement. Client acknowledges that Loftvista Ventures will provide Client with access to Loftvista Ventures’ Confidential Information only for the term of the services rendered under the Agreement.
- Definition. For purposes of this Agreement, “Confidential Information” means information possessed by Loftvista Ventures relating to the Business, and its business activities not generally known which is used or is useful in the conduct of Loftvista Ventures’ business, or which confers or tends to confer a competitive advantage over one who does not possess the information. Confidential Information includes copy rights, trade secrets, know-how, information about existing, new or envisioned products, services and processes and their development and performance, any techniques, methodologies, pricing, technical information, computer software, business and financial information, unpublished lists of names, information, documents, videos provided or shared by Loftvista Ventures to Client, and information relating to business strategies, expert visibility, business success strategies, client acquisition process, sales, and pricing. Confidential Information also includes information received by Loftvista Ventures from others which Loftvista Ventures has an obligation to treat as confidential and information received by Client from other clients of Loftvista Ventures. All information which becomes known to Client during the term of the services rendered under the Agreement, which Client would reasonably believe is Confidential Information or which Loftvista Ventures takes measures to protect, shall be regarded as Confidential Information.
- No Disclosure. During the term of the Program, and at all times thereafter, Client shall maintain the strictest confidence of Loftvista Ventures’ trade secrets and Confidential Information. Client shall never disclose, copy, share, disseminate, transfer, convey, sell, or discuss, directly or indirectly, to any person or entity other than the Parties to this Agreement, Loftvista Ventures’ copyright information, trade secrets or other Confidential Information, except by express prior written consent of a duly authorized officer or director of Loftvista Ventures. Client will not make copies, videotape, record, photograph or transfer in anyway, in whole or in part, any Confidential Information or marked original copies of Confidential Information, copyright information, or trade secrets of Loftvista Ventures. Further, Client shall use Client’s best efforts and shall take all reasonable precautions to prevent the disclosure of Loftvista Ventures’ copyright information, trade secrets or other Confidential Information. A breach of this provision includes but is not limited to each disclosure, sharing, dissemination, transfer, conveyance, selling, or discussion of any singular piece of Confidential, trade secret, copyright, and/or proprietary information.
- Ownership of Information. All Confidential Information is and shall remain the sole and exclusive property and proprietary information of Loftvista Ventures, as the case may be, and is disclosed in confidence by Loftvista Ventures in reliance on Client’s agreement to maintain such Confidential Information in confidence and not to use or disclose such Confidential Information to any person except the Parties to this Agreement. Client has no ownership, property rights, or other rights of any kind in the Confidential Information, trade secrets, copy rights, proprietary information or other property of Loftvista Ventures and.
3.2 Non-Solicitation. During the term of this Agreement and for a period of twenty four (24) months after the date of termination of this Agreement, Client will not in any way, directly or indirectly (i) induce or attempt to induce any employee, independent contractor, agent, or consultant of Loftvista Ventures to quit work with Loftvista Ventures; (ii) otherwise interfere with or disrupt Loftvista Ventures’s relationship with its employees, independent contractors, agents, or consultants; (iii) solicit, entice or hire away any employee, independent contractor, agent or consultant of Loftvista Ventures; or (iv) hire or engage any employee, independent contractor, agent, or consultant of Loftvista Ventures or any former employee, independent contractor, agent, or consultant of Loftvista Ventures whose work with Loftvista Ventures ceased less than one year before the date of such hiring or engagement. Client acknowledges that any attempt on the part of Client to induce others to leave Loftvista Ventures, or any effort by Client to interfere with Loftvista Ventures’ relationship with its employees, independent contractors, agents, or consultants would be harmful and damaging to Loftvista Ventures.
4.1 Indemnity. CLIENT AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS LOFTVISTA VENTURES, AND ITS EMPLOYEES, MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES, AND CONTRACTORS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, COMPLAINTS, DEMANDS, OBLIGATIONS, ACTIONS, LAWSUITS, JUDGMENTS, AWARDS, PENALTIES, VERDICTS, PAYMENTS OR CAUSES OF ACTION OF ANY KIND, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PERSONAL INJURY, DAMAGES TO A BUSINESS, CONTRACT, TORT, CONTRIBUTION AND/OR INDEMNITY, CLAIMS FOR STATUTORY INDEMNITY, NEGLIGENCE, GROSS NEGLIGENCE, AND ANY OTHER LIABILITY OF ANY KIND BROUGHT BY YOU OR ANY THIRD PARTY INCLUDING ALL RELATIVES OF THE CLIENT OR THIRD PARTIES, ANYONE BRINGING DERIVATIVE CLAIMS, AND/OR ANYONE BRINGING CLAIMS BY, THROUGH, OR UNDER THE CLIENT OR THIRD PARTIES, RELATED IN ANY WAY OR INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH THE AGREEMENT (INCLUDING BUT NOT LIMITED TO THE SERVICES RENDERED OR INFORMATION OBTAINED IN THE PROGRAM, CONSIDERATION, CONFIDENTIAL, PROPRIETARY, OR COPYRIGHT INFORMATION), ACTS AND/OR OMISSIONS OF LOFTVISTA VENTURES, AND ITS EMPLOYEES, MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES, AND CONTRACTORS.
5.1 Disclaimer. LOFTVISTA VENTURES, do not, under any circumstances, warrant or guarantee Client any specified results, amount of income that will be received or earned, or any other particular outcome or result of any kind. Results that Client achieves are in no way, shape, or form, guaranteed by LoftVista Ventures or any of their respective agents, employees, independent contractors, subsidiaries, borrowed servants, or any other third party.
5.2 Assignments. This Agreement is not assignable by any party without the prior written consent of LOFTVISTA VENTURES. Any assignment without such written consent shall be void.
5.3 Notices. Any notices to be given hereunder by either party to the other shall be in writing either by email, or delivery by mail-certified return receipt requested. Notices shall be addressed to the parties at the addresses as set forth above, until and unless such party changes the specified address by written notice to the other.
5.4 Jurisdiction This Agreement shall be governed in all respects, including its validity, interpretation and effect, and construed by and in accordance with the laws of the State of New Jersey, including, without limitation, its limitation of action and other procedural laws without giving effect to the principles of conflict of laws of the State of New Jersey. THE PARTIES HEREBY STIPULATE AND AGREE THAT IF IT BECOMES NECESSARY FOR ANY OF THE PARTIES TO FILE AN ACTION CONCERNING ANY MATTER RELATING TO OR PROVIDED FOR IN THIS AGREEMENT, THAT SUCH ACTION SHALL BE BROUGHT EXCLUSIVELY IN MORRIS COUNTY, NEW JERSEY.
5.5 Legal Construction. If any portion (word, clause, phrase, sentence, paragraph, or section) of this Agreement or the application thereof to any person, entity or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such portion to persons or entities or circumstances other than those as to which it is invalid or unenforceable, shall not be affected hereby, and such portion shall be considered independent and severable from the Agreement, and this Agreement shall be enforced as if such portion did not exist.
5.6 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, entity, organization, or corporation other than the parties hereto and LoftVista Ventures, any right or claim under or by reason of this Agreement or any term, covenant or condition hereof, as third party beneficiaries or otherwise, and all of the terms, covenants and conditions hereof shall be for the sole and exclusive benefit of the Parties.
5.7 Binding Effect. All the terms and provisions of this Agreement, whether so expressed or not, are binding upon, inure to the benefit or, and are enforceable by the Parties.
5.8 Entire Agreement. This Agreement represents the entire understanding and agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all other negotiations, understandings, and representations, if any, may by and between the Parties. No representation, inducement, promise or agreement, oral or otherwise, if any, not embodied in this Agreement, or any other agreement related to this Agreement and expressly references herein is of any force and effect. No amendment, modification, or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof, and duly executed by the Parties.