- Purpose. This Agreement is entered into in order for User to gain access to the [Dev Portal] for the purpose of [_____________] under terms that will protect the confidential and proprietary nature of such information (“Purpose”).
- Confidential Information. As used herein, “Confidential Information” shall mean any and all information furnished or disclosed, in whatever form or medium, concerning BKFTS, including, without limitation, such BKFTS’ intellectual property (whether registered or not), clients, customer lists, business contacts, business plans, policies, procedures, techniques, trade secrets, know-how, ideas, methods, processes, standards, products, source or object code, software, product or service specifications, manuals, agreements, economic and financial information, marketing plans, product road maps, pricing, data, reports, analyses, compilations, statistics, summaries, studies, manuals, specifications, documents, and any other materials or information, or any materials based thereon, whether written or oral, furnished directly or indirectly by BKFTS or any of BKFTS’ directors, officers, or employees (collectively, the “Representatives”). Any technical or business information of a third person furnished or disclosed shall be deemed “Confidential Information” of BKFTS and subject to the terms of this Agreement.
- Nondisclosure Obligations. User will not use the Confidential Information for any purpose other than the Purpose, and User cannot share Confidential Information provided by Black Knight in relation to a third party (such as a mutual or potential client) with another third party absent Black Knight’s express written approval. Without limiting the foregoing, User will protect Confidential Information with the same degree of care User uses to protect User own confidential information of similar nature and importance but with no less than reasonable care. User agrees to reveal the Confidential Information only to Representatives who need to know, and who agree in writing to act in accordance with the terms and conditions of this Agreement. User will not disclose Confidential Information to any third party without the prior written consent of BKFTS. All Confidential Information shall be kept confidential and shall not, without BKFTS’ prior written consent, be disclosed by User in any manner whatsoever, in whole or in part, except to the extent that User becomes legally compelled to disclose any of the Confidential Information and User comply with the provisions of Section 4 (“Notice”).
- Notice. User will promptly notify BKFTS in writing of any misuse or misappropriation of Confidential Information that comes to User’s attention. User acknowledges the competitive value and confidential nature of the Confidential Information and that disclosure thereof to any third party could be harmful to BKFTS. In the event that User or any party to whom User transmits the Confidential Information pursuant to this Agreement becomes legally compelled to disclose any of the Confidential Information, User shall provide BKFTS with prompt written notice, so that BKFTS may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, User shall furnish only that portion of the Confidential Information which is legally required and User shall exercise reasonable best efforts to obtain reasonable assurance that confidential treatment will be accorded the Confidential Information.
- Retention. No later than 30 days after User accesses [Dev Portal], User shall promptly redeliver or destroy all material containing or reflecting any information contained in the Confidential Information and will not retain any copies, extracts, or other reproductions in whole or in part of such written material. All documents, memoranda, notes, or other writings whatsoever, prepared and based on the information contained in the Confidential Information shall be returned or destroyed. The requirements of confidentiality set forth herein shall survive the return or destruction of such Confidential Information.
- Survival of Nondisclosure Obligations. Any breach of any provision of this Agreement shall not affect User’s non-disclosure and non-use obligations under this Agreement. The restrictions and obligations set forth herein shall continue in full force and effect perpetually and shall terminate, if at all, only when and to the extent the Confidential Information becomes public.
- Black Knight’s Intellectual Property. All Black Knight Confidential Information is and will remain, as among the parties, Black Knight’s property exclusively and nothing in this Agreement will be deemed to transfer any rights of ownership in any Black Knight Confidential Information, either in whole or in part, to User. User acknowledges that any feedback or suggestions provided to Black Knight and related to enhancements or modifications to Black Knight Confidential Information will be owned by Black Knight. User agrees that User will not (either directly or indirectly) reverse engineer, translate, decompile, or disassemble any product or services provided by Black Knight. User further agrees to use the Confidential Information only for the Purpose set forth in this Agreement, and for no other purpose, including without limitation the developing of competitive products or services. This Agreement shall not be construed to impair or restrict Black Knight’s right to independently develop, make, use, acquire, procure, or market jointly or individually, products or services, now or in the future, which may be competitive with those offered by User, or which are the subject matter of this Agreement, or enter into any partnership, teaming agreement, or joint venture with another party regarding the subject matter of this Agreement.
- Relationship of Parties. Except for the obligations of confidentiality imposed herein, no obligation of any kind is assumed or implied against either party by virtue of the disclosure of Confidential Information contemplated by this Agreement, or by the meetings and conversations between the parties with respect to the subject matter stated above or with respect to whatever Confidential Information is exchanged. Each party acknowledges that this Agreement and any meetings and communications of the parties shall not constitute an offer, request, or contract with the other to engage in any research, development, or other work; nor constitute an offer, request, or contract involving a buyer-seller relationship or venture, teaming or partnership relationship between the parties. The parties acknowledge that the other may have had or may have in the future discussions with others concerning subject matters similar to the potential business transaction discussed hereunder, and may receive information from others similar to the Confidential Information. The parties expressly agree that any money, expenses or losses expended or incurred by each party in preparation for, or as a result of this Agreement or the meetings and communications between the parties, are at each party’s sole cost and expense.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. All judicial proceedings to be brought with respect to the Agreement or any other dispute between the parties hereto shall be brought in the United States District Court for the Middle District of Florida (the “Court”) and by execution and delivery of this Agreement, the parties hereto each accepts generally and unconditionally the non-exclusive jurisdiction of the Court and irrevocably waives any objection (including, without limitation, any objection of the laying of venue based on the grounds of forum non-conveniens) which either of them may now have or hereafter have to the bringing of any such action or proceeding with respect to this Agreement or any other dispute in the Court.
- Equitable Relief. User acknowledges and agrees that, given the nature of the Confidential Information and the competitive damage that would result to BKFTS if information contained therein is disclosed to any third party, money damages may not be sufficient remedy for any breach of this Agreement by User, and that, in addition to all other remedies, BKFTS shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and User further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy.
- Disclaimer of Warranties. The parties expressly recognize that Confidential Information is provided “AS IS.” BKFTS MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE CONFIDENTIAL INFORMATION, AND EXPRESSLY DISCLAIMS ALL IMPLIED OR EXPRESS WARRANTIES INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.
- Waiver. No failure or delay by BKFTS in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.
- Severability. In the event that any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
- Entire Agreement; Construction. The parties hereto agree that this Agreement constitutes the complete and exclusive statement of the terms and conditions between the parties covering the subject matter hereof, supersedes all prior agreements and understandings concerning such subject matter, whether oral or written and cannot be amended except in writing executed by an authorized representative of each party. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under this Agreement.