- Purpose. This Agreement is entered into between BKT and User (the “Parties”) in order for User to gain access to the Developer Portal for the purpose of sharing with users a catalog of all integration products Black Knight offers across the enterprise for users to integrate products with Black Knight integration products under terms that will protect the confidential and proprietary nature of Black Knight integration products (“Purpose”).
- Confidential Information. “Confidential Information” shall mean any and all information furnished or disclosed, in whatever form or medium, concerning BKT, including, without limitation, such BKT 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 BKT or any of BKT’s 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 BKT and subject to the terms of this Agreement.
- Nondisclosure Obligations. User will not use the Confidential Information or the Developer Portal for any reason other than the Purpose, and User cannot share Confidential Information provided by BKT in relation to a third party (such as a mutual or potential client) with another third party absent BKT’s express written approval. Without limiting the foregoing, User will protect Confidential Information with the same degree of care User uses to protect User’s own confidential information of similar nature and importance but with no less than reasonable care. User will only disclose the Confidential Information to fellow employees of User 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 other person or entity without the prior written consent of BKT. To the extent that User becomes legally compelled to disclose any of the Confidential Information, User must comply with the provisions of Section 4 (“Notice”).
- Notice. User will promptly notify BKT 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 BKT. 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 BKT with prompt written notice, so that BKT 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 to the Confidential Information.
- Retention. No later than 30 days after User no longer needs access to the Confidential Information, which is subject to BKT’s sole discretion to determine, 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 to BKT or destroyed in accordance with this Agreement. 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 nondisclosure and nonuse obligations under this Agreement. The restrictions and obligations of User 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.
- BKT’s Intellectual Property. All Confidential Information (including residual knowledge or information resulting from access or use to the same) is and will remain, as among the Parties, BKT’s property exclusively and nothing in this Agreement will be deemed to transfer any rights of ownership in any Confidential Information, either in whole or in part, to User. User acknowledges that any feedback or suggestions provided to BKT and related to enhancements or modifications to Confidential Information will be owned by BKT. User agrees that User will not (either directly or indirectly) reverse engineer, translate, decompile, or disassemble any product or services provided by BKT. User further agrees to use the Confidential Information or Developer Portal 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 BKT’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. The Parties acknowledge 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 subject matter of this Agreement 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.
- Modifications and Interruptions. BKT cannot guarantee the Developer Portal will be available to User at all times. The Developer Portal may experience hardware, software, or other problems and BKT may need to perform maintenance related to the Developer Portal resulting in interruptions, delays, or errors. BKT reserves the right to change, revise, update, suspend, discontinue, or otherwise modify the Developer Portal at any time or for any reason without notice to User. User agrees that BKT has no liability whatsoever for any loss, damage, or inconvenience caused by User’s inability to access or use the Developer Portal during any downtime or discontinuance of the Developer Portal. BKT reserves the right to modify the terms of this Agreement at any time. BKT may notify User of any material modifications to this Agreement and may require that User indicates acceptance of the modifications to this Agreement to continue using the Developer Portal.
- Termination of Account. BKT may terminate or suspend User’s registration and User’s access to the Developer Portal at any time without prior notice to User at BKT’s sole discretion.
- a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. All judicial proceedings brought with respect to the Agreement shall be brought in the United States District Court for the Middle District of Florida (the “Court”), and by acceptance and delivery of this Agreement, the Parties each accept generally and unconditionally the nonexclusive jurisdiction of the Court and irrevocably waive 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.
- b. Binding Arbitration. Any question or dispute arising out of or relating to this Agreement will be settled by arbitration in accordance with the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules and the Supplementary Procedures for Large, Complex Disputes, and judgment on the award may be entered in any court having jurisdiction. The Parties consent to the use of the expedited procedures even in the event that the claim exceeds $75,000.00. The seat of the arbitration will be Jacksonville, Florida, there shall be only one arbitrator, and the timeline between initiation of arbitration and the hearing shall not exceed nine months without the consent of all Parties. In the event the parties cannot agree on an arbitrator, one will be selected pursuant to the procedures of the AAA. The arbitrator will have no authority to award any damages that are excluded by the terms and conditions of this Agreement. Except as required by law, neither party to the arbitration, nor the arbitrator, may disclose the results of the arbitration, hearing testimony, evidence, or discovery taken, without prior written consent of all Parties. All discovery materials shall be used for the purpose of the arbitration hearing and no other purpose.
- c. Injunctive Relief. Notwithstanding the preceding dispute resolution procedures, if BKT makes a good faith determination that a breach of the terms of this Agreement by the other party is such that the resulting damages to BKT will be so immediate or severe and incapable of adequate redress after the fact, BKT may seek a temporary restraining order and/or other immediate injunctive relief.
- d. Remedies. BKT reserves the right to seek all remedies available by law and in equity for any violation of this Agreement. Any rights not expressly granted to BKT in this Agreement are reserved by BKT. User acknowledges and agrees that, given the nature of the Confidential Information and the competitive damage that would result to BKT if information contained therein is disclosed to any third party, money damages may not be a sufficient remedy for any breach of this Agreement by User, and that, in addition to all other remedies, BKT 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.
- e. Disclaimer of Warranties. The Parties expressly recognize that the Developer Portal and Confidential Information are provided “AS IS.” BKT MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE DEVELOPER PORTAL AND CONFIDENTIAL INFORMATION AND EXPRESSLY DISCLAIMS ALL IMPLIED OR EXPRESS WARRANTIES INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT.
- f. Limitation of Liability. BKT SHALL NOT BE LIABLE FOR GENERAL, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) UNDER ANY THEORY OF RECOVERY, EVEN IF BLACK KNIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BKT’S AGGREGATE LIABILITY UNDER ANY THEORY OF RECOVERY BE MORE $5,000.
- g. Waiver. No failure or delay by BKT 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.
- h. 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.
- i. Entire Agreement; Construction. The Parties agree that this Agreement constitutes the complete and exclusive statement of the terms and conditions between the Parties covering the subject matter of this Agreement, 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 this Agreement or any portion of this Agreement to be drafted, or in favor of the party receiving a particular benefit under this Agreement.