You and/or our mutual client(s) have requested certain materials from, and are providing certain materials to, Revolution RE, Inc. (formerly known as JoyHub, Inc.), a Delaware corporation with offices at 221 E. Indianola Ave, Phoenix, AZ 85012 and its affiliates (collectively the “Company”), for review and use.
1. Confidential Information. “Confidential Information” means all technical and non-technical information being disclosed by one party to the other party (including but not limited to: product information, plans and pricing; financial results and projections; marketing plans; business strategies; investor, customer, vendor and/or counterparty identity, information and deal structure; data; research and development; software and hardware; APIs; specifications, designs, proprietary formulae; and proprietary algorithms) that (a) is marked as “confidential” or “proprietary” or the like when disclosed, or (b) is unmarked (e.g., orally disclosed) but treated as confidential at the time of disclosure, or (c) a reasonable person would recognize as confidential or proprietary considering the nature of the information and the circumstances of disclosure. Reports created for and by the Revolution RE system are considered Confidential Information.
2. Use of Confidential Information. The receiving party will: (a) hold the disclosing party’s Confidential Information in confidence; (b) restrict disclosure of such Confidential Information to those of its directors, officers, employees, affiliates or agents (“Representatives”) with a need to know such information for the purpose of evaluating the Revolution RE platform (the “Platform”) and who have previously agreed (e.g., as a condition to their employment or agency) to be bound by terms respecting the protection of confidential information which are substantially similar to those of this Agreement and which would extend to the disclosing party’s Confidential Information; (c) use such Confidential Information only for the purposes of evaluating, or in furtherance of pursuing, use of the Platform; and (d) to the extent applicable, not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by the disclosing party.
3. Exceptions to Use Restrictions. The restrictions in Section 2 will not apply to Confidential Information to the extent it (a) was in the public domain at the time of disclosure; (b) became publicly available after disclosure to the receiving party without breach of this Agreement; (c) was lawfully received by the receiving party from a third party without such restrictions; (d) was known to the receiving party or its Representatives without such restrictions prior to its receipt from the disclosing party; or (e) was independently developed by the receiving party without breach of this Agreement. In the event that any Confidential Information is required or requested by order, subpoena, or request of a court, tribunal, governmental, quasi-governmental or self- regulatory body having jurisdiction over the discloser or recipient or pursuant to applicable law, rule or regulation (“Applicable Law”), the recipient of Confidential Information shall be permitted to provide such information to the requesting party, provided that the receiving party will, to the extent reasonably practicable and legally permissible, provide to the disclosing party prompt notice where possible of such order and reasonably cooperate (at the disclosing party’s expense) with disclosing party’s efforts to obtain confidential treatment or a protective order restricting such disclosure. Notwithstanding the foregoing, no prior notice of or other action shall be required in respect to any disclosure made by Counterparty and/or its Representatives to any banking, securities, financial, accounting or similar supervisory authority exercising its routine supervisory or audit functions, provided that such disclosure is made in the ordinary course and not specific to the Confidential Information, the disclosing party or the Opportunity.
4. Independent Development. The parties acknowledge and agree that Representatives of the receiving party who have received or have been exposed to the disclosing party’s Confidential Information may further develop their general knowledge, skills and experience (including general ideas, concepts, know-how and techniques), which may be based on such Confidential Information. The restrictions in Section 2 will not apply to the subsequent use, and disclosures incidental to such use, by such Representatives of such general knowledge, skills and experience, as unintentionally retained in their unaided memories. The receipt of or exposure to the disclosing party’s Confidential Information under this Agreement will not in any way limit or restrict the work assignments of any of the receiving party’s employees and agents. The disclosing party further acknowledges that the receiving party may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the disclosing party’s Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the receiving party will not develop or have developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in such Confidential Information, provided that the receiving party does not violate any of its other obligations under this Agreement in connection with such development.
5. Return or Destruction of Confidential Information. On termination or expiration of this Agreement or at any other time on written request by the disclosing party, the recipient shall: (i) cease using the Confidential Information, (ii) return or destroy the Confidential Information provided by the disclosing party in recipient’s possession or control within seven (7) business days of receipt of request, and (iii) upon request of the disclosing party, confirm in writing that the recipient has complied with these obligations. Notwithstanding the foregoing, the recipient and its Representatives may retain Confidential Information to the extent necessary to comply with any laws. Further, nothing in this Agreement will require the recipient to delete or destroy any electronic backups kept in the ordinary course of business, provided that any Confidential Information residing on such electronic backups remains on such backups only for a reasonable period of time. Any Confidential Information retained under this provision shall remain subject to the terms and conditions of this Agreement.
6. Limitations on Disclosures. Neither party is required to disclose any particular information to the other and any disclosure pursuant to this Agreement is entirely voluntary and does not, in itself: (a) create warranties or representations of any kind; (b) create a commitment as to any product, service, or prospective business relationship, including without limitation with respect to use of the Platform; (c) constitute solicitation of any business or the incurring of any obligation not specified herein; or (d) constitute a license or transfer of ownership under any intellectual property rights of the disclosing party except as expressly provided herein. In addition, the existence and terms of this Agreement and the fact that discussions have taken, are taking, or may take place may not be disclosed by either party without the other party’s prior written consent, except as may be required by Applicable Law. The Receiving Party also agrees not to initiate, contact, or engage in discussions with any employee, customer, or supplier of the disclosing party regarding the use of the Platform without the prior written consent of the disclosing party.
7.Term. This Agreement is effective as of the Effective Date and shall terminate two (2) years from the date that Confidential Information is last disclosed from one party to the other, unless earlier terminated by either party at any time upon written notice. However, the receiving party’s obligations under Section 2 with respect to the disclosing party’s Confidential Information that has been disclosed to the receiving party during the term of this Agreement will survive any such early termination unless and until such Confidential Information falls within Section 3. In addition, Section 5 and this Section 7 will survive any such termination of this Agreement.
8. Assignment. This Agreement supersedes all previous agreements between the parties regarding the Confidential Information and cannot be delegated, assigned or modified except by the written agreement of both parties (except that assignment shall be permitted to an acquirer of substantially all of a party’s stock or assets or in a merger or some similar business combination).
9. Choice of Law. This Agreement will be governed by and construed using Arizona law, without giving effect to Arizona conflict of law provisions or to constructive presumptions favoring either party. All actions arising out of or relating to this Agreement will be heard and determined exclusively by the courts in Arizona.
10. Injunctive Relief. Each party acknowledges and agrees that due to the unique nature of each party’s Confidential Information, there may be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the receiving party or third parties to unfairly compete with the disclosing party, and therefore, that upon any such breach or any threat thereof, the disclosing party shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law. The receiving party will notify the disclosing party in writing immediately upon the occurrence of any such unauthorized release or other breach of which it becomes aware.
11. Notice. All notices, requests and other communications called for by this Agreement will be deemed to have been given immediately if made by e-mail (confirmed by concurrent written notice sent first class U.S. mail, postage prepaid), if to the Company at the email address below and at the physical address above, and if to Counterparty at the e-mail address and physical address set forth below, or to such other email and physical addresses as either party may specify to the other in writing. Notice by any other means will be deemed made when actually received by the party to which notice is provided.
12. Execution. This Agreement is deemed executed upon approval of an authorized individual to the receipt of materials from the disclosing party.
