Black Excellence Night Grant Program NDA Agreement
Terms and Conditions
Please read and review our NDA Agreement before submission. All applicants are hereinafter referred to as the Receiving Party. Black Excellence Night hereinafter referred to as the Disclosing Party.
INDEMNIFICATION. The Receiving Party agree to indemnify, defend, and hold harmless the Disclosing Party and its directors, officers, employees, agents, and representatives from and against any claim, suit, or proceeding arising from the following: (A) Any breach or alleged breach of this Agreement by the Receiving Party; (B) Any personal injuries or property damage caused or allegedly caused by the negligence or intentional acts of the Applicant, its personnel or persons under their control; and © Any alleged or actual false advertising, fraud, misrepresentation, libel or slander; illegal competition or trade practice; infringement of trademarks, trade names or titles; violation of rights of privacy or publicity; or infringement of copyrights or proprietary and intellectual property rights arising in connection with the use or display of any vendor material or signage. Applicants further agree to reimburse any Disclosing Party's indemnitee for any and all losses, damages, liabilities, cost, or expenses (including reasonable attorneys’ and professionals’ fees and disbursements) incurred in connection with investigating, preparing, pursuing, or defending any third-party action, claim, suit, investigation or proceeding arising from any of the above (whether or not pending or threatened, and whether or not any Disclosing Party's Indemnitee is a party).
OWNERSHIP RIGHTS. Each party acknowledges that the Confidential Information is and will be the Disclosing Party’s sole property, even if suggestions made by the Receiving Party are incorporated into the Confidential Information. Neither party obtains any rights, by license or otherwise, in the other party’s Confidential Information. Neither party solicits any change in the other party’s organization, business practice, service, or products, and the disclosure of the Confidential Information may not be construed as evidencing any intent by a party to purchase any products or services of the other party or as an encouragement to expend funds in development or research efforts. The Confidential Information may pertain to prospective or unannounced products. Neither party may use the other party’s Confidential Information as a basis on which to develop or have a third party develop a competing or similar plan or undertaking.
The Receiving party agrees not to disclose, copy, clone, or modify any confidential or business information related to the Disclosing Party and agrees not to use any such information without obtaining consent.
The Receiving party cannot obtain or use Confidential or Business Information for profit. The Confidential Information" shall mean (i) all information relating to Disclosing Party's products, business and operations including, but not limited to, financial documents and plans, customers, suppliers, manufacturing partners, marketing strategies, vendors, products, product development plans, technical product data, product samples, costs, sources, strategies, operations procedures, proprietary concepts, inventions, sales leads, sales data, customer or client lists, customer or client profiles, technical advice or knowledge, contractual agreements, price lists, supplier lists, sales estimates, product specifications, trade secrets, distribution methods, inventories, marketing strategies, source code, software, algorithms, data, drawings or schematics, blueprints, computer programs and systems and know-how or other intellectual property of Disclosing Party and its affiliates that may be at any time furnished, communicated or delivered by Disclosing Party to Receiving Party, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (ii) information acquired during any tours of the Disclosing Party.