TeleWorship Confidentiality and Non-Disclosure Policy

This Confidentiality and Non-Disclosure Policy, (this “Agreement”), is by and between TeleWorship Corporation (together with its affiliates being herein sometimes collectively referred to as the “TeleWorship”), a Texas Corporation with its headquarters at the address of 4550 Fairway Avenue, Dallas, Texas 75219 and the person applying for membership in one or more of TeleWorship’s members-only Web sites (together with its affiliates being herein sometimes collectively referred to as the “Member”), and together with TeleWorship being hereinafter sometimes referred to as “each party” or “parties”, as the context so dictates).

WHEREAS, TeleWorship is providing the Member access to education and operational information in exchange, in part, for Member maintaining the confidentiality of TeleWorship’s information; and

WHEREAS, the Member desires access to TeleWorship’s information to learn about TeleWorship and/or operate a TeleWorship services account; and

WHEREAS, the parties desire to provide the proper safeguards to protect any proprietary or confidential information (“information” and/or “confidential information”, and/or “confidential material”), including, but not limited to, strategies, materials, reports, plans, analyses, documents, drawings, machines, writings, samples, tools, models, and devices that may be disclosed by or on behalf of one party to the other party; and

WHEREAS, the parties have developed, use, and/or maintain commercially valuable and other proprietary and/or secret technical and non-technical information, which the parties protect by holding such information secret or confidential; and

WHEREAS, the parties are engaged in discussions regarding a potential business relationship between TeleWorship and the Member and/or have a business relationship between TeleWorship and the Member.

NOW, THEREFORE, for and in consideration of these premises and of the mutual terms and conditions contained herein, and intending to be legally bound, the parties hereto hereby covenant and agree as follows:

1. During these discussions, the Member may view and/or have access in oral, written or other form, to certain confidential information, data or materials of TeleWorship, including, without limitation, business plans; financial analyses and projections; strategies; current and prospective customer information; source code, operating code and other software; marketing and proposal information; financial and rate information; personnel information; data; information which gives the Member some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which would be detrimental to the interests of TeleWorship; and trade secrets, either owned or used TeleWorship in the course of its business, including, without limitation, proprietary and confidential information (collectively, “Confidential Material”).  The Member acknowledges that all such Confidential Material of TeleWorship is considered secret and is disclosed in strict confidence.
2. All written Confidential Material shall be marked with an appropriate legend.  Oral, visual and member-only Web-based Confidential Material are nevertheless covered by this Agreement if identified as such at the time of disclosure. 
3. All financial analyses, business plans, software, records, files, drawings, documents, presentations and the like relating to or incorporating the Confidential Material, which the Receiving Party may prepare, use, be provided with, or come into possession of or contact with, shall be and remain Confidential Material of TeleWorship and its sole and exclusive property.  No copies shall be made of any material or document provided under this Agreement except upon the explicit prior written consent of TeleWorship.
4. For a period of three (3) years from the date of disclosure, the Member will hold in trust and keep secret all Confidential Material obtained from TeleWorship; will maintain adequate internal safeguards to protect such Confidential Material and prevent its disclosure or unauthorized use; will neither use, exploit, misappropriate nor disclose, directly or indirectly, any Confidential Material or perform any acts which may directly or indirectly reduce or prejudice the proprietary value of such information to TeleWorship; and will make no commercial use of it whatsoever without TeleWorship’s prior written approval.  Notwithstanding the foregoing, Confidential Material may be disclosed to Member’s party’s employees, agents, advisors and consultants on a need to know basis provided such persons are informed of the confidential nature of the information and agree to act in accordance with the terms and conditions of this Agreement. The Member shall be responsible for any breach of this Agreement by such employees, agents, advisors or consultants.   No license or right to use is granted or implied to the Member by disclosure of Confidential Material by a TeleWorship under this Agreement.
5. The Parties agree that the non-use and non-disclosure restrictions or obligations of this Agreement shall not apply if and to the extent that the Receiving Party is able to prove that:

(a)     The information was known to the Member, prior to the time it was first received from TeleWorship;

(b)    The information has become generally known or available to the public through publication or otherwise, through no act or failure to act on the part of the Member in violation of this Agreement;

(c)     The information was received through a third party whose direct or indirect source is not TeleWorship, or any successor, affiliate or subsidiary thereof, and who has rightful possession of such information, without restriction, and without breach of this Agreement or a similar agreement by and between such third party and TeleWorship;

(d)    The information has been developed independently by the Member and can so demonstrate from its documented records;

(e)     The information is disclosed with the prior written approval and consent of the TeleWorship; or

(f)      The information is disclosed pursuant to a requirement imposed by a governmental agency or is otherwise required to be disclosed by operation of law, except that prior to any disclosure pursuant to this subsection, the Member shall notify TeleWorship and shall give the Disclosing Party an opportunity to participate in objecting to production of the information.

6. Confidential Material shall not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components, or combinations thereof are now known or become known to the public.
7. Upon request of TeleWorship or after the term of this Agreement, whichever is sooner, the Member shall cease all use of proprietary information and Confidential Material received from the other party, and shall destroy all such proprietary information and Confidential Material, including any and all copies thereof; and shall furnish TeleWorship with written certification of destruction, or, upon request of TeleWorship, shall return such proprietary information and Confidential Material to TeleWorship at its expense.
8. The waiver of any provision of this Agreement shall be enforceable only if such waiver is in writing and signed by the party charged with such waiver.  The waiver of any provision hereof shall not constitute a continuing waiver of the same or other provision of this Agreement.
9. This Agreement contains the entire understanding between the parties, superseding all prior or contemporaneous communications, agreements, and understandings between the parties with respect to the exchange and protection of Confidential Material.  This Agreement may not be modified in any manner except by written amendment executed by each of the parties hereto.
10. Any violation of this Agreement shall entitle the non-breaching party to injunctive relief, without the posting of any bond in connection therewith, together with any other remedies available to the non-breaching party, including monetary damages.  Any breach, imminent or actual, of the terms of this Agreement may give rise to irreparable harm for which money damages would not be an adequate remedy and, as such, in addition to any other available remedies, the non-breaching party will be entitled to enforce the terms of this Agreement by specific performance, temporary restraining order, temporary and permanent injunction, or through other equitable remedies without the necessity of proving actual damages or posting a bond of other undertaking.
11. If any provision in and of this Agreement or any application thereof, shall be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions and other application thereof shall in no way be affected or impaired.  The failure to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent the other party hereto from enforcing such provision of this Agreement.
12. In the event that it is necessary to institute litigation or enforce the provisions of this Agreement, the prevailing party herein shall be entitled to its costs of suit, including attorney’s fees, in such amount as the court shall adjudge reasonable, and in addition to any other amounts and costs awarded to such party.  This Agreement shall be binding upon and inure to the benefit of each party’s successors, heirs and assigns.
13. THIS AGREEMENT SHALL BE INTERPRETED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND IN THE EVENT OF A LAWSUIT ARISING HEREUNDER, EACH PARTY HEREBY AGREES THAT ANY SUCH LAWSUIT SHALL BE BROUGHT IN THE STATE COURT OF COMPETENT JURISDICTION IN THE STATE OF TEXAS.

IN WITNESS WHEREOF, and intending to be legally bound, the Member has accepted this agreement upon applying for Membership to TeleWorship’s members-only Web site or sites as indicated by the exchange of secure Web forms, electronic messages and/or e-mail between the Member and TeleWorship on the date of any such message or communication; and TeleWorship accepted this agreement upon accepting the Member’s application for Membership to TeleWorship’s members-only Web site or sites as indicated by the exchange of secure Web forms, electronic messages and/or e-mail between TeleWorship and the Member on the date of any such message or communication.

TeleWorship Confidentiality and Non-Disclosure Policy

This Confidentiality and Non-Disclosure Policy, (this “Agreement”), is by and between TeleWorship Corporation (together with its affiliates being herein sometimes collectively referred to as the “TeleWorship”), a Texas Corporation with its headquarters at the address of 4550 Fairway Avenue, Dallas, Texas 75219 and the person applying for membership in one or more of TeleWorship’s members-only Web sites (together with its affiliates being herein sometimes collectively referred to as the “Member”), and together with TeleWorship being hereinafter sometimes referred to as “each party” or “parties”, as the context so dictates).

WHEREAS, TeleWorship is providing the Member access to education and operational information in exchange, in part, for Member maintaining the confidentiality of TeleWorship’s information; and

WHEREAS, the Member desires access to TeleWorship’s information to learn about TeleWorship and/or operate a TeleWorship services account; and

WHEREAS, the parties desire to provide the proper safeguards to protect any proprietary or confidential information (“information” and/or “confidential information”, and/or “confidential material”), including, but not limited to, strategies, materials, reports, plans, analyses, documents, drawings, machines, writings, samples, tools, models, and devices that may be disclosed by or on behalf of one party to the other party; and

WHEREAS, the parties have developed, use, and/or maintain commercially valuable and other proprietary and/or secret technical and non-technical information, which the parties protect by holding such information secret or confidential; and

WHEREAS, the parties are engaged in discussions regarding a potential business relationship between TeleWorship and the Member and/or have a business relationship between TeleWorship and the Member.

NOW, THEREFORE, for and in consideration of these premises and of the mutual terms and conditions contained herein, and intending to be legally bound, the parties hereto hereby covenant and agree as follows:

1. During these discussions, the Member may view and/or have access in oral, written or other form, to certain confidential information, data or materials of TeleWorship, including, without limitation, business plans; financial analyses and projections; strategies; current and prospective customer information; source code, operating code and other software; marketing and proposal information; financial and rate information; personnel information; data; information which gives the Member some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which would be detrimental to the interests of TeleWorship; and trade secrets, either owned or used TeleWorship in the course of its business, including, without limitation, proprietary and confidential information (collectively, “Confidential Material”).  The Member acknowledges that all such Confidential Material of TeleWorship is considered secret and is disclosed in strict confidence.
2. All written Confidential Material shall be marked with an appropriate legend.  Oral, visual and member-only Web-based Confidential Material are nevertheless covered by this Agreement if identified as such at the time of disclosure. 
3. All financial analyses, business plans, software, records, files, drawings, documents, presentations and the like relating to or incorporating the Confidential Material, which the Receiving Party may prepare, use, be provided with, or come into possession of or contact with, shall be and remain Confidential Material of TeleWorship and its sole and exclusive property.  No copies shall be made of any material or document provided under this Agreement except upon the explicit prior written consent of TeleWorship.
4. For a period of three (3) years from the date of disclosure, the Member will hold in trust and keep secret all Confidential Material obtained from TeleWorship; will maintain adequate internal safeguards to protect such Confidential Material and prevent its disclosure or unauthorized use; will neither use, exploit, misappropriate nor disclose, directly or indirectly, any Confidential Material or perform any acts which may directly or indirectly reduce or prejudice the proprietary value of such information to TeleWorship; and will make no commercial use of it whatsoever without TeleWorship’s prior written approval.  Notwithstanding the foregoing, Confidential Material may be disclosed to Member’s party’s employees, agents, advisors and consultants on a need to know basis provided such persons are informed of the confidential nature of the information and agree to act in accordance with the terms and conditions of this Agreement. The Member shall be responsible for any breach of this Agreement by such employees, agents, advisors or consultants.   No license or right to use is granted or implied to the Member by disclosure of Confidential Material by a TeleWorship under this Agreement.
5. The Parties agree that the non-use and non-disclosure restrictions or obligations of this Agreement shall not apply if and to the extent that the Receiving Party is able to prove that:

(a)     The information was known to the Member, prior to the time it was first received from TeleWorship;

(b)    The information has become generally known or available to the public through publication or otherwise, through no act or failure to act on the part of the Member in violation of this Agreement;

(c)     The information was received through a third party whose direct or indirect source is not TeleWorship, or any successor, affiliate or subsidiary thereof, and who has rightful possession of such information, without restriction, and without breach of this Agreement or a similar agreement by and between such third party and TeleWorship;

(d)    The information has been developed independently by the Member and can so demonstrate from its documented records;

(e)     The information is disclosed with the prior written approval and consent of the TeleWorship; or

(f)      The information is disclosed pursuant to a requirement imposed by a governmental agency or is otherwise required to be disclosed by operation of law, except that prior to any disclosure pursuant to this subsection, the Member shall notify TeleWorship and shall give the Disclosing Party an opportunity to participate in objecting to production of the information.

6. Confidential Material shall not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components, or combinations thereof are now known or become known to the public.
7. Upon request of TeleWorship or after the term of this Agreement, whichever is sooner, the Member shall cease all use of proprietary information and Confidential Material received from the other party, and shall destroy all such proprietary information and Confidential Material, including any and all copies thereof; and shall furnish TeleWorship with written certification of destruction, or, upon request of TeleWorship, shall return such proprietary information and Confidential Material to TeleWorship at its expense.
8. The waiver of any provision of this Agreement shall be enforceable only if such waiver is in writing and signed by the party charged with such waiver.  The waiver of any provision hereof shall not constitute a continuing waiver of the same or other provision of this Agreement.
9. This Agreement contains the entire understanding between the parties, superseding all prior or contemporaneous communications, agreements, and understandings between the parties with respect to the exchange and protection of Confidential Material.  This Agreement may not be modified in any manner except by written amendment executed by each of the parties hereto.
10. Any violation of this Agreement shall entitle the non-breaching party to injunctive relief, without the posting of any bond in connection therewith, together with any other remedies available to the non-breaching party, including monetary damages.  Any breach, imminent or actual, of the terms of this Agreement may give rise to irreparable harm for which money damages would not be an adequate remedy and, as such, in addition to any other available remedies, the non-breaching party will be entitled to enforce the terms of this Agreement by specific performance, temporary restraining order, temporary and permanent injunction, or through other equitable remedies without the necessity of proving actual damages or posting a bond of other undertaking.
11. If any provision in and of this Agreement or any application thereof, shall be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions and other application thereof shall in no way be affected or impaired.  The failure to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent the other party hereto from enforcing such provision of this Agreement.
12. In the event that it is necessary to institute litigation or enforce the provisions of this Agreement, the prevailing party herein shall be entitled to its costs of suit, including attorney’s fees, in such amount as the court shall adjudge reasonable, and in addition to any other amounts and costs awarded to such party.  This Agreement shall be binding upon and inure to the benefit of each party’s successors, heirs and assigns.
13. THIS AGREEMENT SHALL BE INTERPRETED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND IN THE EVENT OF A LAWSUIT ARISING HEREUNDER, EACH PARTY HEREBY AGREES THAT ANY SUCH LAWSUIT SHALL BE BROUGHT IN THE STATE COURT OF COMPETENT JURISDICTION IN THE STATE OF TEXAS.

IN WITNESS WHEREOF, and intending to be legally bound, the Member has accepted this agreement upon applying for Membership to TeleWorship’s members-only Web site or sites as indicated by the exchange of secure Web forms, electronic messages and/or e-mail between the Member and TeleWorship on the date of any such message or communication; and TeleWorship accepted this agreement upon accepting the Member’s application for Membership to TeleWorship’s members-only Web site or sites as indicated by the exchange of secure Web forms, electronic messages and/or e-mail between TeleWorship and the Member on the date of any such message or communication.

©2006 and 2007 - TeleWorship Corporation