Site Terms

WHEREAS, intarcorp.com desires to transmit to site visitor and site visitor desires to receive from intarcorp.com certain intarcorp.com Proprietary Information relating to intarcorp.com's products, software and future business plans, NOW THEREFORE, in consideration of the mutual covenants and conditions set forth herein, and other good and valuable consideration, it is agreed as follows: 1. Information and Materials (A) “Information” means information available at intarcorp.com, or otherwise designated by intarcorp.com as being confidential or which, under circumstances surrounding disclosure ought to be treated as confidential. Information includes, without limitation, information relating to released or unreleased intarcorp.com software or hardware products, the marketing or promotion of any intarcorp.com products, intarcorp.com business policies or practices, and information received from others that the intarcorp.com is obligated to treat as confidential. Information disclosed to the site visitor by any intarcorp.com Subsidiary, agents and/or consultants is covered by this Agreement. (B) Confidential information shall include any information that: (i) is or subsequently becomes publicly available without site visitor’s breach of this or any obligation owed to intarcorp.com; (ii) became known to site visitor prior to intarcorp.com’s disclosure of such information to site visitor; (iii) became known to site visitor from a source other than intarcorp.com and other than by breach of an obligation of confidentiality owed to intarcorp.com; or (iv) is independently developed by the site visitor without breach of this Agreement. (C) “Materials” shall mean all tangible material containing Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. 2. Restrictions (A) The site visitor shall not disclose any Information furnished in oral, visual, written and/or other tangible form to third parties for five (5) years following the effective date of the Agreement, except to site visitor’s employees, agents and/or Consultants on a need-to-know basis as provided below. However, site visitor may disclose Information in accordance with judicial and other governmental order, provided site visitor first gives intarcorp.com reasonable notice prior to such disclosure in order to permit intarcorp.com to protect the information’s confidentiality. (B) The site visitor shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Information (but in no event less than reasonable care), to keep confidential the Information received from intarcorp.com. In accordance, site visitor may disclose Information or Materials only to those employees, agents, and/or consultants who have a need-to-know. Site visitor will inform its friends and family who handle such information that it is confidential and not to be disclosed to others. Site visitor will have. Site executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable it to comply with the provisions of this Agreement. (C) The site visitor may not reverse engineer, decompile or disassemble any software or hardware products disclosed to the site visitor. The site visitor further agrees to use the intarcorp.com’s Information only for evaluation purposes or to provide services to the intarcorp.com. 3. Rights and Remedies (A) site visitor shall notify intarcorp.com immediately upon discovery of any unauthorized use or disclosure of Information or Materials, or any other breach of this Agreement by site visitor, and will cooperate with intarcorp.com in every reasonable way to help intarcorp.com regain possession of the Information or Materials to prevent its further unauthorized use. (B) site visitor acknowledges that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Information and that intarcorp.com shall be entitled to, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. (C) site visitor shall return all originals, copies, reproductions, and summaries of Information or Materials at intarcorp.com’s request, or at intarcorp.com’s option, certify destruction of the same. Site visitor shall be entitled to retain a secure copy of intarcorp.com's Information for archival purposes only. (D) intarcorp.com may visit site visitor’s premises, with reasonable prior notice and during normal business hours, to review site visitor’s compliance with the terms of this Agreement. 4. Miscellaneous (A) The site visitor agrees that the intarcorp.com’s Information is and shall at all times remain the property of the intarcorp.com. No use of such Information is permitted except as otherwise provided herein and no grant under any of the intarcorp.com’s intellectual property rights is hereby given or intended including any license implied or otherwise. (B) site visitor agrees that it does not intend nor will it directly or indirectly, export or transmit any Information or Materials or any products, process or service that is the direct product of Information or Materials to any country to which such export or transmission is restricted by regulation or statute, without prior written consent of the Export Administration Office of the Department of Commerce or such other governmental entity as may have jurisdiction over such export or transmission. (C) If any provision of this Agreement is held, by a court of competent jurisdiction, to beillegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (D) This Agreement may not be assigned by either party without the prior written consent of the other and any such purported assignment shall be void. (E) This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and merges all prior discussions between them as to Information and/or Materials. It shall not be modified except by a written agreement dated subsequent to the effective date of this Agreement, signed by both parties and including a copy of this Agreement as an attachment. This Agreement shall construed and controlled in accordance with the laws of the State of Delaware, and both parties further consent to jurisdiction by the state and federal courts sitting in the State of Delaware. (F) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. Subject to the limitations set forth herein, this Agreement shall inure to the benefit of and be binding upon the parties, their successors and assigns. BY RECEIVING THIS MESSAGE, site visitor has executed this Agreement effective as of the intarcorp.com original registration date. All characters and events depicted are fictitious. Any similarity to any person living or dead is merely coincidental.