Pinecone Non-Disclosure Agreement and Legal Notice
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”), effective as of today, is made by and between Pine Cone II, LLC (hereinafter “Pinecone”), an Indiana Limited Liability Company, having its principal place of business at 11555 N. Meridian St., Suite 560, Carmel, Indiana 46032., and YOU (the “Receiving Party”).
WHEREAS, the Pinecone wishes to disclose to the Receiving Party certain confidential and proprietary information of Pinecone’s in connection with the rollout and Alpha/Beta testing of the Pinecone’s best business practice model known as the “Model” (the “Business Purpose”), and
WHEREAS, the parties wish to provide for the protection of the confidential information;
NOW, THEREFORE, for and in consideration of the mutual promises contained herein, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound, do agree as follows:
1. Definition of “Confidential Information”. As used herein, “Confidential Information” means any and all non-public, confidential and proprietary information, as well as the intellectual property rights embodied therein (including patent, copyright, trademark, trade secret and other intellectual property rights), disclosed by Pinecone to the Receiving Party, including, without limitation, Pinecone’s information concerning research, experimental work, Alpha and Beta testing, development, design details, engineering, computer software, customer lists, financial information, business forecasts and sales and marketing plans. Any Confidential Information disclosed in tangible form shall be clearly marked as “confidential”, “proprietary” or designated with words of similar import. Any Confidential Information disclosed orally shall be identified as confidential at the time of its disclosure and Pinecone shall reduce such Confidential Information to writing and to provide it to the Receiving Party within twenty (20) days of its disclosure. The existence of any business negotiations, discussions, consultations, or agreements in progress between the parties shall also be considered “Confidential Information”.
2. Obligations of the Receiving Party. The Receiving Party agrees that it will not make use of, disseminate, or in any way disclose Pinecone’s Confidential Information to any person or entity without the prior written consent of Pinecone, except: (i) to those of Receiving Party’s directors, officers, employees or outside advisors who need to know such information and who have previously agreed (either as a condition of employment or in order to obtain the Confidential Information) to be bound by terms and conditions substantially similar to those of this Agreement; and (ii) solely in connection with the Business Purpose. The Receiving Party shall treat all Confidential Information of Pinecone with the same degree of care as it accords its own Confidential Information. Other than as provided for herein, neither party shall disclose the fact that the Confidential Information of the other has been disclosed or that discussions or negotiations have taken place or are currently underway, nor the content or status of these negotiations, without the prior written consent of the other party. Any employee, officer, director or outside advisor of the Receiving Party who discloses Confidential Information shall be conclusively presumed to have been authorized to do so by the Receiving Party, and the Receiving Party shall be absolutely liable for the consequences of such disclosure.
3. Exceptions. The term Confidential Information shall not include any information that: (i) is in the public domain for some reason other than disclosure by the Receiving Party; (ii) was rightfully in the Receiving Party’s possession free of any obligation of confidentiality at or after the time it was communicated to the Receiving Party by Pinecone; (iii) is disclosed in response to a valid order by a court or other government body of competent jurisdiction or is otherwise required by law to be disclosed; (iv) is independently developed in the future by the Receiving Party without reference to or use of the Confidential Information; or (v) is necessary to disclose to establish the rights of either party under this Agreement.
4. Return or Destruction of Materials. Any materials or documents which have been furnished to the Receiving Party by Pinecone shall be promptly returned, accompanied by all copies, summaries and descriptions of such documentation, or, at the direction of Pinecone, destroyed, within ten (10) days after receipt by the Receiving Party of a written notice by Pinecone requesting such return or destruction. Upon such request, all analysis, Alpha or Beta testing, compilations, studies or other documents containing or reflecting the Receiving Party’s use of the Confidential Information will be destroyed by the Receiving Party, and such destruction confirmed to Pinecone in writing.
5. No Rights Granted. Nothing in this Agreement is intended to grant any rights or licenses under any patent, trade secret or copyright of either party to the other, nor shall this Agreement grant the Receiving Party any right whatsoever in or to the Confidential Information of Pinecone, except the limited right to review such Confidential Information solely in connection with the Business Purpose.
6. Continuing Obligation. Whether or not the contemplated business relationship between the parties is consummated or the Business Purpose is completed, the covenants pertaining to confidentiality in this Agreement shall nevertheless remain in full force and effect for a period of twenty-five (25) years from the last disclosure of Confidential Information from one party to the other hereunder, unless Pinecone expressly agrees in writing to release all or part of its Confidential Information from the restrictions imposed by this Agreement before such period has elapsed.
7. Injunctive Relief. A breach by either party of its promises or obligations hereunder will result in irreparable and continuing damage to the other party for which there may be no adequate remedy at law, and the aggrieved party shall be entitled to seek injunctive relief and/or specific performance, and any other relief as may be proper. No bond or other security shall be necessary with respect to such relief. In any action to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to an award of outside attorneys’ fees and costs against the non-prevailing party, including fees and costs of any appeal therefrom. An aggrieved party’s access to injunctive relief shall not abrogate or limit an aggrieved party’s right to seek other forms of relief under statutory or common law.
8. No Warranty. Receiving Party acknowledges and understands that Pinecone makes no representation or warranty in relation to any of its Confidential Information, its adequacy, accuracy, or suitability for any purpose, except as expressly agreed in writing, shall not be liable for any loss or damage arising from any use of its Confidential Information by the Receiving Party if such use goes beyond the evaluation of such Confidential Information in furtherance of the purposes of this Agreement.
9. Waiver and Modification. No failure or delay by a party hereto in exercising any right, power or privilege hereunder shall operate as a wavier hereof, nor shall any single or partial exercise thereof preclude any other further exercise thereof or the exercise of any right, power or privilege hereunder. The waiver of any breach or default hereunder shall not constitute the waiver of any subsequent breach or default. This Agreement may be modified only by a writing executed by authorized representatives of each party.
10. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Indiana applicable to contracts executed and performed entirely therein, without regard to conflicts of law principles requiring the application of the laws of any other state or jurisdiction.
11. Non-Disparagement. In addition to the restrictions set forth above, for a period of five (5) years from the date of this Agreement, each party agrees that it will not directly or indirectly disparage the other or the Model by the electronic, print, computer, telephonic, oral or any other type and form of media or communication.
12. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements or understandings, whether written or oral, between the parties regarding such subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
Pinecone Legal Information:
Patent Information
Features and services within Pine Cone II, LLC (“Pine Cone II”) products may be the subject matter of pending and issued patents assigned to Pine Cone II.
Trademark Information
Pine Cone II, the Pine Cone II logo, among others, are claimed or registered trademarks and/or claimed or registered service marks of Pine Cone II Inc., or one of its subsidiaries, in the United States and/or other countries.
Copyright Information
Pine Cone II's products, services, web content and related materials (collectively, the "Model") are owned by Pine Cone II and/or its licensors, and all rights in such Offerings are reserved by Pine Cone II and/or its licensors.
Copyright Infringement Notification
Pine Cone II respects the intellectual property rights of others and expects that the users of our Offerings do the same. Persons who believe that their copyrighted work has been used in a way that may constitute copyright infringement and is accessible through an Pine Cone II Offering may notify Pine Cone II's Designated Agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA).
All such notices must comply with the requirements of U.S. Copyright Act 17 U.S.C. 512(c)(3) and regulations promulgated thereunder, each as amended. Such notices not complying with these requirements will not be processed. No other notices or inquiries of any type, including requests for information, purchase or technical support questions, notices of infringement of third-party trademark or patent rights, employment inquiries, press inquiries, or investor inquiries, will be read or answered under this Agent and Agent Address.
The Model
The Pine Cone II Model is a wide ranging training, processes program, and a business development system centered around Crown Haven, LLC’s business acumen and best practices that revolve around Salesforce INC’s Salesforce Financial Service Cloud Platform, that use a variety of custom Pine Cone II built extensions and customizations, some of which also include other 3rd party software(s).
Designated Agent and Address of Agent:
Attn: Legal Department - Copyright Agent
Pine Cone II Inc.
11555 N Meridian St. Ste 560
Carmel, IN 46032
Telephone: 317-343-6230
Fax: 317-343-6230
Email: support@gopinecone.com
Under Section 512(f) of the DMCA any person who knowingly materially misrepresents materials or activity is infringing may be subject to liability for damages (including costs and attorney fees).
Lastly, the information provided to Pine Cone II in a copyright infringement notification may be forwarded to the person who provided the allegedly infringing materials.
Risk of Loss
All items purchased and shipped from Pine Cone II are fulfilled pursuant to a shipment contract between Pine Cone II and our carriers. This means that both the risk of loss and title for such items pass to you upon our delivery of the items to the carrier.
Rights of Salesforce and Third Parties
Salesforce, Salesforce Cloud, Financial Service Cloud, are all registered Trademarks of Salesforce INC.
3rd Party Recommendation Companies found in Pinecone Resources contain registered Trademarks of their respective owners.
Pine Cone II does not now, and has never claimed to be the creator or owner of any Intellectual Property that is recommended to be used in the Model, including but not limited to myTrailHead Training, Webinar Series, In-Person Speaking Event, or any other promotional materials printed or digital that are held by Salesforce, other recommended partner companies, and any other future recommendations.
