Miscellaneous Notebook Declaration

MISCELLANEOUS NOTEBOOK DECLARATION

Declaration Date:

Declarant Name:   Declarant Address:

Recipient / Counterparty Name:   Recipient Address:

WHEREAS

WHEREAS, Declarant is the creator, possessor and lawful owner of one or more notebooks and related records, physical or digital (collectively, the Notebook Materials), which contain technical data, notes, concepts, prototypes, drafts, analysis and other materials relating to Declarant's business and projects; and

WHEREAS, Recipient has been engaged to perform services and/or review Notebook Materials as described in the Scope of Work below and the parties wish to set forth the terms under which Notebook Materials will be declared, made available, used and protected; and

WHEREAS, the parties intend that the exchange and use of Notebook Materials occur on the terms set forth in this Declaration and the General Business Agreement provisions contained herein.

SCOPE OF WORK

Specific deliverables, formats, and accepted means of transmission (e.g., physical handover, encrypted file transfer, demonstrative review) shall be as described above. Any modification to the Scope of Work requires written approval signed by both parties.

PAYMENT TERMS

Late Payment: Any undisputed past-due amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition to interest, Recipient may suspend performance until payment in full is received if payment is more than days overdue.

TERM AND TERMINATION

This Declaration commences on and, unless earlier terminated in accordance with this Section, continues until .

Upon termination, Recipient shall, at Declarant's election, return or certify the secure destruction of all Notebook Materials in Recipient's possession, except to the extent retention is required by law. Payment obligations for services performed prior to termination remain due and payable.

CONFIDENTIALITY

Recipient acknowledges that Notebook Materials may contain Confidential Information. "Confidential Information" means non-public information designated as confidential or that, by its nature, should reasonably be understood to be confidential. Recipient shall: (a) use Confidential Information solely to perform the Scope of Work; (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound to confidentiality obligations at least as protective as this Declaration; and (c) exercise no less than reasonable care to protect Confidential Information from unauthorized disclosure. Exceptions: information that is or becomes publicly known through no breach by Recipient, independently developed by Recipient without use of Declarant's Confidential Information, or rightfully received from a third party without confidentiality obligations.

Remedies: The parties agree that monetary damages may be insufficient to remedy a breach of this confidentiality provision and that Declarant shall be entitled to injunctive relief in addition to any other remedies at law or in equity.

INTELLECTUAL PROPERTY

Ownership: Declarant retains all right, title and interest in and to the Notebook Materials and any intellectual property contained therein, including prior and subsequent derivatives, except as expressly granted in writing. Nothing in this Declaration grants Recipient rights to use Declarant's trademarks, trade names or logos except as expressly permitted in writing.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Each party represents that it has the authority to enter this Declaration. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL OTHER WARRANTIES ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. Recipient shall indemnify and hold Declarant harmless from claims arising from Recipient's breach of confidentiality obligations or misuse of the Notebook Materials.

GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Declaration.

ENTIRE AGREEMENT

This Declaration, together with any attachments or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Declaration must be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notices are effective upon receipt.

Sign Now