By accessing The Spark Program preview account, you agree to the following confidentiality and non-disclosure agreement:
For purposes of this Agreement, “Confidential Information” includes, but is not limited to, the following types of information and other information of a similar nature of Celebrate EDU and its affiliates, whether set forth in a writing, disclosed by or on behalf of Celebrate EDU orally or in any other manner, or created, discovered or reduced to practice under this Agreement: (a) all non-public information and material of Celebrate EDU and its affiliates (and of companies with which Celebrate EDU has entered into confidentiality agreements) that Recipient obtains knowledge of or access to, including but not limited to non- public information regarding potential or actual products (including products in development), manufacturing processes, business strategies and plans, customer lists, research and development programs, computer programs, hardware configuration information, technical drawings, algorithms, methods, designs, data, know-how, formulas, processes, specifications, ideas, inventions (whether patentable or not), trade secrets, schematics and other technical, business, marketing and product development plans, revenues, expenses, earnings projections, forecasts, strategies, and other non-public business, technological, and financial information and expressly including all curricula and related materials and information developed by Celebrate EDU; and (b) the terms and conditions of this Agreement. Any proprietary or confidential information previously exchanged between the Parties shall be subject to the requirements of this Agreement as fully as if this Agreement had been in effect on the date such information was provided. Permitted Use and Disclosure. Recipient may use the Confidential Information only to further the Purpose (as defined above) and for uses expressly permitted by this Agreement. Recipient may only disseminate Confidential Information to those employees, consultants or agents of Recipient who: (i) have a demonstrable need to know; (ii) have been informed of Recipient’s obligations hereunder; and (iii) are bound by an obligation of confidentiality to Recipient at least as broad in scope as Recipient’s obligations hereunder. A breach of such agreement shall be considered a material breach hereunder. Restrictions. Except as expressly provided in this Agreement, Recipient shall not: Publish, disseminate or otherwise disclose or make available Confidential Information received hereunder to any person, firm or corporation without prior written consent of Celebrate EDU; or Use Confidential Information for any purpose including, without limitation, selling, leasing, renting, licensing, marketing or otherwise distributing any Confidential Information or products or services embodying or derived from same. Recipient agrees to use the same degree of care that it uses to protect its confidential information of similar importance to prevent any unauthorized disclosure of Confidential Information, but in no event less than a reasonable degree of care. Discussions. Recipient shall not publicize or disclose beyond those persons to whom Confidential Information may be disclosed hereunder the existence and terms of this Agreement or the discussions that give rise to this Agreement, and all such information shall be deemed Confidential Information for all purposes hereof. Notification of Unauthorized Use or Disclosure. Recipient shall notify Celebrate EDU in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information by Recipient or its employees, consultants or agents, and will reasonably cooperate with Celebrate EDU to regain possession of the Confidential Information and prevent its further unauthorized use. Ownership. All Confidential Information and other materials furnished to Recipient by or on behalf of Celebrate EDU, including without limitation all proprietary rights therein, shall remain the property of Celebrate EDU. Recipient will return to Celebrate EDU, or at Celebrate EDU’s option destroy, all such materials and all copies thereof within a reasonable time following Celebrate EDU’s written request. Recipient will verify in writing to Celebrate EDU the return (or, at Celebrate EDU’s option, destruction) of all such materials. This Agreement does not give Recipient an express or implied license or other rights to the Confidential Information. Term. The foregoing commitments of either Party in this Agreement shall continue for a period of five (5) years following the date of this Agreement or termination of the same, whichever is later. Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the Confidential Information and other materials disclosed hereunder and supersedes all oral and written agreements, either entered prior to or contemporaneously with this Agreement, concerning the Confidential Information and materials. This Agreement may not be modified except by written agreement and signed by both Parties. Remedies. Recipient agrees that its obligations hereunder are necessary and reasonable in order to protect Celebrate EDU and Celebrate EDU’s business, and expressly agrees that monetary damages would be inadequate to compensate Celebrate EDU for any breach by Recipient of any covenants and agreements set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to Celebrate EDU and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Celebrate EDU shall be entitled to obtain injunctive relief (without posting any bond or other security) against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages. Presumptions. In construing the terms of this Agreement, no presumptions shall operate in either Party’s favor as a result of its counsel’s role in drafting the terms or provisions hereof. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding that body of law relating to choice of law. Each Party hereby agrees that any dispute or action arising out of or relating to this Agreement shall be commenced only in the state or federal courts located in Ventura County, California. Each Party hereby consents and irrevocably submits to the exclusive jurisdiction of such courts for any such dispute or action, and waives any objections to such courts based on venue or the doctrine of forum non conveniens. Severability; Waiver. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect. A waiver by either Party of any of the covenants to be performed by the other Party or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any covenant hereof contained.