WORKING WITH INFLUXIVE MEANS THAT YOU FOLLOW AND ACCEPT THESE RULES:-

1. Confidential Information and Confidential Materials

“Confidential Information” means nonpublic information that Disclosing Party designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. “Confidential Information” includes, without limitation, information relating to released or unreleased Disclosing Party software or hardware products, the marketing or promotion of any Disclosing Party product, Disclosing Party’s business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to Receiving Party by any Disclosing Party Subsidiary and/or agents is covered by this Agreement.

“Confidential Information” shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable, and know-how acquired as a result of contractual relationships.

“Confidential Information” includes commercial secrets, personal secrets, artistic secrets and state secrets. The terms confidential information and trade secrets are often used interchangeably but strictly speaking, trade secrets are a subset of confidential information in the context of business, commerce or trade. Examples of trade secrets can include manufacturing processes, recipes, engineering and technical designs and drawings, product specifications, customer lists, business strategies and sales and marketing information.

“Confidential Information” includes technical information; methods; processes; formulae; compositions; inventions; machines; computer programs; research projects and business information as well such as customer lists; pricing data; sources of supply; and marketing, production, or merchandising systems or plans.

1. Exclusions from Confidential Information

”Confidential Information” shall not include any information that:

(a)          is or subsequently becomes publicly available without Receiving Party’s breach of any obligation owed Disclosing Party,
(b)          became known to Receiving Party prior to disclosing Party’s disclosure of such information to Receiving Party,

(c)           became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party, or

(d)          is independently developed by Receiving Party.

1. Disclosure

Disclosing Party agrees to disclose, and Receiving Party agrees to receive the Confidential Information.

 

1. Non-Disclosure & Nonuse

Receiving Party shall not disclose, make use of or disseminate any Confidential Information to third parties for two (1) year following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party’s consultants as provided below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided Receiving Party shall give Disclosing Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.

Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Material only to Receiving Party’s employees or consultants on a need-to-know basis during execution of the project(s). Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable it to comply with all the provisions of this Agreement.

Confidential Information and Confidential Materials may be disclosed, reproduced, summarized or distributed only in pursuance of Receiving Party’s business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent commingling.

1. Exclusions from Nondisclosure and Nonuse obligations

Each party's obligations under Clause 4 ("Nondisclosure and Nonuse") with respect to any portion of the other party's Confidential Information shall terminate when the party seeking to avoid its obligation under such Paragraph can document that a disclosure of Confidential Information:

(a)          occurred in response to a valid order by a court or other governmental body,

(b)          was/is otherwise required by law, or

(c)           was/is necessary to establish the rights of either party under this Agreement

 

Such a disclosure as described in this clause 5 shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Receiving Party shall provide prompt written notice thereof to enable Disclosing Party to seek a protective order or otherwise prevent such disclosure.

1. Ownership of Confidential Information

All Confidential Information and Confidential Materials are and shall remain the property of Disclosing Party. By disclosing information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information.
This is in regard to the purchase of Product/Services/Modules/Add-ons/Applications/Softwares Or Anything else falling in above said categories from INFLUXIVE TECHNOLOGIES. The Product/Services/Modules/Add-ons/Applications/Softwares Or Anything else falling in above said categories won’t be encrypted in any form. I as a buyer have full rights to modify it or get it modified from anywhere else where I as a buyer feel like. INFLUXIVE TECHNOLOGIES is responsible for installation and solving any bugs which comes out during installation and within support period of 6 months starting from day of installation and it is my responsibility to inform them for the errors. Additional modules or new developments will be charged extra at 70% of price of market.
I as a buyer do not have reselling rights for the Product/Services/Modules/Add-ons/Applications/Softwares Or Anything else falling in above said categories and if I do so or found to have done so, INFLUXIVE TECHNOLOGIES has full rights to take up the penalty in terms of financial loss from me if they have faced from my side. In future, though I as a Buyer  free to get the Product/Services/Modules/Add-ons/Applications/Softwares Or Anything else falling in above said categories modified from any place, I will be solely responsible for the sending the Codes/Product/Services/Modules/Add-ons/Applications/Softwares Or Anything else falling in above said categories to other service providers and if they are found selling , same is the responsibility of mine in that case too and I will bear the penalty whatsoever.
I as a buyer will not harm INFLUXIVE TECHNOLOGIES in any sense or way thereby misusing, reselling or running of Product/Services/Modules/Add-ons/Applications/Softwares Or Anything else falling in above said categories failing which will have no responsibility/implications on INFLUXIVE TECHNOLOGIES.

1. No Warranty

If either party provides pre-release software as Confidential Information or Confidential Materials under this Agreement, such pre-release software is provided “as is” without warranty of any kind. Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever relating to Receiving Party’s use of such pre-release software.

1. Miscellaneous 

The terms of confidentiality under this Agreement shall not be construed to limit either party’s right to independently develop or acquire products without use of the other party’s Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or work with such Confidential Information, provided that such party shall maintain the confidentiality of the Confidential Information as provided herein. The term “residuals” means information in non-tangible form, which may be retained by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party’s copyrights or patents. Receiving party cannot benefit from use of Confidential Information directly or indirectly in any form, without explicit written permission of Disclosing Party.

1. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorized officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.
This agreement constitutes that the license of the software to the buyer will be for lifetime period and there will no additional fees taken in future for the same. The buyer will receive the final code copy when all is done with all sources and full source code. The whole of the source code for theloop is owned and created from scratch by INFLUXIVE TECHNOLOGIES and is copyrighted by us. After selling the software, the same license and copyrights are transferred to the buyer with full rights except for reselling of it thereby removing all responsibilities from Influxive.

1. Attorney Fees

If client/buyer party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall not be entitled to recover reasonable attorneys’ fees.

1. Choice of Law

This Agreement shall be constructed and controlled by the laws of Indian Govt.(New Delhi). Process may be served on either party by mail, postage prepaid, certified or registered, return receipt requested, or by such other traceable method as authorized by law.

Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns.

1. Severability and Survival of Rights & Obligations

If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

All obligations created by this Agreement shall survive change or termination of the parties’ business relationship.

1. INFLUXIVE TECHNOLOGIES Employees, Consultants and Contractors

During the course of the contract(s) between __________________and INFLUXIVE TECHNOLOGIES there may be “Confidential Information” as defined in paragraph 1 (one) of this document disclosed to the employee, contractors, and consultants of INFLUXIVE TECHNOLOGIES.

The employee, contractors, and consultants of INFLUXIVE TECHNOLOGIES shall not during, or at any time after the termination of my employment with the INFLUXIVE TECHNOLOGIES , use for themselves or others, or disclose or divulge to others any trade secrets, confidential information, or any other data of the Company in violation of this agreement.

Upon the termination of employment from the INFLUXIVE TECHNOLOGIES, the employee, contractors, and consultants shall return to the INFLUXIVE TECHNOLOGIES. all documents relating to the company, including but not necessarily limited to: drawings, blueprints, reports, manuals, correspondence, customer lists, computer programs, and all other materials and all copies thereof relating in any way to the contracts with __________________, or in any way obtained by me during the course of the contract with INFLUXIVE TECHNOLOGIES.

INFLUXIVE TECHNOLOGIES further agrees to notify current, future or prospective employee of the existence of this agreement and ensure compliance with this agreement according to the generally acceptable best practices for handling Confidential information.

In case of any employee leaving the job from Influxive Technologies after damaging the buyer/client property or creating any type of loss, Influxive Technologies will not be responsible in this case and will not bear any loss.

1. Rights and Remedies

Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information and/or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorized use.

Disclosing Party may visit Receiving Party’s premises, with reasonable prior notice and during normal business hours, to review Receiving Party’s compliance with the terms of this Agreement.

This agreement shall be binding for signing parties and successors in interest, and shall inure to the benefit of the Disclosing Party, its successors and assigns.

The unenforceability of any provision to this agreement shall not impair or affect any other provision.

In the event of any breach of this agreement, the Disclosing Party shall have full rights to injunctive relief, in addition to any other existing rights, without requirement of posting bond.

1. Suggestions and Feedback

Either party may from time to time provide suggestions, comments or other feedback to the other party with respect to Confidential Information provided originally by the other party (hereinafter “Feedback”). Both parties agree that all Feedback is and shall be entirely voluntary and shall not, absent separate agreement, create any confidentiality obligation for the Receiving Party. However, the Receiving Party shall not disclose the source of any feedback without the providing party’s consent. Feedback shall be clearly designated as such and, except as otherwise provided herein, each party shall be free to disclose and use such Feedback as it sees fit, entirely without obligation of any kind to the other party. The foregoing shall not, however, affect either party’s obligations hereunder with respect to Confidential Information of the other party.

That the above rules are related to Past/Present/Future clients/buyers of Influxive Technologies and with Influxive Technologies and its Employees/Management/Owners only.

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