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Ownership and Use of Confidential Information. Ambassador acknowledges that SmartVine owns all product, Ambassador and customer information and data that Ambassador may create or compile, including but not limited to product and purchasing information, customer and Ambassador contact and profile details, Ambassador lists, operating and production procedures, product development information, financial data and marketing materials (collectively, “Confidential Information”), and that all Confidential Information is confidential and that its disclosure could cause significant harm to SmartVine. Ambassador will not use or disclose Confidential Information to any person except in strict accordance with this Agreement and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. Ambassador will not use Confidential Information to sell products or services other than SmartVine products and services or in connection with any other business during the term of and after termination of this Agreement. Ambassador understands that Ambassador will be deemed to breach his or her obligations to SmartVine with respect to Confidential Information or trade secrets if Ambassador works or performs services (including consulting or advisory services) for a competitor of SmartVine in any position in which Ambassador is required to or do use, disclose or otherwise employ any Confidential Information obtained during Ambassador’s relationship with SmartVine. Ambassador understands and agrees that this provision does not prohibit Ambassador from working for a competitor of SmartVine during the term of this Agreement or after the termination of this Agreement, but requires Ambassador not to use, share or otherwise communicate Confidential Information or trade secrets to such a competitor or to perform services for such a competitor. Ambassador agrees that a breach of this provision shall cause irreparable harm to SmartVine and that SmartVine will be entitled to injunctive relief in the event of a breach of this provision, in addition to any other legal or equitable remedies to which SmartVine may be entitled. Ambassador further agrees that the terms of this Agreement shall be deemed Confidential Information and shall be subject to the provisions of this Section. Upon SmartVine’s reasonable written request, Ambassador agrees to return to SmartVine all Confidential Information, including but not limited to all marketing collateral, marketing plans, documentation, notes, plans, drawings and copies thereof. All information is provided “AS IS” and without any warranty, express, implied or otherwise, regarding its accuracy or performance.
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Waiver. No waiver under this Agreement is effective unless it is in writing and signed by the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement: any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or any act, omission or course of dealing between the parties.
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Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise.
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Assignment. Ambassador may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of SmartVine. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating party of any of its obligations under this Agreement. SmartVine may assign any of its rights or delegate any of its obligations to any Affiliate or to any Person acquiring all or substantially all of SmartVine’s assets.
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Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.
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No Third-party Beneficiaries. The parties do not confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.
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Choice of Law. This Agreement, including all exhibits, schedules, attachments, and appendices attached hereto and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the Laws of the State of California, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of California.
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Choice of Forum. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached hereto and thereto, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the Northern District of California or, if such court does not have subject matter jurisdiction, the courts of the State of California sitting in Contra Costa County, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in Northern District of California or, if such court does not have subject matter jurisdiction, the courts of the State of California sitting in Contra Costa County. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.
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Waiver of Jury Trial. Each party acknowledges and agrees that any controversy that may arise under this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, or the transactions contemplated hereby.
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Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (iv) applicable law; (v) actions, embargoes, or blockades in effect on or after the date of this Agreement; (vi) action by any Governmental Authority; (vii) national or regional emergency; (viii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (ix) shortage of adequate power or transportation facilities (each a "Force Majeure Event").