Agreement *
SOFTWARE DEVELOPMENT NON-DISCLOSURE AGREEMENT 1. This Software Development Non-Disclosure Agreement, hereinafter known as the “Agreement”, is created between MYRIADVENTURES ENTERPRISE, hereinafter known as the “1st Party”, and the Client as the representative of the Company/Organization, hereinafter collectively known as the “2nd Party”, and collectively known as the “Parties”. 2.TYPE OF AGREEMENT This Agreement shall be Unilateral, whereas, the 1st Party shall have sole ownership of the Software with the 2nd Party being prohibited from disclosing confidential and proprietary information that is to be released by the 1st Party in an effort to develop the Software. 3.DEFINITION For the purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, software products, software source code or any related codes in all formats, business plans, financial statements, customers or users, analytical data, documentation, and correspondences that have not otherwise been made publicly available. However, Confidential Information does not include:(a)information generally available to the public;(b)widely used programming practices or algorithms;(c)information rightfully in the possession of the Parties prior to signing this Agreement; and(d)information independently developed without the use of any of the provided Confidential Information. 4.OBLIGATIONS The obligations of the Parties shall be to hold and maintain the Confidential Information in the strictest of confidence at all times and to their agents, employees, representatives, affiliates, and any other individual or entity that is on a “need to know” basis. If any such Confidential Information shall reach a third (3rd) party or become public, all liability will be on the Party that is responsible. Neither Party shall, without the written approval of the other Party, publish, copy, or use the Confidential Information for their sole benefit. If requested, either Party shall be bound to return any and all materials to the Requesting Party within 7 days. 5.TIME PERIOD The bounded Party’s(ies’) duty to hold the Confidential Information in confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing such Party from this Agreement. 6.RELATIONSHIP The Parties agree that there is no such statement in this Agreement that suggests any Party is an employee, partner, or that the Software is a joint venture. All ownership interests, if any, shall be stated in a separate agreement. 7.SEVERABILITY If a court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties. 8.INTEGRATION This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing with the acknowledgment of the Parties. 9.ENFORCEMENTThe Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and or equitable relief may be sought. The harmed Party shall be entitled to all remedies available at law.10. GOVERNING LAW This Agreement shall be governed under the laws in the country of Malaysia. By ticking “I have read the Terms and Conditions and Non-Disclosure Agreement” in the registration form, the second party has agreed to the obligations stated in this document. This is a computer-generated document. No signature is required. THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHERLIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
