These Terms and Conditions (the “Terms”) are effective upon execution of an Estimate referencing these Terms (each, a “Estimate” and together with these Terms, the “Agreement”), by and between Suitextend, Inc dba eXtendTech (“eXtendTech”) and the party named as Customer in the Estimate. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communications and agreements.
Subject to the terms and conditions of the Agreement, eXtendTech grants to Customer a non-exclusive, non-transferable license to use the software identified in the Estimate for its own internal business operations. Customer may not, however, transfer or sublicense the Licensed Programs to any third party, in whole or in part, in any form, whether modified or unmodified.
By virtue of this agreement, each party agrees not to disclose the terms of this Agreement, except when legally mandated or in the course of commercial due diligence proceedings provided that any third party recipient shall be bound by non-use and non-disclosure obligations no less restrictive than those set out herein. Each party acknowledges that in the course of performing its duties under this Agreement it may be furnished with, receive, or otherwise have access to information of or concerning the other party, which the other party considers to be confidential, proprietary, a trade secret or otherwise restricted. All confidential information furnished by a party to the other shall remain the property of and be deemed proprietary to the disclosing party. Each party agrees: (i) to receive such confidential information in strict confidence and not disclose it to any third party without the prior written consent of the disclosing party; (ii) to accord such confidential information at least the same level of protection against unauthorized use or disclosure that the receiving party customarily accords to its own confidential, proprietary or trade secret information of a like nature, but in no event less than reasonable care; and (iii) to use such confidential information solely and exclusively for the purposes of and in accordance with the terms of this Agreement. Information shall not be considered confidential information to the extent that such information is or becomes known publicly through no fault of the parties, is already known to either party before receipt of such information from the disclosing party or is required to be disclosed by law so long as the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. The confidentiality obligations outlined herein shall extend from the Effective Date until such information is no longer confidential in nature.
