Non Disclosure Agreement

CONFIDENTIALITY (NON-DISCLOSURE) AGREEMENT

Version 1.2
July 2010

This is a Confidentiality (Non-Disclosure) Agreement between Infinite Codex, Inc. (ICI), with offices at 4400 North Hwy 19-A Suite #9, Mount Dora, FL 32757, USA and all clients (Client) that use any ICI website(s).

ICI hereby agrees to treat all Client email, documents, databases, source code, projects and other information supplied by or on behalf of the Client as Confidential Information. As detailed in this agreement:

  • ICI will not disclose Confidential Information, including email addresses, source code, database schema, to any third party, unless required to do so by court order.
  • Outside of special situations (testing, debugging, code review by tech support) detailed below, ICI staff do not view Client data. Additionally, ICI staff have been trained to treat Client data with utmost confidentiality and understand that disclosing or using information in Client data may be a punishable felony under law.

Confidentiality

ICI agrees to treat all Client data and information as Confidential Information. ICI also agrees to treat any information the Client shares with ICI with regard to databases, source code, schema, or email addresses, and similar "sensitive" business information as Confidential Information.

The term Confidential Information does not include information which (i) is already in ICI's possession, provided that such information is not known by ICI to be subject to another confidentiality agreement with the Client, or (ii) becomes generally available to the public other than as a result of a disclosure by ICI or its directors, officers or employees, or (iii) becomes available to ICI on a non-confidential basis from a source other than the Client or its advisors, provided that such source is not known by ICI to be bound by a confidentiality agreement with or other obligation of secrecy to the Client or another party.

Non-Disclosure

Only ICI's directors, officers and employees have (limited) access to Client email and confidential information. ICI will not disclose Confidential Information to any third party, unless required to do so by court order. In particular, ICI does not allow subcontractors, affiliates, partners, resellers or any other third party to access Client Confidential Information.

In the event a court with proper jurisdiction subpoenas Client Confidential Information, ICI will make every effort to delay the release of information and contact the affected Client(s) prior to release of information. Since many Clients are entitled to additional confidentiality by Lawyer-client or Doctor-patient privilege, ICI may challenge any court ordered subpoena in order to allow Client to respond to the charges.

The directors, officers and employees of ICI have been trained to take all reasonable steps to ensure that Client information remains confidential, and is not deliberately or accidentally divulged to any other party.

Access to Confidential Information

ICI limits access to Client Confidential Information to the absolute minimum necessary to operate. Outside of testing and debugging of the Company Applications, no Client information is seen by any staff, unless the Client explicitly permits ICI to review only that Information.  Only ICI officers and employees who perform testing and debugging have access to the computers that contain or process Client technical support Information and email.

ICI agrees to use reasonable, industry-standard security measures to prevent unauthorized access to its computer systems. All computers that contain Confidential Information or process Client email are protected by hardware and/or software firewalls to restrict access to only authorized personal and from authorized locations.

Logging/Archiving

ICI certifies that Company Software Applications do not log or archive the passwords of secure databases, projects, schema, or usage of the Software Application Runtime, unless the Client explicitly permits ICI to do so for technical support purposes or through a Customer Experience Improvement Program.

Binding Effect

This agreement is binding upon, and inures to the benefit of, the successors and assigns of the parties.

Remedies

ICI acknowledges that failure to comply with the terms of this Agreement may cause irreparable damage to the Client. Therefore, ICI agrees that in addition to any other remedies at law or in equity available to the Client for ICI's breach or threatened breach of this Agreement, the Client is entitled to specific performance or injunctive relief against ICI to prevent such damage or breach, and the existence of any claim or cause of action ICI may have against the Client will not constitute a defense thereto. ICI further agrees to pay reasonable attorney fees incurred by the Client in any proceeding relating to the enforcement part of the agreement or to any alleged breach thereof in which the Client will prevail in whole or in part.

Confirmed and Agreed to:

Infinite Codex, Inc.
D/B/A VistaDB.Net
D/B/A InfiniteCodex.com
D/B/A InfiniSearchEngine.com
D/B/A CornerstoneDB.com