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    Demo Terms & Conditions




    THIS DEMO AGREEMENT, CONFIDENTIALITY, AND NON-0DISCLOSURE AGREEMENT (herein, Agreement) is made and entered into be effective (herein, "Effective Date"), by and between Recruiter Experts, LLC , a Texas corporation, and its subsidiaries, affiliates under common control, successors, and assigns (collectively herein, "Recruiter Experts, LLC"), having its principal place of business at 3214 Pecan Ridge Dr. Rowlett Texas 75088, and ;Name of Authorized Company Representative and/or Company Data used during the payment process to “AGREE” to this Contract that includes, and is not limited to, an individual, representative of the company, a corporations, a limited liability company, and its subsidiaries, affiliates under common control, successors, and assigns (herein, “Company”), having its principal place of business OR residence at The Address data entered during the form process to “AGREE” the Demo Agreement.


    WHEREAS, Recruiter Experts, LLC and Company (individually, a “Party” or collectively herein, the “Parties”) will exchange certain Confidential Information (as defined below) from each other, including financial and proprietary information, technical and non-technical information, and ideas, in connection with Recruiter Experts, LLC Software usage, data storage, applicant tracking, and human resources information process and products.


    WHEREAS, the Parties, as condition of disclosure of the Confidential Information, require that the Confidential Information be held in strictest confidence and not be disclosed by any Party nor any of their respective officers, employees, agents, independent contractors or representatives (as defined herein).


    NOW, THEREFORE, in consideration of the Parties’ disclosure of Confidential Information and the mutual promises and covenants contained herein, the Parties hereby agree as follows.


    (1) Confidential Information. For purposes of this Agreement, “Confidential Information” means all information that is non-public or proprietary to any Party or its affiliates which (a) concerns such Party’s business activities including, but not limited to, the present marketing and administration of certain recruiting software, industry recruiting, technology, and/or human resources-related business and processes, general applicant tracking business, and other business opportunities including but not limited to any and all information concerning the business of all industry recruiting, technology, and/or human resources, products related thereto, applicant tracking business related thereto, advisory services, financial information, administrative procedures, pricing methods and policies, client lists and information, business and marketing strategies, applicant tracking procedures and guidelines, applicant tracking fuels, utilization review and manuals, data format, data gathering retrieval systems and methods, intellectual property related thereto, ideas about current and future services; (b) has been identified as confidential or would be understood to be confidential by a reasonable person to be confidential information, that is disclosed by, or on behalf of, the Parties to each other, or their Representatives (together with all analyses, compilations, studies, or other documents, records or data prepared by the Parties which contain or otherwise reflect or are a generated from such information or documents) and further includes whether or not marled or designated as confidential; (c) any information relating to the business opportunities of either Party that are identified to such Party; (d) any information related to the names, addresses, membership numbers and other identifying information of either Party or its clients’ customers; and )e) any and all of either Party’s products, services, software, source code, research and development, intellectual property, training materials, consulting practices, methodologies, costs, profit or margin information, employee and service provider information, salaries, finances, operations, financial statements, customer lists, marketing strategies and plans, future business plans, and all data, algorithms, specifications, design information, test results, benchmark data and other confidential information related thereto. The Confidential Information may be either in writing or oral and Confidential Information that is oral shall remain confidential and subject to provisions of this Agreement whether or not any Party reduces the Confidential Information to writing. Each Party acknowledges and agrees that neither Party no their respective Representatives has made or makes any express or implied representation or warranty as to the accuracy or completeness of the Confidential Information. Each party further agrees that it is not entitled to rely on the accuracy or completeness of the Confidential Information, and that it will only be entitled to rely on such representations and warranties as may be included in any definitive agreement with respect to any prospective business transaction, arrangement, and/or relationship, subject to such limitations and restrictions as may be contained therein.


    (2) Use of Confidential Information. The Confidential Information shall be used by each Party solely for the purpose of (a) the use of Recruiter Experts, LLC applicant tracking software system, arrangement, and/or relationship between Recruiter Experts, LLC and Company, (b) performance by the Parties of the obligations under any definitive agreement subsequently entered into between Recruiter Experts, LLC and Company, and for no other purpose. The Confidential Information shall only be disclosed to the directors, officers, managers, employees, independent contractors and representatives (including but not limited to attorneys, accountants, financial advisors, prospective sources of capital and/or financing and agents) ( collectively herein, "Representatives”) of the Parties who need to know such information for the purpose of applicant and/or human resources tracking set forth herein and agree to be bound by such obligations, and provided that is such Confidential Information is to be disclosed to a Party’s Representative, such Representative is not a competitor of the disclosing Party.


    Each Party further agrees and warrants that it shall not use or employ any Confidential Information in any way that would be harmful to or against the best interests of the other Party.


    The Parties hereto further agree and acknowledge to inform their respective Representatives, that such Confidential Information may be subject to the Securities Act of 1933, 15 U.S. 77a et. al. and the Securities Exchange Act of 1934, 15 U.S.C. §78a et al., including the rules and regulations promulgated thereunder, including but not limited to Rule 10b-5 et al., 17 C.F.R. §240.10b-5 et al., each as amended well as those collective judicial opinions regarding the law of insider trading )including fraud, manipulation, exchange rules (collectively herein, “Insider Trading Law”). Each Party acknowledges such rules and regulations, among other things, prohibit any person who has material, non-public information concerning either Party or a possible transaction involving the Parties, from purchasing or selling each respective Party’s securities when in possession of such information and from communicating such information to any other person or entity under circumstances in which it is reasonable foreseeable that such person or entity is likely to purchase or sell such securities in reliance upon such information. In connection therewith and in good faith, the Parties agree to use the Confidential Information only in a manner not in violation or contravention of the Insider Trading Laws.


    (3) Non-Disclosure. Except as may be required by applicable law, rule or regulation, each Party shall keep in strict confidence all Confidential information disclosed to it by the other Party. Each Party reserves all rights to any Confidential Information disclosed to any other Party or disclosed by others with a Party’s consent to the other Party and each Party agrees that it shall, subject to requirements under applicable law, rule or regulation, protect the confidentiality of the other Party’s Confidential Information in the same manner they protect the confidentiality of the other Party’s Confidential Information of like kind but in no event shall either Party use less than a reasonable degree of care. Further, each Party shall retain sole and exclusive ownership of all right, title, and interest in and to all of its Confidential Information provided by the disclosing Party to the other Party hereunder, and all intellectual property rights therein. The receiving Party’s limited right to use the Confidential Information and Applicant Tracking Software System for the authorized purposes expressed herein is revocable and not coupled with an interest in any Confidential Information. No license by implication, estoppel, or otherwise, whether an express or implied license or right to or under any patent, copyright, trade secret, trade mark, or other intellectual property right is granted by this Agreement or any disclosure of Confidential Information by the disclosing Party to the other Party hereunder. Further, each party agrees to notify the other Party immediately upon discovery of any unauthorized use, copying, dissemination or disclosure of Confidential Information by such Party. At the request of the other Party, the unintended disclosing Party shall assist the other Party in identifying any use copying, dissemination or disclosure of any Confidential Information by any current or former employee of the disclosing Party in any manner other than as expressly permitted under the provisions of this Agreement, and the disclosing Party shall cooperate with other Party to help the other Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.


    (4) Defense of Confidentiality. In the event that either Party or its Representatives is requested or required in a judicial, administrative or governmental proceeding or regulatory process, or any subpoena is served or any shut, action or proceeding is commenced by any third Party to compel disclosure of any Confidential Information, then the Party to whom such proceeding, process, or pleading is notified or served agrees, to the extent practicable and permitted by law or legal process, to cooperate with the other Party and shall promptly notify the other Party in the defense thereof and afford the other Party, to the extent possible, an opportunity to contest against, seek a protective order or other appropriate remedy and/or take steps to resist or narrow the scope of disclosure to such judicial, administrative, governmental, or third Party. In the event that such protective order or other remedy is not obtained, or the Party whose Confidential Information such disclosure Confidential Information will supply only that portion of the Confidential Information such Party is advised by counsel is legally required to be disclosed and will use its reasonable efforts to obtain an order or other assurance that confidential treatment will be accorded any Confidential Information so furnished. Further, the Party whose Confidential Information such disclosure request pertains agrees to reimburse the other Party and its Representatives from any reasonable expense incurred as a result of any defense of such Confidential Information.


    (5) Exceptions to Confidential Information. Notwithstanding the provisions of paragraph (1) herein and in good faith, Confidential Information shall not include information that:


    (a) as in the public domain at the time it was disclosed or falls within the public domain after the time the disclosure unless the information enters the public domain as a result or an act or omission that violates this Agreement;


    (b) was disclosed by a Party after receiving written approval from the other Party to disclose such Confidential Information;


    (c) becomes known to a Party from a third party not affiliated with the other Party unless, to the knowledge and good faith belief of such Party, such third party lacks the right to make that disclosure;


    (d) has been independently developed by a Party without any violation of any obligation under this Agreement or use of the Confidential Information; or


    (e) was previously known by a Party, prior to its receipt from the other Party.


    The burden of showing that any Confidential Information is not subject to the obligations of this Agreement will rest on the receiving Party.


    (6) Disposition of Copies of Confidential Information. The Parties agree that all Confidential Information disclosed is and shall remain the disclosing Party’s property and that the Confidential Information shall not be copied or reproduced without the disclosing Party’s express permission. All copies of the Confidential Information, together with any extracts or summaries thereof, shall be returned to the disclosing Party or destroyed by the non-disclosing Party within five (5) business days of written demand by the disclosing Party. Each Party hereby covenants and agrees that it will retain no Confidential Information or copies thereof after the expiration of the five (5) business day period provided for in this paragraph and upon request will certify to the other Party that it has not retained any Confidential Information. Notwithstanding the foregoing, each Party may retain, subject to the terms of this Agreement, a copy of Confidential Information required for compliance with its respective internal recordkeeping requirements.


    (7) Injunctive Relief. The Parties acknowledge and agree that any breach of any provisions of this Agreement would cause irreparable harm and cannot be reasonably and adequately compensated for in damages, and therefore each Party expressly agrees that in the event of a breach or a threatened breach of this Agreement, the non-breaching Party(s) shall be entitled to the remedy of a temporary restraining order, injunction, specific performance or any other equitable relief as may be ordered by a court to enforce this Agreement in addition to any other remedies provided by law. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies.


    (8)Amendment. Any waiver, alteration, or modification in any of the provisions of this Agreement or cancellation or replacement of this Agreement shall not be valid unless in writing and signed by both of the Parties hereto. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against which it is sought to be enforced.


    (9)Severability. If any part, term or provision of this Agreement shall be found by a court of competent jurisdiction to be void, invalid, illegal, or otherwise unenforceable, the validity of all of the remaining portions shall not be affected thereby and such part, term or provision shall be deemed modified to the extent necessary in the court’s opinion to render such part, term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.


    (10) Governing Law. This Agreement shall be subject to and interpreted, construed, and enforced in accordance with the laws of the State of Texas without regard to conflict of law principals. Venue for any action brought to enforce any of the provisions hereof shall be in a state or federal court of competent jurisdiction in Dallas County, Texas.


    (11) Publicity. Neither Party may use the name, trademark, logo, acronym, or other designation of the other Party in connection with any press release, advertising, publicity materials or otherwise without the prior written consent of the other Party.


    (12) Entire Agreement. This Agreement represents the entire agreement between Parties. This Agreement supersedes all other prior agreements, oral or written, and all other communications between the Parties relating to the subject matter hereof.


    (13) Assignment and Delegation. No Party may assign their rights or delegate their duties under this Agreement, in whole or in part, without the prior written consent of the other Party. Any attempt to do so is void.


    (14) Representatives. Prior to granting such Representatives access to the Confidential Information, the Parties will inform their respective Representative of the confidential nature and of the terms of this Agreement. The Parties agree and warrant that all Representatives who have received or will receive Confidential Information have or will agree to abide by the confidentiality provisions contained herein. Each Party agrees to reimburse, indemnify and hold harmless the other Party and its Representatives from any damage, loss or expense incurred as a result of the use of the Confidential Information by it or its Representatives or other recipients contrary to the terms of this Agreement.


    (15) Scope of Agreement. The terms set forth in this Agreement are intended solely to establish the understanding between the Parties regarding the maintenance of the confidentiality and the restrictions on the use and disclosure of the Confidential Information. No contract or agreement providing for the transfer of the business, assets, securities, or other property of the Parties or business relationship formed shall be deemed to exist between Parties, unless and until a definitive agreement has been duly authorized, executed, and delivered by each of the Parties hereto. Further, neither the discussions taking place between the Parties not the exchange of material or information shall be deemed to create any partnership, agency or other relationship between the Parties or to create or impose on either Party an obligation to enter into any other agreement with the other party or prohibit either Party from entering into discussions and negotiations at any time. Additional agreements of the Parties, if any, shall be in writing signed by both Parties.


    (16) No Communications. Without the prior written consent of the other Party and approval of the contents thereof, neither Party nor any of their respective employees, officers, directors, partners, advisors or Representatives or any other person acting on their behalf , shall, except as may be required by applicable law, rule or regulation, disclose to any person (a) the fact that the Confidential Information has been provided to the other Party; (b) that discussions are taking place between Company and Recruiter Experts, LLC; (c) any of the terms, conditions or other facts with respect to the meeting or any prospective relationship, including the status thereof; (d) the existence of this Agreement or any of the terms hereof; or (e) the existence of any contract entered into between Company and Recruiter Experts, LLC resulting from any discussions between the Parties or any of the terms thereof.


    (17) Counterparts. This Agreement may be signed by our “I AGREE” checkbox selection herein at the conclusion of this agreement and in one or more counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single instrument.


    (18) Disclosure Authorized. Each Party represents and warrants that it has a right and authority to disclose its Confidential Information which is provided to the other Party without violating or infringing any agreement with, or right of, any other person or company.


    (19) Survival. The obligations of the Parties under this Agreement shall survive the completion or termination of any purpose for which the Confidential Information was disclosed upon both Recruiter Experts, LLC and Company receiving an electronically executed copy of this agreement via fax and/or e-mail.


    (20) Recruiter Experts, LLC Applicant Tracking Software System (herein "iCRM™) is the property and copyright of Recruiter Experts, LLC and not for unauthorized use, copy, replication, duplication, dissemination, description, revelation of features, functionality, process to any persons and/or entities not affiliated directly to and/or in the employ of the Company.   It is the responsibility of the Company to inform any and/or ALL Company authorized representatives.


    ©2014 Recruiter Experts, LLC v1.3 February 8, 2014

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