Nondisclosure Agreement (the "Agreement")
Thank you for your interest in discussing the “Project” (the
“Project”). In connection with the Project, you may receive
information relating to Amazon.com, Inc. and its affiliates (“Amazon”)
that is not known to the general public (“Confidential Information”).
Confidential Information may be tangible materials or unwritten
knowledge and will include, among other things, all information
concerning the Project. Confidential Information may be designated as
confidential or may be information that, given the nature of the
information or the circumstances surrounding its disclosure,
reasonably should be considered as confidential. You must protect all
Confidential Information from unauthorized use and disclosure.
In consideration of Amazon’s discussing the Project with
you, and for other good and valuable consideration, you agree that,
(i) all Confidential Information will remain Amazon’s exclusive
property and by nature of you receiving the Confidential Information
you will receive no licenses to any intellectual property associated
with such Confidential Information, (ii) you will use Confidential
Information only in pursuance of your business relationship with
Amazon related to the Project, (iii) you will not disclose
Confidential Information to any individual, company or other third
party, (iv) you will segregate Confidential Information from the
confidential materials of third parties to prevent commingling, (v)
will not export any Confidential Information in any manner contrary to
the export regulations of the United States and (vi) you will notify
Amazon promptly if you know or have concern that there has been any
unauthorized use or disclosure of Confidential Information.
Upon Amazon’s request, you will return to Amazon or destroy
all Confidential Information and certify in writing to Amazon your
compliance with such request. You will restrict the possession,
knowledge and use of any Confidential Information to your employees
and subcontractors who (i) has a need to know the specific
Confidential Information in connection with the pursuance of your
business relationship with Amazon related to the Project, and (ii) has
entered into a written nondisclosure agreement (which may be a
different form of agreement than this Agreement, so long as it
obligates them to protect the Confidential Information to the same or
greater degree as required under this Agreement). You will ensure that
your employees and subcontractors comply with this Agreement and their
respective nondisclosure agreements.
You understand and agree that all comments, suggestions,
notes, feedback and other information that you provide to Amazon
related to the Project will become Amazon’s sole property, without
additional consideration. Amazon will be entitled to use such
information for any purpose.
This Agreement will not create a joint venture, partnership
or other formal business relationship or entity of any kind, or an
obligation to form any such relationship or entity. Each party will
act as an independent contractor and not as an agent of the other
party for any purpose, and neither will have the authority to bind the
other. You further understand that Amazon is relying upon your promise
to comply strictly with this Agreement and that the Confidential
Information constitutes valuable trade secrets of Amazon. Any
violation of this Agreement may cause substantial and irreparable harm
to Amazon. Accordingly, this Agreement will be specifically
enforceable by Amazon. If a court determines that a provision of this
Agreement is invalid, that provision’s invalidity will not affect the
validity of any other provisions of this Agreement. This Agreement
will be construed in accordance with the internal laws of the State of
Washington without regard to conflict of laws provisions, and will be
effective until the Confidential Information is made public by Amazon.
Amazon’s failure to strictly enforce any provision of this Agreement
will not prevent Amazon from subsequently enforcing that provision or
any other provision of this Agreement.
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