Non-Disclosure Agreement
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This Non-Disclosure Agreement (referred to herein as "Agreement") is made this 5 day of February, 2012, by and between Assisted Solutions (referred to herein as "Assisted Solutions"), and the individual(s) reviewing the Web Scheduler system (referred to herein as "Recipient"). Background and Statement of Purpose Assisted Solutions desires to discuss with Recipient the Web Scheduler solution to ascertain the Recipient’s expressed business needs and to demonstrate to Recipient a prototype version of such software. The Web Scheduler solution software is the property of Assisted Solutions and Assisted Solutions desires to protect such confidential information from disclosure and exploitation. Recipient is willing to agree to certain limitations on Recipient’s use of Assisted Solutions’ confidential information as a condition to Assisted Solutions disclosing such information. Now, Therefore, in consideration of the premises, the mutual agreements set forth below, and other good and valuable consideration, Assisted Solutions and Recipient agree as follows: 1. Use of Confidential Information. In consideration of Assisted Solutions’ disclosure of the Web Scheduler solution, including Assisted Solutions’ demonstration of the Web Scheduler, Recipient agrees to use such Confidential Information (as defined below) exclusively for the purpose of evaluating the potential of Recipient licensing from Assisted Solutions’ Web Scheduler, whether or not in the form of the demonstrated prototype. Except as required by law, Recipient will not (i) disclose any Confidential Information to any third party, with the exception of employees of Recipient who have agreed to be bound by the terms of this Agreement, or (ii) make use of any Confidential Information in any manner without Assisted Solutions’ prior written consent, which consent may be given or withheld in Assisted Solutions’ sole discretion. 2. Definition of Confidential Information. The term “Confidential Information” means all information disclosed to Recipient by or on behalf of Assisted Solutions, either directly or indirectly, in writing, orally, by electronic means or otherwise, relating to Assisted Solutions’ Web Scheduler solution for Recipient and the demonstrated software, including with regard to such software, the computer software code, designs, routines, algorithms, and structures. 3. No Exploitation. In further consideration of Assisted Solutions’ disclosure of the Confidential Information, Recipient will not at any time during the period ending two (2) years from the date of this Agreement attempt in any manner to commercially exploit any of the Confidential Information without Assisted Solutions’ prior written consent, which consent may be given or withheld in Assisted Solutions’ sole discretion. 4. Applicable Law. This Agreement will be governed by the internal laws of the State of Kentucky, without regard to provisions regarding conflicts of law. In Witness Whereof, the parties have executed this Agreement as of the day and year first written above.