Terms and Conditions of Access and of Use of Information:

Any and all parties, including without limitation Muhammad Shahryar and all appurtenant thereto, who access these materials/the attached file (Order Specifications) and all related materials, by virtue of said access do agree and submit themselves to the terms and conditions herein specified below:

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WHEREAS, COLEMAN FOSTER wishes to disclose certain of COLEMAN FOSTER’S Confidential Information for the following purpose(s) and uses: website development (for legal and tax solution sites of Coleman Foster and TradeWinds WTC respectively).

 

             WHEREAS, the party in the first part (RECEIVING PARTY) to this agreement wishes to assure that the party in the second part that said party (RECEIVING PARTY) will not circumvent COLEMAN FOSTER regarding the above stated purpose(s) by any means, (including but not limited to by disclosing to and or giving to other parties matters covered in the above stated paragraph pertaining to the purpose(s) and uses as stated above, and

 

            WHEREAS, said Confidential Information may be comprised of, but not limited to the following: proposals, product/service information, product/service prices, trade secrets and practices and business plans, and

 

            WHEREAS, said Confidential Information is further comprised of the following, inter-alia: Any and all information, details and documentation related COLEMN FOSTER’s business information, intellectual property (rights), trade and proprietary information, ideas related to business development, and any other information indicated as confidential by COLEMAN FOSTER.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the parties hereto agree as follows:

 

1. The terms defined in the preamble will retain such definitions and for the purposes of this Agreement, the following words and phrases will have the meanings ascribed to them below:

2.  

“Agreement” means this agreement incorporating any Agreement Schedule and these terms and conditions;

 

“Confidential Information” means any information and data of a confidential nature, including but not limited to proprietary, developmental,  technical, marketing, sales, operating, performance, cost, know-how, business and process information, computer files, computer printouts, computer programs (in any form), computer programming techniques, drawings, documents, specifications, formulas, sketches, evaluations, findings, methods, processes, descriptions and information concerning customers, markets, product sales, costs, current products, future product plans and product investigations and all record bearing media containing or disclosing such information and techniques which is disclosed pursuant to this Agreement.  Confidential Information will include any samples, models or prototypes, or parts thereof. Notwithstanding the foregoing, data transferred electronically to the receiving party, i.e., by modem, e-mail, or physical transfer of computer-readable files, will be deemed Confidential Information.

 

“Intellectual Property Rights” means all title, rights or interest of either party in all patents, trademarks, service marks, registered designs, applications for any of those rights, trade and business names (including internet domain names and email address names), unregistered trademarks and service marks, copyrights, know-how, database rights, rights in designs and inventions and all rights of the same or similar effect or nature in any jurisdiction and including moral rights. Notwithstanding anything stated to the contrary, all developments, including inter-alia: lead generators, marketing funnels, websites, service and product ideas, business methods, documents, graphic and written content, electronic mail/communication logs, data bases, directories, networks and clientele produced subsequent to, pursuant to and/or in connection with this agreement, former agreements, subsequent agreements and business dealings, will be deemed to be the sole proprietary interests of Coleman Foster, along with all associated intellectual property rights.

 

a.       References in this Agreement to the parties will include their respective employees, agents and successors (whether by operation of law or otherwise).

b.       Headings are included in this Agreement for ease of reference only and will not affect the interpretation or construction of this Agreement.

c.       References to Clauses are, unless otherwise provided, references to Clauses of this

 

3. The parties agree that disclosure and receipt of Confidential Information with one another is for the purpose(s) set forth above and for no other purpose. Any information disclosed to a party outside of the organization of the parties hereto will only be disclosed upon written approval by both of the signatures to this agreement.

1.                                                                                                                                                                                                                 4.  The parties agree that neither party will circumvent the other with regard to the purposes set forth above and for no other purpose(s).                                                                                                                                                                                                5. All Confidential Information exchanged between the parties pursuant to this Agreement:

2. 1. Will, if in written physical form, be marked “Confidential” or similarly legended by the disclosing party before being turned over to the receiving party;

   2. Will, if orally disclosed, be identified as Confidential or proprietary at the time of disclosure, and the general nature of such disclosure will be confirmed in writing within ninety (90) days of such disclosure;

   3. Will not be copied, reproduced, distributed, disclosed, summarized or disseminated in any way or from by the receiving party to anyone except its own employees and agents;

   4. Will be treated by the receiving party with the same degree of care to avboid disclosure to any third party as is used with respect to the receiving party’s own information of like importance which is to be kept secret;

   5. Will not be used by the receiving party for its own purposes or for any other purpose except for the purpose set forth above and in business arrangements with the disclosing party, unless the receiving party obtains the prior written consent of the disclosing party; and

   6. Will remain the property of and be returned to the disclosing party, or destroyed (along with all copies thereof, including copies stored in any computer memory or other storage medium): (i) upon written request from the disclosing party setting forth the Confidential Information to be returned or destroyed; or (ii) upon expiration of this Agreement.

                                                                                                                                                                                                                       7. The obligations of paragraph 3 will not apply, however, to any information which:

1. 1. Is already in the public domain at the time of disclosure or later becomes available to the public through no breach of this Agreement by the receiving party;

   2. Is already in the public domain at the time of disclosure or later becomes available tot e public through no breach of this Agreement by the receiving party;

   3. Was, as between the disclosing party and the receiving party, lawfully in the receiving party’s possession prior to the receipt from the disclosing party, without obligation of confidentiality;

   4. Is received independently from a third-party fee to lawfully disclose such information to the receiving party; or

   5. Is subsequently independently developed by the receiving party, without use of the Confidential Information of the disclosing party, as evidence by its business records.

 

8. Confidential Information will not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components or combinations thereof are now or become known to the public.

 

9. All Intellectual Property Rights in all Confidential Information disclosed by one party to the other and in all media comprising such Confidential Information will as between the parties remain the property of COLEMAN FOSTER/disclosing party and nothing in this Agreement will be taken to represent an assignment, license or grant of other rights in or under such Intellectual Property Rights.     

                                                                                                                                                                                                                      10. The unauthorized disclosure or use of any Confidential Information by any person to whom the receiving party will disclose such Confidential Information will be deemed unauthorized disclosure or use by receiving party.

 

11. At any time prior to the expiration of three years from the date of this agreement, it is expressly agreed that the identities of any individual or entity and any other third parties (including, without limitation, suppliers, customers, financial sources, manufacturers and consultants) discussed and made available by COLEMAN FOSTER/Disclosing Party in respect of the Purpose and any related business opportunity will constitute Confidential Information and the Recipient or any Group company or associated entity or individual will not (without the prior written consent of, or having entered into a commission agreement with, the COLEMAN FOSTER/Disclosing Party): directly or indirectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertakings with any such third party identified or introduced by the Disclosing Party; or seek to by-pass, compete, avoid or circumvent the Disclosing Party from any business opportunity that relates to the Purpose by utilizing any Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information.

 

12. The Recipient covenants that any financial gain made by it, or any (associated) party, from a breach of clause 8 will be considered damages for breach of the said covenants and will be held on trust for the benefit of the COLEMAN FOSTER/Disclosing Party and then be transferred to a nominated account of the COLEMAN FOSTER/Disclosing Party, until which time such outstanding amount will incur interest at the rate of 4% per annum above Barclays Bank’s base rate from time to time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment and the Recipient will pay the interest together with the overdue amount.

 

13. Clause 9 does not affect the disclosing party’s ability to also file suit for damages should the covenants in clause 8 be violated in any way.

 

14. Unless other wise mutually agreed in writing, the receiving party’s obligations hereunder with respect to each item of Confidential Information will continue until the disclosing party specifically agrees, in writing to release all or any part of its Confidential Information from the obligations and restrictions imposed herein. In order for either party’s proprietary information to be protected as described herein, it must be submitted in written form to the parties as shown below or as otherwise specified:

 

COLEMAN FOSTER, LLC

Contact Name: Coleman Foster (Owner)

Mailing Address: Coleman Foster, PLLC

11140 Rockville Pike, Suite 625

Rockville, Maryland 20852

            Telephone: 202.800.8711; and

e-mail: email@colemanfosterfirm.com  

 

 

Either party will have the right to refuse to accept any information under this Agreement or nothing herein will obligate either party to disclose to the other party any particular information.

 

15. The parties hereto will not be obligated to compensate each other for exchanging any information under this Agreement and agree that no warranties of any kind are given with respect to Confidential Information disclosed under this Agreement as well as any use thereof, except s otherwise expressly provided for herein.

 

16. Neither party will have any obligation to enter into any further agreement with the other except as it, in its sole judgment, may deem advisable.  It is understood that no patent, copyright, trademark or other proprietary right or license is granted by this Agreement.  The disclosure of Confidential Information and materials which may accompany the disclosure will not result in any obligation to grant the receiving party any rights therein.

 

17. The receiving party understands and hereby acknowledges that any disclosure or misappropriation of any Confidential Information of the disclosing party in violation of this Agreement could cause the disclosing party irreparable harm, the amount of which may be extremely difficult to estimate, thus making any remedy at law or in damages inadequate. Therefore, the disclosing party will have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of the Agreement and for any other relief the disclosing party deems appropriate.  This right will be in addition to any other remedy available to the disclosing party pursuant to this Agreement or in law or equity. Furthermore, without the necessity of proving actual damages or posting any bond, the disclosing party shall be entitled to injunctive and other equitable relief, including, but not limited to, specific performance, to prevent a breach, continued breach or threatened breach of this Agreement. Notwithstanding, the disclosing and/or aggrieved party will also have the right to apply for (an expedited process of) arbitration, which arbitration will be mandatory, and binding on the parties, and which will be settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules, to take place in the District of Columbia (USA), and/or via virtual, electronic media, if available, and in the discretion of the applying party.

    a.       The parties have the right to enforce their rights and remedies in judicial proceedings, and parties do not waive any right to a jury trial.

    b.       No remedy or election hereunder shall be deemed exclusive but shall be cumulative with all other remedies available at law or in equity.

    c.       Recipient agrees to pay to disclosing party the greater of liquidated damages in the amount of Fifty Thousand United States Dollars ($50,000) for each unauthorized disclosure or circumvention, or Fifty Percent (50%) of gross sales for up to 3 years. The amount of such liquidated damages is agreed by the Parties as a reasonable amount to compensate Disclosing Party for losses to be incurred in the event of beach of this Agreement.

    d.       If any litigation, arbitration or other legal proceeding relating to this Agreement occurs between the parties hereto, the prevailing party shall be entitled to recover (in addition to any other relief awarded or granted) its costs and expenses, including attorneys’ fees and costs incurred in such litigation or proceeding.

 

18. This Agreement will be effective as of the date of the last signature as written below.  It may be terminated with respect to further disclosures upon thirty (30) days prior written notice.  This Agreement will automatically terminate three (3) years from its effective date.  The rights and obligations according prior to termination as set forth herein will, however, survive the termination as specified in this Agreement.

 

19. Each party warrants and respects that it possesses all necessary powers, right and authority to lawfully make the disclosures subject to this Agreement.

 

20. This Agreement represents the entire understanding and agreement of the parties and supersedes all prior communications, agreements and understandings related to the subject matter thereof. The provisions of this Agreement may not be modified, amended or waived, except by a written instrument duly executed by all parties.  This Agreement may not be assigned by either party without the prior written consent of the other.  No failure or delay by any party hereto in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercises thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 

 

21. This Agreement is made subject to and will be constructed under the laws of the District of Columbia, and as described by applicable law, excluding the choice of law rules hereof. The parties hereby submit to the jurisdiction of the Courts of the District of Columbia and the United States of America for the purpose of the enforcement of this Agreement, and hereby agree and submit to service of process at the coordinates as provided herein under clause 11, and to the immediate and expedited enforcement of judgment and/or binding arbitration decision in any jurisdiction, and via any court of competent jurisdiction and/or any applicable executive, administrative or police authority.