THIS AGREEMENT is made and entered into upon accepting these Terms and Conditions, by and between Merchmanager/Data Owner, and Authorized User. The above named parties shall hereinafter be referred to collectively as the "Parties" and individually as a "Party" as the case may be, in context. This agreement is created to protect both Merchmanager as well as Data Owner.

Recitals

WHEREAS, Merchmanager is an innovative software company, Merchmanager has created a software solution involving a mobile RFID inventory system and related web SaaS which has been developed for Data Owner.

WHEREAS, Authorized User has been granted access to Merchmanager for the express intent of utilizing the system to perform business functions and gather data related to an Data Owner inventory and assets. Authorized User may include an employee of Data Owner or may be a third party who is granted access to perform actions in behalf of Data Owner.

WHEREAS, the Authorized User understands that both the software and all of its parts including the web interface, layout, structure, apps, and other intellectual property are owned by Merchmanager, and all data entered into the system and gathered including inventory, asset, logistics, scheduling, and user information are owned by Data Owner.

THEREFORE, for the mutual promises contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Authorized User agrees to the following:

Agreement

The Authorized User agrees that the Recitals above are true and accurate, and are an important part of this Agreement, which Recitals are fully incorporated herein by this reference for all purposes. Furthermore, for purposes of this Agreement, "Disclosing Party" shall mean the respective party that provides, or discloses information to another party (the "Authorized User"). It is presumed that the Disclosing Party shall be both Merchmanager and Data Owner. Authorized User understands that information, including details of the current system, processes, software and other like information will be shared completely or in-part with Authorized User. The Authorized User agrees and understands that the true intent of this Agreement is to Protect Merchmanager and Data Owner and its ideas and proprietary data from being taken and utilized by the Authorized User in any manner that adversely affects Merchmanager or Data Owner.

1. Information. "Information" shall mean any information, including but not limited to technical data or know-how relating to the business, services or products of Merchmanager including web interface, layout, structure, apps, and other intellectual property are owned by Merchmanager, and all data entered into the system and gathered including inventory, asset, logistics, scheduling, and user information are owned by Data Owner. Authorized User may have access to this system and related data before or after the date hereof, provided by either party to the Authorized User or its employees, partners, consultants or agents, directly or indirectly, in writing, orally, electronically, or by drawings, inspection or by any other means.
2. Disclosure. "Disclosure" shall mean the unconscious or conscious, inadvertent or latent, unsuspecting or instinctive, divulging or revealing, announcement or exposure, uncovering or advertisement of, whether written, oral or electronically transferred, any Information by the Authorized User to a third party.
3. Duty of Strict Confidentiality. The Authorized User shall hold in trust and confidence, and not disclose to others, by any means, any Information disclosed under this Agreement. All Information may be used by the Authorized User only for the purpose of performing business actions for or in-behalf of Data Owner. The Authorized User may disclosure Information it received under this Agreement to persons within its organization, provided such persons are bound (pursuant, to their agreeing to these Terms and Conditions protecting Merchmanager and Data Owner confidential information) to protect the confidentiality of such Information. The Authorized User further agrees it shall take the same measures, but no less than reasonable security measures, and use the same care, but no less than a reasonable degree of care, to preserve and protect the secrecy of, and to avoid disclosure or unauthorized use of the system.
4. Property rights. Title to all property and Information received by the Authorized User under this Agreement shall remain at all times the sole property of Disclosing Parties, and this Agreement shall not be construed to grant to Authorized User any licenses or similar rights to such property or information (including all ideas, concepts and other intellectual property) disclosed to the Authorized User hereunder. Nothing in this Agreement shall limit or restrict the rights of the Disclosing Party to assert infringement or other intellectual property claims against the Authorized User or to impose on either party any obligation to disclose any profits unlawfully derived by the improper use of such Information.
5. The Authorized User shall, within five (5) business days of the request of the Disclosing Party, (i) return to any and all access, equipment and other tangible and intangible materials, including all Information and all manifestations thereof, delivered to the Authorized User under this Agreement; and (ii) certify to Merchmanager that all such Information has been returned.
6. Duty of Non-Use and Other Conditions. The Parties further agree to the following terms and conditions:
   • The Authorized User shall not, without the prior written consent of Disclosing Party, disclose to any third party any aspect of the commercial relationship between the parties, including, but not limited to, services, ideas, concepts, techniques, methods, or schedules, delivery locations and means and suppliers. The Authorized User agrees not to issue any press release or make any statement on the Internet, or any other public electronic network, or to any analyst or reporters concerning Disclosing Party or its products or services; without the Disclosing Party's prior written authorization.
   • The Authorized User hereby agrees that it shall in no-wise use any portion of the Information received, in whole or in part, for its own personal use, or for the benefit of any affiliate, third party, partner, employee or otherwise. This prohibition on the use of any Information includes, but is not limited to, the Authorized User's use of the information in any direct or indirect (via any associate, partner, employee, affiliate, or the like, of the Authorized User) manner to produce a profit of any kind. This expressly prohibits the Authorized User from using any information, or reverse-engineering any Information for any form of commercial gain.
   • Any breach of the Authorized User's obligations under this Agreement will result in a irreparable injury to the Disclosing Party for which damages and other legal remedies will be inadequate. In seeking enforcement of any of these obligations, the Disclosing Party will be entitled (in addition to other remedies) to preliminary and permanent injunctive and other equitable relief, including reasonable attorney fees in the enforcement of this Agreement.
   • If any provision of this Agreement is invalid or unenforceable, then such provision shall be construed and limited to the extent necessary, or severed if necessary, in order to eliminate such invalidity or unenforceability, and the other provisions of this Agreement shall not be affected thereby.
   • No delay or admission by either party in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar or waiver of any right on any other occasion.
   • This Agreement shall be binding upon agreeing to these Terms and Conditions and will inure to the benefit of the parties hereto, and their respective successors and assigns.
   • This Agreement is governed by and will be construed in accordance with the laws of the state of Utah, and the 4th District Court, shall be the exclusive forum.
   • This Agreement supersedes all prior agreements, written or oral between the Disclosing Party and the Authorized User (or their respective predecessors in interest) relating the subject matter of this Agreement. This Agreement may not be amended except by an agreement in writing signed by both parties that specifically refers to this Agreement.
   • Attorneys' Fees. In the event that legal action is brought to enforce the terms of this Agreement or collect monies due hereunder for profits, etc., the defaulting party shall be required to pay collection costs up to forty percent of the amount due and owing, costs of court and reasonable attorney fees.
   • Severability. If any provisions of this Agreement are held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and not be affected.