Confidentiality Agreement

By clicking the “accept” button, or installing and/or using Manufuture platform, products and services (the “Services“) you (“you”, “Manufacturer”, or “Recipient”) expressly acknowledge and agree that you are entering into a this confidentiality agreement with Manufuture (“Manufuture”, “Discloser” “we”, “us” or “our”) and you have understood and agree to comply with, and be legally bound by, this confidentiality agreement (“Agreement”). Discloser and Recipient shall hereinafter be referred to individually as a “Party” and collectively as “Parties”.

WHEREAS Confidential Information (as defined hereunder) may, from time to time, be disclosed to Recipient (including, without limitation, by making it available on the Manufuture platform);

WHEREAS the Confidential Information may pertain to Manufuture or Manufuture’s customers and potential buyers (“Buyers”) and may include, for example, the details, designs and drawings of specific production jobs and/or related information;

WHEREAS it is agreed by Recipient that the Confidential Information shall only be used by Recipient for the purpose of submitting a quote and, where applicable, for performing the manufacturing job in question (“Purpose”) and shall not be disclosed to any third party; and

WHEREAS, Recipient understands, acknowledges and accepts that the protection of the confidentiality at all times of, and the preservation of rights in, the Confidential Information is of essence; NOW, THEREFORE, the Parties hereby agree as follows:

1. Confidential Information. Recipient agrees that all information disclosed or made available (including via the Manufuture platform) to Recipient, whether in oral form, visual form or in writing, including but not limited to, any and all specifications, formulas, artwork, designs, drawings, code, inventions, prototypes, computer programs, algorithms, records, data, ideas, methods, techniques, processes and projections, plans, materials, analyses, notes, legal documents and other data and information (in whatever form), as well as improvements, patents (whether pending or registered), trade secrets and any know-how related thereto, relating to Discloser, and information learned by Recipient from Discloser through inspection, that relates to Discloser’s products, designs, business plans, business opportunities, finances, research, development, know-how, personnel or third-party confidential information disclosed to Recipient by Discloser, will be considered and referred to collectively in this Agreement as “Confidential Information”.
2. Permitted Use.
   1. Recipient shall use the Confidential Information solely for the Purpose.
   2. Recipient will not disclose, publish, or disseminate Confidential Information to a third party, and Recipient agrees to take all required precautions to prevent any unauthorized use, disclosure, publication or dissemination of Confidential Information and ensure that Recipient fully performs its duties and obligations hereunder. In any event, Recipient shall remain liable at all times for any use, acts and/or omissions of any third party with whom it shares Confidential Information as if they were made by Recipient itself. Recipient will immediately notify Discloser in the event of any breach or this Agreement, or any loss or unauthorized disclosure of any Confidential Information. Recipient shall not reverse engineer, decompile or disassemble any Confidential Information disclosed to it. In performing its duties and obligations hereunder, Recipient agrees to use the highest degree of care possible to guarantee the confidentiality of the Confidential Information and to perform this Agreement. Further, Recipient agrees that it shall not make any copies of the Confidential Information on any type of media.
3. No License. No license, transfer or other rights in/to Confidential Information are granted, or implied hereby to have been granted, to Recipient, now or in the future.
4. No Warranty. THE CONFIDENTIAL INFORMATION AND ANY OTHER INFORMATION IS PROVIDED BY DISCLOSER “AS IS”, WITHOUT ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO ITS ACCURACY OR COMPLETENESS, OPERABILITY, USE OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MANUFUTURE DISCLAIMS ANY AND ALL LIABILITY AND RESPONSIBILITY IN THIS RESPECT AND IN RELATION TO THE USE OF THE CONFIDENTIAL INFORMATION BY RECIPIENT.
5. Return of Confidential Information. Nothing herein shall be construed as imposing an obligation to disclose, now or in the future, Confidential Information to Recipient. Upon the expiration or termination of this Agreement, or upon written request of Discloser or Buyer, Recipient must cease all use of Confidential Information received hereunder and forthwith destroy all such Confidential Information, including all copies thereof (irrespective of whether such copies were made available by Discloser or were prepared by Recipient), and, if requested, provide a written certification of destruction.
6. No Obligation or Joint Venture. Neither this Agreement nor the disclosure or receipt of Confidential Information shall constitute or imply any obligation or intention by either Party to make any purchase or sale or otherwise enter into any other business relationship with the other Party. Further, this Agreement is not a joint venture or other such business arrangement, and any agreement, if at all, between the Parties will be set forth in subsequent written agreements, at the absolute discretion of the Parties. For the avoidance of doubt, it is hereby clarified that disclosure of Confidential Information shall be at the sole discretion of Discloser and the Buyers.
7. Equitable Relief. Recipient hereby acknowledges that a violation of this Agreement, or unauthorized disclosure or use of Confidential Information, could cause irreparable harm and significant injury to Discloser and the Buyers that may be difficult to ascertain. Accordingly, Recipient agrees that Discloser and/or the Buyers, in addition to any other right or remedy that they may have available to it at law or in equity, will have the right to seek and obtain immediate injunctive relief in any jurisdiction to enforce obligations under this Agreement without the necessity of proving actual damages and without the necessity of posting bond or making any undertaking in connection therewith.
8. Governing Law; Jurisdiction. This Agreement shall be governed and construed solely in accordance with the laws of Israel, without giving effect to any applicable conflicts of law principles, and only the courts in Tel-Aviv, Israel, shall have jurisdiction in any conflict or dispute arising out of this Agreement, except for the right of the Discloser and/or the Buyers to apply to any court of a competent jurisdiction, as set forth in Section 7.
9. No modification. This Agreement may not be amended except by a written agreement signed by authorized representatives of both Parties.
10. Term. This Agreement shall commence upon clicking the “accept” button, or installing and/or using Manufuture Services. The provisions of Sections 1, 2.2, 3, 4, 5, 6, 7, 8, 9 and 10 shall survive indefinitely. Notwithstanding anything to the contrary, nothing herein shall be construed to waive, abridge or otherwise limit any protections afforded, under applicable law, to Confidential Information that consists of trade secrets even if such protections are greater and/or longer than the protections provided for under this Agreement.
11. Assignment. This Agreement shall not be assignable by Recipient without the written consent of Discloser, and any purported assignment not permitted hereunder shall be construed null and void.