THIS AGREEMENT made BETWEEN Author Raven Moon and Twisted Tales/Weaving Mackical Words Blog Members.
1. Author Raven Moon, "RM"; and 2. Twisted Tales/Weaving Mackical Words, "TT/WMW," collectively referred to as the "Blog Members."
A. Blog Members understands that Author Raven Moon has disclosed or may disclose information relating to Manuscripts, Covers, Blurbs, and WIP’s, which to the extent previously, presently, or subsequently disclosed to the Twisted Tales/Weaving Mackical Words Blog, is hereinafter referred to as "Proprietary Information" of Author Raven Moon.
1. In consideration of the disclosure of Proprietary Information by Author Raven Moon, and Blog Members hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions Author Raven Moon employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate its relationship with Author Raven Moon internally, and (iv) not to copy or reverse engineer any such Proprietary Information.
2. Without granting any right or license, Author Raven Moon agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Blog Members can document (i) is or becomes (through no improper action or inaction by the Blog Members generally available to the public, or (ii) was in its possession or known by its prior to receipt from Author Raven Moon as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of Author Raven Moon. Blog Members may make disclosures required by law or court order provided Blog Members uses diligent reasonable efforts to limit disclosure and has allowed Author Raven Moon to seek a protective order.
3. Immediately upon the written request by Author Raven Moon at any time, Blog Members will return to Author Raven Moon all Proprietary Information and all documents or media containing any such Proprietary Information and any/and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.
4. Blog Members understand that nothing herein (i) requires the disclosure of any Proprietary Information or (ii) requires Author Raven Moon to proceed with any transaction or relationship.
5. Blog Members further acknowledges and agrees that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by Author Raven Moon, as to, or in relation to, the accuracy nor completeness of any Proprietary Information made available to Ravens’ Kraa Blog Members; it is responsible for making its own evaluation of such Proprietary Information.
6. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any Party of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written consent of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made by this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations, or understandings with respect hereto.
7. This Agreement shall be governed by the laws of the jurisdiction in which Author Raven Moon is (Indiana) and the Parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in Indiana.