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Intellectual Property
All the intellectual property, including, but not limited to, all art work,
presentation concept, design layout, methodologies, and content, all programming
code, and all dynamically generated content and/or specialized programming language
code, contained or incorporated into, the [the proposal], presentation, storyboard,
computer diskette, compact disc, etc.], and any hard copy documentation provided
with each or any of the foregoing (hereinafter collectively referred to as the
"Material"), which accompanies this Notice and Agreement, or to which
this Notice and Agreement is affixed or otherwise incorporated, is the exclusive
proprietary property and constitutes a valuable trade secret of Blue Collar Workwear,
(hereinafter individually and collectively referred to as the "Company")
as their respective interests may appear; provided however, that the Company
does not claim any right, title or ownership interest in, and this Notice and
Agreement does not apply to and specifically excludes, any [trademark, trade
name, logo, etc.], or other intellectual property which is owned by any person
or entity other than the Company, which may be incorporated into the material.
The Company hereby grants to you individually or, if a business entity, your
designated employees who have been registered with the Company, (hereinafter
referred to individually and collectively as "you"), a personal, non-exclusive
license to use the Company's intellectual property contained within and/or constituting
the material for the limited purpose of viewing the Material and subject to
the following conditions: (i) You may not and shall not copy, duplicate, extract,
or otherwise reproduce, or make any adaptations or derivations from, any of
the Company's intellectual property and/or the Material, whether in whole or
in part, without the expressed prior written consent of the Company; (ii) You
may not and shall not publish, distribute or otherwise transmit all or any of
the intellectual property and/or the Material by any means, including without
limitation electronic transmission without the Company's expressed prior written
consent and authorization; (iii) the term of the license shall expire at the
option of the Company upon written notice to you of such termination by the
Company; (iv) within five (2) days of such termination, you shall return and
deliver, or cause to be returned and delivered, to the Company all original
Material or any portion thereof; (v) you acknowledge and agree that the intellectual
property and the Material are the valuable commercial and proprietary products
and trade secrets of the Company and that any unauthorized use thereof will
cause irreparable harm and loss to the Company; and accordingly, you hereby
expressly and irrevocably consent to the entry by any court of competent jurisdiction
of any injunction against you to restrain any breach or threatened breach by
you of your obligations under this license, in addition to any claims for money
damages that the Company may otherwise have, without the Company being required
to demonstrate and prove inadequacy of a monetary remedy; (vi) THE MATERIAL
IS PROVIDED "AS-IS" AND "WITH ALL FAULTS" AND, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL OTHER REPRESENTATIONS
AND WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ITS FITNESS
FOR A PARTICULAR PURPOSE, QUALITY, MERCHANTABILITY, AND PERFORMANCE; (vii) THE
COMPANY SHALL HAVE NO LIABILITY TO YOU FOR THE INFRINGEMENT OR PROPRIETARY RIGHTS
OF ANY THIRD PARTY BY THE MATERIAL OR ANY PORTION THEREOF; and (viii) IN NO
EVENT SHALL THE COMPANY BE LIABLE TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR
ANY DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGE, RESULTING FROM YOUR USE OR MISUSE
OF ANY MATERIAL.
Your receipt and retention and/or use of the Material constitute your irrevocable
and unqualified acceptance of and agreement to each and all of the foregoing
terms and provisions. If you do not agree to the following terms and provisions,
immediately exit this presentation and return all of the Material to the Company
prior to any use.
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