Terms and Conditions

MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (“AGREEMENT”)

Hara Partners Technology LLC, for itself and its subsidiaries and affiliates (“Company”) and the undersigned (“Undersigned”; together with Company, the “Parties”; individually, sometimes referred to as “Party”) hereby covenant and agree as follows: The Parties shall exchange information for the purpose of evaluating certain opportunities with a view towards entering into a business relationship. The term “Affiliates” means, with respect to any Party, any entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with a Party. “Control” (including but not limited to the terms “controlled by” and “under common control with”) means the possession directly or indirectly of the power to direct or cause the direction of the management or policies of an entity or individual.

1. CONFIDENTIAL INFORMATION
“Confidential Information” means non-public information that the disclosing party (“Disclosing Party”) designates as being confidential or which, under the circumstances surrounding disclosure, the receiving party (“Receiving Party”) knows or has reason to believe is treated as confidential by the Disclosing Party. Confidential Information includes, without limitation, (a) oral and written, nonpublic information relating to Disclosing Party prospects, plans or products, services, process or procedures, marketing and promotion plans or arrangements, any Disclosing Party personnel, employees, suppliers, services, processes or procedures, Disclosing Party’s business policies or practices, financial information, technical information, infrastructure designs, data, analysis, compilations, studies or other documentation, (b) any such information received from others that Disclosing Party may be obligated to treat as confidential, and (c) any such information disclosed by any Affiliate of Disclosing Party, its related entities and/or agents; except that Confidential Information does not include information that: (i) is or subsequently becomes publicly available without Receiving Party’s breach of any obligation owed to Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party provided that such knowledge can be established by documentation made contemporaneously with the acquisition of such knowledge; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed by Receiving Party without access to the Disclosing Party’s information.

2. OBLIGATION OF NON- DISCLOSURE
Receiving Party shall not use or disclose any Confidential Information to third parties for five (5) years following the date of its disclosure by Disclosing Party, except as provided for by this Agreement or in accordance with judicial or other governmental order. Receiving Party shall give Disclosing Party prompt notice of any judicial or governmental proceeding related to the Confidential Information. Receiving Party shall safeguard the Confidential Information using not less than a reasonable degree of care. Receiving Party shall segregate all such Confidential Information from the confidential information of others in order to prevent commingling. Receiving Party may disclose Confidential Information only to Receiving Party’s employees, affiliates, or others working on matters related to the Disclosing Party (including, but not limited to, the producers of any project discussed with the Disclosing Party, and any consultants, independent contractors, subcontractors or agents) on a “need-to-know” basis. The Receiving Party shall use the Confidential Information for the sole purpose of evaluating the opportunities being discussed with the Disclosing Party, and shall not use the Confidential Information directly or indirectly to acquire any assets or opportunities or solicit or hire employees or consultants disclosed to it, or to assist a third party in an effort to do so.

3. NOTICE OF DISCLOSURE
Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Confidential Information or any other breach of this Agreement by Receiving Party, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party recover possession of the Confidential Information and prevent its further unauthorized use.

4. RETURN OF INFORMATION
Upon the request of the Disclosing Party, Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information, or at Disclosing Party’s option, certify destruction of the same in writing.

5. INJUNCTIVE RELIEF
Receiving Party acknowledges that monetary damages will not be a sufficient remedy for unauthorized disclosure of Confidential Information, and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to seek injunctive and other equitable relief (without bond and without the necessity of showing actual monetary damages).

6. INSPECTION
Disclosing Party may visit Receiving Party’s premises or review Receiving Party’s systems, with reasonable prior notice and during normal business hours, to review Receiving Party’s compliance with the terms of this Agreement.

7. MISCELLANEOUS
(a) All Confidential Information remains the property of Disclosing Party. The disclosure of any information to Receiving Party will not confer or grant to Receiving Party any express or implied right or license in or to Disclosing Party’s Confidential Information or intellectual property, including but not limited to patents, copyrights, trademarks, or trade secret information, nor will the providing of such information imply, grant, establish or prove the existence of any business relationship between the Parties. (b) This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and may not be modified or amended except by a written agreement dated subsequent to the date of this Agreement and signed by both Parties. No provision of this Agreement will be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, its agents, or employees, except only an instrument in writing signed by an authorized officer of Disclosing Party. No waiver of any provision of this Agreement constitutes a waiver of any other provision(s) or of the same provision on another occasion. (c) If Disclosing Party employs an attorney to enforce any rights arising out of or relating to this Agreement and it prevails in such a claim against the Receiving Party, then the Disclosing Party will be entitled to recover reasonable attorneys’ fees and court costs. The laws of the State of New York govern and control this Agreement and its construction and interpretation, without regard to the conflicts of law principles thereof. Any dispute relating to or arising out of this Agreement may be brought in a court of competent jurisdiction sitting in the State of New York, and the Parties hereby consent to jurisdiction over their persons in any such matter. (d) This Agreement will inure to the benefit of and be binding upon the Parties, and their permitted successors and assigns, except that neither Party may assign, delegate or otherwise transfer this Agreement or any of such Party’s rights or obligations hereunder without the other Party’s written consent.

IMPORTANT! PLEASE READ THESE TERMS CAREFULLY. BY ENTERING INTO ANY AGREEMENT OR CONTRACT WITH HARA PARTNERS TECHNOLOGY LLC (“COMPANY”) YOU (THE “UNDERSIGNED”) ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

All imagery created by Company is protected by U.S. Federal Copyright Law and may not be reproduced in any form without express written permission from Company. Specific, non-transferable usage rights may be granted to the original client/purchaser of this imagery. Company requires photo-credit (© www.harapartners.com) and requests three copies of all published materials, plus email notification of any website or internet posting, along with the URL.

Company produces original photographic imagery specifically for its clients. Imagery may be created in the form of color or black & white negatives from which prints are produced, original color (35mm) slides or transparencies, digital images and scans, or videotape. Customarily, Company retains all original negatives and digital files, releasing prints and/or modified digital files to our clients. Arrangements can be made to purchase these originals, and have them released to the original client-purchaser. When original imagery is in the form of color slides/transparencies, or digital files, only selected original images are released to the client; slide/transparency out-takes and videotapes typically are NOT retained permanently in Companies files. Selected out-take images may eventually be released for potential stock photography publishing or other usage.

The original client/purchaser is entitled to all usage rights and other courtesies granted our clients; the original client/purchaser is the party which Company recognizes as the client for whom the photography was initially created; typically this is the recipient of the invoice (except in the case of an agent who is billed on their behalf). Copyright Ownership for all imagery is retained by Company. The rights to use imagery by making reproductions from the original materials (in the form of original prints, digital files, negatives, slides/transparencies, or videotape) may be granted to the original client/purchaser through the transfer of usage rights, which become effective upon payment in full of the respective invoice(s).

The following USAGE RIGHTS are available for Company imagery:

A. PERSONAL USE: Imagery may be used ONLY for personal records, albums, home-display or archives only.

B. ONE-TIME RIGHTS: Imagery may be used only once for a single publication or campaign, for a ‘lease’ amount. All original images are to be returned after reproduction for the specified publication or campaign.

C. EDITORIAL/SERIAL RIGHTS: Imagery may be used in a single article/publication in a single periodical. All original images are to be returned after publication.

D. LIMITED RIGHTS: Reproduction and use of imagery is specifically limited by … (a) TIME, (b) TERRITORY, (c) advertising CAMPAIGN or PROMOTION or CLIENT. Applicable limits are clearly stated on the invoice or supporting paperwork. All original images are to be returned after use.

E. UNLIMITED RIGHTS: Reproduction and use of imagery is NOT limited by … (a) TIME (except by the life of the original materials or the reproduction made), (b) TERRITORY (imagery may be used anywhere worldwide), and non-transferable unlimited rights for business promotional/marketing use (display/lecture/slide show/editorial/advertising, etc.) is granted, to the original client-purchaser only. Original imagery may be permanently released to the client-purchaser.

These additional USAGE RIGHTS are typically included with the above:

A. FIRST RIGHTS – Rights which grant the opportunity for initial use of original imagery; Company will delay (typically for one year) any other or subsequent use of imagery by other clients, or through stock-photo agencies. These additional USAGE RIGHTS are available; but may not be included with the above;

B. EXCLUSIVE RIGHTS – Exclusivity in the rights granted for TIME, TERRITORY, MARKET, etc.

C. COMPUTER-REPRODUCTION RIGHTS – Rights to scan or retain the original imagery at a high, reproduction-level resolution, for storage and future reproduction from a computer file database. Unless otherwise noted, rights to scan imagery at low resolutions (+/- 72dpi for view-only / proofing / layouts) are available for all released imagery.

D. PROMOTION RIGHTS – Rights permitting subsequent use of imagery to promote the particular event, periodical, or promotional campaign in which the original imagery is initially featured.

Regardless of usage rights granted, Company requires photo-credit (in the form of © www.harapartners.com) and requests three copies of all published or printed materials containing Company imagery, plus email notification of website or internet posting, along with the URL. Firms publishing Company images without including a photo-credit/copyright will incur additional fees. All photographic-quality prints from Company images (8×10+) are to be produced only through Company, from our original negatives/files.

Usage Rights are granted and transferred to the original client/purchaser only, as listed on the invoice and supporting paperwork, and are not transferable to any third party (even if owned by, or the owners of, the original client/purchaser). Granting usage rights shall in no way restrict Company from releasing all ‘out-take’ and ‘in-camera similar’ images for potential Stock Photography publishing usage. The original client/purchaser is responsible for obtaining (directly from the subject or through the photographer), and keeping, signed model and/or property releases. If signed releases are NOT provided with the original prints/slides/negatives, it shall be deemed an indication that releases do NOT exist, and imagery usage shall be restricted accordingly. Possession of a signed model/property release places the burden of ‘appropriate’ image use on the original client/purchaser, his agents and authorized representatives.