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Non-disclosure, confidentiality and right of limited use agreement

By requesting login rights to access the SCS technical site which contains technical and proprietary information regarding SCS’s products and services (“Confidential Information’) you, the “Receiving Party” agree to the following:

  1. Receiving Party shall hold all Confidential Information in confidence. The Receiving Party: (a) shall use such Confidential Information only for the purposes of evaluating whether to purchase SCS products or services and neither the Receiving Party nor any of its affiliates, subsidiaries or parent shall use any Confidential Information to compete with the SCS nor use the Confidential Information that would any way be detrimental to the SCS; (b) shall reproduce such Confidential Information only to the extent necessary for such purposes; (c) shall restrict disclosure of such Confidential Information to such of its employees or representatives as have a need to know such information for such purposes only; (d) shall advise any employees or representatives to whom such Confidential Information is disclosed of the obligations assumed in this Agreement; (e) shall not disclose any Confidential Information to any third party without prior written approval of SCS except as expressly provided herein; and (f) shall use at least the same degree of care as it uses with regard to its own proprietary or confidential information to prevent the disclosure, use or publication of such Confidential Information.
  2. This Agreement shall benefit and be binding upon SCS and the Receiving Party and each of their respective heirs, successors, assigns, subsidiaries, parents, affiliates and agents.
  3. If Receiving Party decides that it does not wish to proceed with a purchase of SCS products or services it will promptly destroy all copies of the Confidential Information. Notwithstanding the destruction of SCS’s Confidential Information, the Receiving Party will continue to be bound by the obligations of confidentiality and nondisclosure hereunder.
  4. Receiving Party may disclose Confidential Information if such disclosure is in response to formal written request or an order from a court, or other governmental agency, including without limitation, any SEC regulation; provided, however, that before making such disclosure, the Receiving Party shall first give SCS reasonable notice and opportunity to object to the order or request, and/or to obtain, at SCS’s sole expense, a protective order covering the Confidential Information to be disclosed.
  5. No license to the Receiving Party, under any trademark, patent, copyright, service mark, or any other intellectual property right, is either granted or implied by this Agreement. Nothing in this Agreement or the disclosure of Confidential Information shall constitute any transfer of, representation, warranty, assurance, guarantee or inducement by SCS to the Receiving Party with respect to the non-infringement of trademarks, patents, copyrights, or any other intellectual property rights, or other rights of third persons or of either party. The Confidential Information is provided “As IS” with all faults and no representation or warranty, express or implied is given with respect to the Confidential Information, including, without limitation, its accuracy, completeness or the implied warranties of Merchantability or Fitness for a Particular Purpose.
  6. If, in the future, the Receiving Party and SCS elect to enter into a binding commitment regarding the purchase of SCS products or services, such commitment will be explicitly stated in a separate written agreement executed by both Parties. Upon execution of such an agreement, SCS and the Receiving Party agree that the terms of this Agreement will continue to apply to Confidential Information exchanged by SCS, unless this Agreement is specifically identified and declared null and void thereunder.
  7. No amendment or modification of this Agreement shall be valid or binding on SCS or the Receiving Party unless made in writing and signed on behalf of each of the parties. This Agreement shall be governed by the laws of the State of Colorado. The Receiving Party acknowledges that SCS will be irreparably harmed by a breach of this Agreement and that in such an event SCS will be entitled to obtain injunctive relief without being required to post a bond. Except as may be appropriate to obtain injunctive relief if there is a breach or threatened breach by the Receiving Party, any action to enforce any provision of this Agreement shall be brought in Colorado. The Receiving Party represents and warrants that the person requesting login rights to gain access to the SCS technical site is fully authorized to bind the entity that he or she represents to the terms hereof. The prevailing party in any action brought to enforce the terms of this Agreement will be entitled to an award of reasonable attorneys’ fees and costs.