Tripwire Alliance Partner Program Agreement
THIS AGREEMENT governs the disclosure of information by and between TRIPWIRE, INC., 101 SW Main, Suite 1500, Portland, OR 97204 ("Tripwire") and Partner as of the Effective Date related to Tripwire's Technology Alliance Partner (TAP) Program by clicking on the button below that is marked "I Accept".
1. Confidential Information. "Confidential Information" includes but is not limited to (a) either party's products, in source code or other non-compiled form; (b) any authorization keys or passwords delivered in order to operate such products; (c) product documentation, customer lists and customer contact information, product roadmaps and development plans, and product pricing information, regardless of whether such information is marked or otherwise identified in writing as confidential; and (d) any business or technical information of a party that, if disclosed in writing, is marked "confidential" or "proprietary" at the time of disclosure, or, if disclosed orally, is identified as "confidential" or "proprietary" at the time of disclosure. All Confidential Information is provided "AS IS" and without any other warranty.
2. Business Purpose. "Discloser" means the party that discloses Confidential Information under this Agreement. "Recipient" means the party that receives Confidential Information from Discloser. Each party will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the other party to this Agreement.
3. Use and Protection. Each party shall only permit access to Confidential Information of the other party to those of its employees or authorized representatives who have a need to know and are under obligations of confidentiality at least as restrictive as those contained herein. Recipient represents that it protects its own Confidential Information from unauthorized use or disclosure. Recipient shall protect Confidential Information received under this Agreement with the same degree of care, but not less than a reasonable degree of care, which it regularly employs to protect its own Confidential Information of a similar nature from unauthorized use or disclosure. Confidential Information may be copied by Recipient only as reasonably necessary for the purpose of this Agreement. Partner may choose to, but is not required to, provide suggestions, data, or other information to Tripwire regarding possible improvements in the operation, functionality or use of Tripwire products, whether in the course of receiving services, evaluating Tripwire products or otherwise, and any inventions, product improvements, modifications or developments made by Tripwire, at its sole discretion, will be the exclusive property of Tripwire. Except as expressly provided in the foregoing sentence, nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information, or to any invention or any patent, copyright, trademark, or other intellectual property right based on such Confidential Information. Each party acknowledges that its breach of this Agreement may cause irreparable damage and hereby agrees that the other party shall be entitled to seek injunctive relief under this Agreement.
4. Exceptions to Obligations of Confidentiality. The obligations of confidentiality under this Agreement shall not apply to information which:
a. was in the public domain when disclosed, or subsequently enters the public domain other than through disclosure by Recipient;
b. is disclosed by Recipient with the prior written approval of Discloser;
c. is developed independently by Recipient without use of Discloser's confidential information;
d. is rightfully received by Recipient from a third party without a duty of confidentiality; or
f. is disclosed pursuant to judicial or governmental order, provided that Recipient notifies Discloser so that an adequate opportunity is given to respond to such order.
5. Period of Confidentiality and Termination. The confidentiality of information disclosed under this Agreement shall be protected by Recipient for a period of three years after the information is received. Recipient's obligations under this Agreement shall survive termination of this Agreement between the parties and shall be binding upon Recipient's heirs, successors and assigns. This Agreement may be terminated by either party at any time upon 30 days prior written notice to the other party. This Agreement may be terminated immediately by the non-breaching party if the other party breaches any term. Upon termination or expiration of this Agreement, or upon written request of Discloser, Recipient shall promptly return or destroy all Confidential Information (including electronic copies, any notes, and any other embodiments of the Confidential Information), and cease to make any further use of such Confidential Information. Upon written request, Recipient will certify such return and/or destruction.
6. Limited Trademark License. Subject to Tripwire's prior written approval for each initial use of the Mark, (a) Tripwire hereby grants to Partner a non-exclusive, non-transferable, worldwide license to use Tripwire's trademark "Tripwire® TAP Approved" (the "Mark"); and (b) Partner will use "Tripwire® TAP Approved" in Partner's marketing materials, product packaging and website to promote the Partner product that has been approved by Tripwire. Partner will comply with Tripwire's trademark and logo usage guidelines, which are available upon request or at <<INSERT URL>>. Partner acknowledges Tripwire's exclusive right, title and interest to the Mark. Partner's use of the Mark as authorized in this Agreement will not create in Partner's favor any right, title or interest in the Mark. Partner will: (i) not promote or advertise that the Partner product is TAP Approved or state that the product is interoperable with Tripwire products until Tripwire notifies Partner in writing that the Partner product is approved; (ii) not use the Mark in connection with any business, other than promoting and marketing the approved Partner product; (iii) not use the Mark or any other Tripwire mark as part of its Partner product name or service offerings; (iv) not register, and Partner hereby acknowledges that it has not registered, the name "Tripwire" or any other Tripwire mark in any form; and (v) not use any mark which is likely to be similar to or likely to be confused with the Mark or any other Tripwire mark.
7. Promotion and Marketing. Upon Tripwire's written approval of Partner in the program, (a) Tripwire will reference Partner as a Tripwire® TAP Approved Partner on its website and provide detailed information about the joint solution; and (b) Partner will create a link on its website to Tripwire's website and Partner may promote its approved products on its Website and in marketing collateral relating to the Partner product. Each party will obtain the other party's written consent prior to issuing any news or press release relating to Partner's participation in the TAP Program. Partner will coordinate its marketing and joint sales activities with Tripwire and the parties will work together to mutually agree on joint customer visits, targeted marketing campaigns and promotional activities initiated by the Partner.
8. General Provisions. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. This Agreement is the entire agreement between the parties regarding the subject hereof, and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may not be assigned and may only be amended in writing signed by authorized representatives of each party. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision. If any provision of this Agreement is determined to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of this Agreement will continue in full force and effect. Each party shall immediately notify the other upon discovery of any loss or unauthorized disclosure of the Confidential Information of the other party. This Agreement shall be governed by and construed in accordance with the laws of Oregon excluding the choice of laws provisions. This Agreement may be executed in counterparts.