1. The Program
This program, known as Dinner for Health is organized to guide and educate Participant through aspects of planning and running a Dinner for Health event. Program Start Date will be the date upon which the Program is purchased (“Program Start Date”). Any and all content of this Program will be accessible to Participant upon the Program Start Date but is subject to modification at any time per the discretion of the Owner.
2. Payment Terms. Program Fee
The Fee for the Program is $1497. There are no refunds to this program. The program will be available unless and until Staffless Practice decides to no longer offer it.
a. The Program Fee includes:
- Access to all of the lessons, templates, and downloads for the Dinner for Health Program
b. Chargebacks.
If Participant has a dispute concerning any payment transaction, please contact us at hello@stafflesspractice.com. If, at any time, Participant contacts his or her bank or credit card company to reject the charge of any part of the Program Fee (“Chargeback”), this act will be considered a breach of Participant’s payment obligations and this Agreement. Owner reserves the right to automatically terminate Participant’s access to the Program, dispute any Chargeback, and take all reasonable action to authorize the transaction.
3. Cancellation & Refund Policy
Due to the nature of this agreement, all sales of the agreement are final. Requests for program cancellations, pauses, and/or refunds received by Owner will be considered on a case by case basis. Owner reserves the right to pursue collection of any outstanding balance owed to the Owner for the Program in accordance with Section 2. Changes or substitutions to the Participant accessing the Program cannot be made.
4. Participant’s Conduct & Responsibilities
Participant agrees to conduct him/herself within the Program in a dignified and professional manner and shall not engage in any activity that is detrimental to the health, safety, and welfare of other program participants.
Participant acknowledges that the Program is not a done-for-you program, and is a comprehensive process that may involve different areas of his or her business. Participant’s results are contingent on a variety of factors, including but not limited to Participant’s current business, work ethic, and desire to achieve results. Participant agrees that deciding how to incorporate the Program methods into Participant's business, implementing such choices, and staying consistent is exclusively the Participant’s responsibility. Participant acknowledges that any Program content, materials, coaching, or guidance Participant receives during the course of the Program is to be used as guidance and is not a substitute for Participant’s responsibility of applying the Program methods to Participant’s business.
5. Confidentiality.
Participant acknowledges that the Program content and materials is confidential and Participant agrees not to share the Program with third parties. Owner acknowledges that personal and practice information is not to be shared by third parties unless necessary in a professional setting.
6. Program Access.
Participant understands that his/her Enrollment Period in the Program is for the time between the Program Start Date and Program End date as set forth above. The Program, including any usernames or passwords, may only be used by Participant as permitted herein and may not be sold or distributed without the Owner’s express written consent. Should Participant need more than one individual from a business to access the Program, the Participant must identify such individuals to Owner. Participant agrees that they will not permit access to any individual for the purpose of circumventing the payment of the Program Fee.
7. Release
Participant agrees that the Owner may use any images, audio recordings or video recordings of Participant obtained while enrolled in the Program in connection with the Program, including but not limited to testimonials, web pages, market research. Participant waives any right to payment, royalties or any other consideration for the use of such images, audio recordings, or video recordings. Participant waives the right to inspect or approve the finished product, including written or electronic copy, wherein Participant’s likeness appears. The Owner is held harmless, released, and forever discharged from all claims, demands, and causes of action which Participant, their heirs, representatives, executors, administrators, or any other persons acting on Participant’s behalf of the Participant’s estates have or may have by reason of this authorization.
8. Intellectual Property.
All intellectual property rights in and to the Program, the Program content, and all materials distributed at or in connection with the Program are owned by the Owner or the Program partners presenting during the course of the Program. Participant will not use or reproduce or allow anyone to use or reproduce such content or materials displayed at, distributed at, or provided in connection with the Program for any reason without the prior written permission of the Owner.
9. Disclaimer of Warranties.
The Owner gives no warranties with respect to any aspect of the Program or any materials related thereto or ordered in connection with the Program and, to the fullest extent possible under the laws governing this Agreement, disclaims all implied warranties, including but not limited to warranties of witness for a particular purpose, accuracy, timeliness, and merchantability.
PARTICIPANT ACCEPTS AND AGREES THAT HE/SHE IS FULLY RESPONSIBLE FOR HIS/HER PROGRESS AND RESULTS AND THAT OWNER OFFERS NO REPRESENTATIONS, WARRANTIES OR GUARANTEES VERBALLY OR IN WRITING REGARDING PARTICIPANT’S FUTURE EARNINGS, BUSINESS PROFIT, MARKETING PERFORMANCE, CUSTOMER GROWTH, OR RESULTS OF ANY KIND. THE OWNER DOES NOT GUARANTEE THAT PARTICIPANT WILL ACHIEVE ANY RESULTS USING ANY OF THE IDEAS, TOOLS, STRATEGIES OR RECOMMENDATIONS PRESENTED AT THE PROGRAM, AND NOTHING IN THE PROGRAM IS A PROMISE OR GUARANTEE TO PARTICIPANT OF SUCH RESULTS.
10. Force Majeure.
Owner shall not be liable for any failure or delay in the performance of this Agreement if such failure or delay is due to causes beyond Owner's reasonable control, including but not limited to acts of God (such as earthquakes, tornadoes, floods, etc.), war, strikes or labor disputes, embargoes, government orders or any other force majeure event. Upon the occurrence of any force majeure event, the Owner relying upon this provision shall give written notice to the Participants of its inability to perform or delay in completing their obligations in regards to Articles 1 and 2.
11. Governing Law Venue; Dispute Resolution
This Agreement shall be governed by the laws of the State of New Jersey and any disputes arising from it must be handled exclusively in Hunterdon County, NJ. The Parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through electronic correspondence. The Parties further agree that their respective good faith participation in any electronic correspondence is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration, or other dispute resolution procedures with the exception of Owner’s right to enforce the payment obligations of Participant as set forth in Section 2 . If any legal action or other proceeding is brought for the enforcement of the Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of the Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
12. Entire Agreement
This Agreement constitutes the entire agreement between the Participant and the Owner and supersedes all prior and contemporaneous agreements, representations, and understandings between the Parties. No waiver of any of the provisions of the Agreement by Owner shall be deemed, or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by Owner.
13. Effect of Headings
The subject headings of the paragraphs of the Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
14. Severability
If any term, provision, covenant, or condition of the Agreement is held by an arbitrator or a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
15. License Grant
This Agreement entitles you to use one account to access our program. In addition, you may download relevant content and worksheets for one user or one office. You are NOT permitted to sell, share or distribute our content to any parties outside of your practice/team. For further information regarding multiple copy licensing of the Software Product, please contact:
Representative: Maybe Never Happens, LLC
Address: 16 Leigh Street, 2B, Clinton, New Jersey 08809
Phone Number: 908.224.4840
E-mail Address: hello@stafflesspractice.com
Restrictions on Transfer
Without first obtaining the express written consent of MNH, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.
Restrictions on Use
You may not decompile, "reverse-engineer", disassemble, or otherwise attempt to derive the source code for the Software Product. You may not use the database portion of the Software Product in connection with any software other than the Software Product.
Restrictions on Alteration
You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product. You may not reproduce the database portion or create any tables or reports relating to the database portion.
Restrictions on Copying
You may not copy any part of the Software Product except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed on storage medium. You may make one archival copy which must be stored on a medium other than a computer hard drive.
Indemnity
Member shall indemnify and hold the Community (and its officers, directors, agents, subsidiaries, joint ventures, and employees) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Members breach of this Agreement, or Members violation of any law or the rights of a third party.
No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Governing Law
This Agreement shall be construed under and governed in accordance with the laws of the New Jersey.
Arbitration
Any dispute arising under this contract shall be resolved under the commercial arbitration rules of the American Arbitration Association.
Limitation of Liability
Member shall not hold Community responsible for other user Members content, actions or inactions.
Maybe Never Happens
www.stafflesspractice.com
Effective May 26, 2022
This program, known as Dinner for Health is organized to guide and educate Participant through aspects of planning and running a Dinner for Health event. Program Start Date will be the date upon which the Program is purchased (“Program Start Date”). Any and all content of this Program will be accessible to Participant upon the Program Start Date but is subject to modification at any time per the discretion of the Owner.
2. Payment Terms. Program Fee
The Fee for the Program is $1497. There are no refunds to this program. The program will be available unless and until Staffless Practice decides to no longer offer it.
a. The Program Fee includes:
- Access to all of the lessons, templates, and downloads for the Dinner for Health Program
b. Chargebacks.
If Participant has a dispute concerning any payment transaction, please contact us at hello@stafflesspractice.com. If, at any time, Participant contacts his or her bank or credit card company to reject the charge of any part of the Program Fee (“Chargeback”), this act will be considered a breach of Participant’s payment obligations and this Agreement. Owner reserves the right to automatically terminate Participant’s access to the Program, dispute any Chargeback, and take all reasonable action to authorize the transaction.
3. Cancellation & Refund Policy
Due to the nature of this agreement, all sales of the agreement are final. Requests for program cancellations, pauses, and/or refunds received by Owner will be considered on a case by case basis. Owner reserves the right to pursue collection of any outstanding balance owed to the Owner for the Program in accordance with Section 2. Changes or substitutions to the Participant accessing the Program cannot be made.
4. Participant’s Conduct & Responsibilities
Participant agrees to conduct him/herself within the Program in a dignified and professional manner and shall not engage in any activity that is detrimental to the health, safety, and welfare of other program participants.
Participant acknowledges that the Program is not a done-for-you program, and is a comprehensive process that may involve different areas of his or her business. Participant’s results are contingent on a variety of factors, including but not limited to Participant’s current business, work ethic, and desire to achieve results. Participant agrees that deciding how to incorporate the Program methods into Participant's business, implementing such choices, and staying consistent is exclusively the Participant’s responsibility. Participant acknowledges that any Program content, materials, coaching, or guidance Participant receives during the course of the Program is to be used as guidance and is not a substitute for Participant’s responsibility of applying the Program methods to Participant’s business.
5. Confidentiality.
Participant acknowledges that the Program content and materials is confidential and Participant agrees not to share the Program with third parties. Owner acknowledges that personal and practice information is not to be shared by third parties unless necessary in a professional setting.
6. Program Access.
Participant understands that his/her Enrollment Period in the Program is for the time between the Program Start Date and Program End date as set forth above. The Program, including any usernames or passwords, may only be used by Participant as permitted herein and may not be sold or distributed without the Owner’s express written consent. Should Participant need more than one individual from a business to access the Program, the Participant must identify such individuals to Owner. Participant agrees that they will not permit access to any individual for the purpose of circumventing the payment of the Program Fee.
7. Release
Participant agrees that the Owner may use any images, audio recordings or video recordings of Participant obtained while enrolled in the Program in connection with the Program, including but not limited to testimonials, web pages, market research. Participant waives any right to payment, royalties or any other consideration for the use of such images, audio recordings, or video recordings. Participant waives the right to inspect or approve the finished product, including written or electronic copy, wherein Participant’s likeness appears. The Owner is held harmless, released, and forever discharged from all claims, demands, and causes of action which Participant, their heirs, representatives, executors, administrators, or any other persons acting on Participant’s behalf of the Participant’s estates have or may have by reason of this authorization.
8. Intellectual Property.
All intellectual property rights in and to the Program, the Program content, and all materials distributed at or in connection with the Program are owned by the Owner or the Program partners presenting during the course of the Program. Participant will not use or reproduce or allow anyone to use or reproduce such content or materials displayed at, distributed at, or provided in connection with the Program for any reason without the prior written permission of the Owner.
9. Disclaimer of Warranties.
The Owner gives no warranties with respect to any aspect of the Program or any materials related thereto or ordered in connection with the Program and, to the fullest extent possible under the laws governing this Agreement, disclaims all implied warranties, including but not limited to warranties of witness for a particular purpose, accuracy, timeliness, and merchantability.
PARTICIPANT ACCEPTS AND AGREES THAT HE/SHE IS FULLY RESPONSIBLE FOR HIS/HER PROGRESS AND RESULTS AND THAT OWNER OFFERS NO REPRESENTATIONS, WARRANTIES OR GUARANTEES VERBALLY OR IN WRITING REGARDING PARTICIPANT’S FUTURE EARNINGS, BUSINESS PROFIT, MARKETING PERFORMANCE, CUSTOMER GROWTH, OR RESULTS OF ANY KIND. THE OWNER DOES NOT GUARANTEE THAT PARTICIPANT WILL ACHIEVE ANY RESULTS USING ANY OF THE IDEAS, TOOLS, STRATEGIES OR RECOMMENDATIONS PRESENTED AT THE PROGRAM, AND NOTHING IN THE PROGRAM IS A PROMISE OR GUARANTEE TO PARTICIPANT OF SUCH RESULTS.
10. Force Majeure.
Owner shall not be liable for any failure or delay in the performance of this Agreement if such failure or delay is due to causes beyond Owner's reasonable control, including but not limited to acts of God (such as earthquakes, tornadoes, floods, etc.), war, strikes or labor disputes, embargoes, government orders or any other force majeure event. Upon the occurrence of any force majeure event, the Owner relying upon this provision shall give written notice to the Participants of its inability to perform or delay in completing their obligations in regards to Articles 1 and 2.
11. Governing Law Venue; Dispute Resolution
This Agreement shall be governed by the laws of the State of New Jersey and any disputes arising from it must be handled exclusively in Hunterdon County, NJ. The Parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through electronic correspondence. The Parties further agree that their respective good faith participation in any electronic correspondence is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration, or other dispute resolution procedures with the exception of Owner’s right to enforce the payment obligations of Participant as set forth in Section 2 . If any legal action or other proceeding is brought for the enforcement of the Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of the Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
12. Entire Agreement
This Agreement constitutes the entire agreement between the Participant and the Owner and supersedes all prior and contemporaneous agreements, representations, and understandings between the Parties. No waiver of any of the provisions of the Agreement by Owner shall be deemed, or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by Owner.
13. Effect of Headings
The subject headings of the paragraphs of the Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
14. Severability
If any term, provision, covenant, or condition of the Agreement is held by an arbitrator or a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
15. License Grant
This Agreement entitles you to use one account to access our program. In addition, you may download relevant content and worksheets for one user or one office. You are NOT permitted to sell, share or distribute our content to any parties outside of your practice/team. For further information regarding multiple copy licensing of the Software Product, please contact:
Representative: Maybe Never Happens, LLC
Address: 16 Leigh Street, 2B, Clinton, New Jersey 08809
Phone Number: 908.224.4840
E-mail Address: hello@stafflesspractice.com
Restrictions on Transfer
Without first obtaining the express written consent of MNH, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.
Restrictions on Use
You may not decompile, "reverse-engineer", disassemble, or otherwise attempt to derive the source code for the Software Product. You may not use the database portion of the Software Product in connection with any software other than the Software Product.
Restrictions on Alteration
You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product. You may not reproduce the database portion or create any tables or reports relating to the database portion.
Restrictions on Copying
You may not copy any part of the Software Product except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed on storage medium. You may make one archival copy which must be stored on a medium other than a computer hard drive.
Indemnity
Member shall indemnify and hold the Community (and its officers, directors, agents, subsidiaries, joint ventures, and employees) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Members breach of this Agreement, or Members violation of any law or the rights of a third party.
No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Governing Law
This Agreement shall be construed under and governed in accordance with the laws of the New Jersey.
Arbitration
Any dispute arising under this contract shall be resolved under the commercial arbitration rules of the American Arbitration Association.
Limitation of Liability
Member shall not hold Community responsible for other user Members content, actions or inactions.
Maybe Never Happens
www.stafflesspractice.com
Effective May 26, 2022
NDA.
Receiving Party understands that Maybe Never Happens, LLC has disclosed or may disclose information including, without limitation, computer programs, code, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), and other technical, business, financial and product development plans, forecasts, strategies and information, which to the extent previously, presently, or subsequently disclosed to the Receiving Party, is hereinafter referred to as "Proprietary Information" of the Disclosing party. All Proprietary Information shall be protected and safeguarded if it is (a) marked as the Disclosing Party's confidential or proprietary information (or with an equivalent legend) at the time of disclosure, if disclosed in tangible form; or (b) identified as Proprietary Information at the time of disclosure. Notwithstanding the failure of the Disclosing Party to mark information as confidential or proprietary as described above, information that, by its very nature, or under the particular circumstances of disclosure, should reasonably be understood to be confidential or proprietary, shall be deemed to be Proprietary Information.
In consideration of the parties' discussions and access the Receiving Party may have to Proprietary Information of the Disclosing Party, the Parties hereby agree as follows:
1. The Receiving Party agrees (i) to hold the Disclosing Party's Proprietary Information in confidence and to take all necessary precautions to protect such Proprietary Information including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials, (ii) not to divulge any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use of such Proprietary Information, except for the below stated purpose, and (iv) not to copy or reverse engineer, or attempt to derive the composition or underlying information of any such Proprietary Information.
2. The Receiving Party agrees that the Proprietary Information shall not be used except for the following purpose:
Student of Staffless Practice Academy will use curriculum to further practice efforts. This policy allows one user per email address. The user ID and password MAY NOT BE SHARED with users outside of signer's team, staff or family.
3. The Receiving Party further agrees to limit the use of and access to the Disclosing Party's Proprietary Information to the Receiving Party's employees who need to know such Proprietary Information for said purposes and shall cause such employees to comply with the obligations set forth herein.
4. The Disclosing Party agrees that the foregoing obligations shall not apply with respect to information that (i) was in the possession of the Receiving Party or known by it prior to receipt from the Disclosing Party, or (ii) was rightfully disclosed to the Receiving Party by another person without restriction, or (iii) was independently developed by the Receiving Party without access to such Proprietary Information, or (iv) is required to be disclosed pursuant to any statutory or regulatory authority or court order, provided the Receiving Party has given the Disclosing Party prompt notice of such requirement and the opportunity to contest it.
5. Immediately upon a request by the Disclosing Party at any time, the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and all copies or extracts thereof and will promptly and permanently delete any Proprietary Information which is electronically or optically recorded or stored.
6. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's Proprietary Information, there can be no adequate remedy at law for any breach of its obligation hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect.
7. Neither party acquires any intellectual property rights under this Agreement or any disclosure hereunder, except the limited right to use such Proprietary Information in accordance with this Agreement.
8. NO WARRANTIES OF ANY KIND (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE GIVEN WITH RESPECT TO THE PROPRIETARY INFORMATION DISCLOSED OR USED UNDER THIS AGREEMENT, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR DAMAGES ARISING OUT OF OR CAUSED BY DEFECTS OR DEFICIENCIES IN THE PROPRIETARY INFORMATION OF EITHER PARTY, WHETHER DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE.
9. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party, and no failure or delay in enforcing any right will be deemed a waiver. The obligations of non-use and non-disclosure shall survive for a period of 5 years from the date of disclosure of the Proprietary Information. This Agreement shall be governed by the laws of the State of New Jersey and may be enforced in any court in New Jersey.
Receiving Party understands that Maybe Never Happens, LLC has disclosed or may disclose information including, without limitation, computer programs, code, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), and other technical, business, financial and product development plans, forecasts, strategies and information, which to the extent previously, presently, or subsequently disclosed to the Receiving Party, is hereinafter referred to as "Proprietary Information" of the Disclosing party. All Proprietary Information shall be protected and safeguarded if it is (a) marked as the Disclosing Party's confidential or proprietary information (or with an equivalent legend) at the time of disclosure, if disclosed in tangible form; or (b) identified as Proprietary Information at the time of disclosure. Notwithstanding the failure of the Disclosing Party to mark information as confidential or proprietary as described above, information that, by its very nature, or under the particular circumstances of disclosure, should reasonably be understood to be confidential or proprietary, shall be deemed to be Proprietary Information.
In consideration of the parties' discussions and access the Receiving Party may have to Proprietary Information of the Disclosing Party, the Parties hereby agree as follows:
1. The Receiving Party agrees (i) to hold the Disclosing Party's Proprietary Information in confidence and to take all necessary precautions to protect such Proprietary Information including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials, (ii) not to divulge any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use of such Proprietary Information, except for the below stated purpose, and (iv) not to copy or reverse engineer, or attempt to derive the composition or underlying information of any such Proprietary Information.
2. The Receiving Party agrees that the Proprietary Information shall not be used except for the following purpose:
Student of Staffless Practice Academy will use curriculum to further practice efforts. This policy allows one user per email address. The user ID and password MAY NOT BE SHARED with users outside of signer's team, staff or family.
3. The Receiving Party further agrees to limit the use of and access to the Disclosing Party's Proprietary Information to the Receiving Party's employees who need to know such Proprietary Information for said purposes and shall cause such employees to comply with the obligations set forth herein.
4. The Disclosing Party agrees that the foregoing obligations shall not apply with respect to information that (i) was in the possession of the Receiving Party or known by it prior to receipt from the Disclosing Party, or (ii) was rightfully disclosed to the Receiving Party by another person without restriction, or (iii) was independently developed by the Receiving Party without access to such Proprietary Information, or (iv) is required to be disclosed pursuant to any statutory or regulatory authority or court order, provided the Receiving Party has given the Disclosing Party prompt notice of such requirement and the opportunity to contest it.
5. Immediately upon a request by the Disclosing Party at any time, the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and all copies or extracts thereof and will promptly and permanently delete any Proprietary Information which is electronically or optically recorded or stored.
6. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's Proprietary Information, there can be no adequate remedy at law for any breach of its obligation hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect.
7. Neither party acquires any intellectual property rights under this Agreement or any disclosure hereunder, except the limited right to use such Proprietary Information in accordance with this Agreement.
8. NO WARRANTIES OF ANY KIND (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE GIVEN WITH RESPECT TO THE PROPRIETARY INFORMATION DISCLOSED OR USED UNDER THIS AGREEMENT, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR DAMAGES ARISING OUT OF OR CAUSED BY DEFECTS OR DEFICIENCIES IN THE PROPRIETARY INFORMATION OF EITHER PARTY, WHETHER DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE.
9. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party, and no failure or delay in enforcing any right will be deemed a waiver. The obligations of non-use and non-disclosure shall survive for a period of 5 years from the date of disclosure of the Proprietary Information. This Agreement shall be governed by the laws of the State of New Jersey and may be enforced in any court in New Jersey.