GrendelPress Confidentiality Agreement CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this "Agreement") is made effective as of <Project Date>, between GrendelPress LLC (Owner) and <First Client Full Name> (Recipient), also known as, <First Client Email> GrendelPress LLC is an independent publisher. Recipient is a volunteer with an interest in editorial work to build their portfolio. Information will be disclosed to Recipient to determine whether they can assist GrendelPress LLC with the development and publication of anthologies and other editorial assistance. The Owner has requested, and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows: I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to GrendelPress LLC, whether or not owned or developed by GrendelPress LLC, which is not generally known other than by GrendelPress LLC, and which Recipient may obtain through any direct or indirect contact with GrendelPress LLC. A. Confidential Information includes, without limitation: - business records and plans - customer lists and records - technical information - pricing structure - costs - copyrights and other intellectual property such as submissions, stories, and novels submitted to GrendelPress for publication, and other proprietary information. B. Confidential Information does not include: - matters of public knowledge that result from disclosure by GrendelPress LLC - information rightfully received by Recipient from a third party without a duty of confidentiality - information independently developed by Recipient - information disclosed by operation of law - information disclosed by Recipient with the prior written consent of GrendelPress LLC and any other information that both parties agree in writing is not confidential. II. PROTECTION OF CONFIDENTIAL INFORMATION. Recipient understands and acknowledges that the Confidential Information has been developed or obtained by GrendelPress LLC through the investment of significant time, effort, and expense and that the Confidential Information is a valuable, special, and unique asset of GrendelPress LLC, which provides GrendelPress LLC with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, Recipient agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of GrendelPress LLC. Application to Employees Further, Recipient shall not disclose any Confidential Information to any employees of Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non- disclosure agreement substantially the same as this Agreement at the request of GrendelPress LLC. Unauthorized Disclosure of Information If it appears that Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, GrendelPress LLC shall be entitled to an injunction to restrain from disclosing, in whole or in part, the Confidential Information. GrendelPress LLC shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. III. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture. IV. NO WARRANTY. Recipient acknowledges and agrees that the Confidential Information is provided on an AS IS basis. GRENDELPRESS LLC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL GRENDELPRESS LLC BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. GrendelPress LLC does not represent or warrant that any product or business plans disclosed to Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of Recipient. V. LIMITED LICENSE TO USE. Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above. Recipient acknowledges that, as between GrendelPress LLC and Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of GrendelPress LLC, even if suggestions, comments, and/or ideas made by Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement. However, editorial credit for work done on anthologies published by Grendelpress will be present on both digital and physical published editions. VI. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall survive indefinitely from the date of disclosure of the Confidential Information. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Oklahoma. This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect after the effective date of this Agreement. IN WITNESS WHEREOF, this Agreement has been executed and delivered in the manner prescribed by law as of the date first written above. Recipient as submitted below: Recipient * Recipient First First Last Last Email * Code of Conduct While the work involved is largely on a volunteer basis, your actions while working on behalf of GrendelPress make a difference. Please observe our code of conduct. Respect All volunteers should respect their colleagues. We won’t allow any kind of discriminatory behavior, harassment or victimization. Volunteers should conform with our equal opportunity policy in all aspects of their work, from recruitment and performance evaluation to interpersonal relations. Protection of Company Property All volunteers should treat our company’s property, whether material or intangible, with respect and care. Volunteers: - Shouldn’t misuse company equipment or digital access to the website to use it frivolously. - Should respect all kinds of incorporeal property. This includes trademarks, copyright and other property (information, reports etc.) Volunteers should use them only to complete their job duties. Corruption We discourage volunteers from accepting gifts from clients or partners. We prohibit briberies for the benefit of any external or internal party. Confirmation of Agreement * I agree I do not agree Signature If you are human, leave this field blank. SubmitΔ
