MUTUAL NONDISCLOSURE AGREEMENT 

This Agreement is a legal contract between you ("the User") and Zimney & Company, LLC ("Zimney & Company"). The right to receive a demonstration of the Evaluation Software is granted only on the condition that the User agrees to the following terms. As used herein, “Evaluation Software” means the computer programming code and accompanying documentation, if any, selected by the User through Microsoft’s AppSource portal, and displayed as a demonstration by Zimney & Company under the terms of this Agreement. If the User does not agree to the terms of this Agreement, then Zimney & Company and its licensors are unwilling to provide a demonstration of the Evaluation Software to the User. 

PLEASE READ THE TERMS CAREFULLY BEFORE CLICKING ON THE "I ACCEPT" BUTTON. BY CLICKING ON THE "I ACCEPT" BUTTON THE USER ACKNOWLEDGES THAT THE USER HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 

THE USER REPRESENTS AND WARRANTS TO ZIMNEY & COMPANY THAT THE USER IS LAWFULLY ABLE TO ENTER INTO AGREEMENTS (E.G., THE USER IS NOT A MINOR). IF THE USER, THE INDIVIDUAL ACCEPTING THIS AGREEMENT, IS ACCEPTING IT ON AN ORGANIZATION’S BEHALF (SUCH AS THE ORGANIZATION THE USER WORKS FOR), THE USER REPRESENTS AND WARRANTS THAT THE USER IS AUTHORIZED TO ENTER INTO THIS AGREEMENT AND BIND THAT ORGANIZATION TO IT. 

1. Definition of Confidential Information. “Confidential Information” as used in this Agreement shall mean information concerning a party’s business, property or technology not generally known to the public which is disclosed by a party (a “Disclosing Party”) to the other (a “Recipient”) and which is either identified as “Confidential” at the time of disclosure or which under the circumstances surrounding the disclosure should reasonably be considered to be Confidential Information. 

2. Nondisclosure and Nonuse Obligation. Recipient shall not in any way disclose any Confidential Information of the Disclosing Party to any third party, and shall only use Confidential Information of Disclosing Party in connection with its internal evaluations of the proposed transaction or business relationship between the parties. Recipient will treat all Confidential Information with the same degree of care as it accords its own Confidential Information, but in no case less than reasonable care. Recipient will disclose Confidential Information only to those of its employees and independent contractors who need to know such information and who have entered into written confidentiality agreements with Recipient which protect the Confidential Information. 

3. Ownership. All Confidential Information shall remain the property of the Disclosing Party, and no license or other rights to a Disclosing Party’s Confidential Information are granted or implied hereby. 

4. Independent Development. Disclosing Party understands that Recipient may currently or in the future be developing information internally, or receiving information from other parties that may be similar to Disclosing Party’s Confidential Information. Nothing in this Agreement will be construed as a representation or inference that Recipient will not develop products or services, or have products or services developed for it that, without violation of this Agreement, compete with the products or services contemplated by Disclosing Party’s Confidential Information. 

5. No Warranty. Disclosing Party supplies Confidential Information “AS IS,” and without express or implied warranties of any kind. Disclosing Party shall not be responsible or liable for any business decision made by Recipient in reliance on disclosures made pursuant to this Agreement. 

6. Term. This Agreement will govern and survive all communications between Disclosing Party and Recipient for a term of (30) days, unless earlier terminated by either party upon written notice to the other party.  Recipient’s obligations with respect to any Confidential Information will survive for a period of three (3) years after any termination of this Agreement; provided that the survival period shall be perpetual with respect to trade secrets. 

7. Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with the laws of the State of Washington without giving effect to any conflict of laws principles to the contrary. The parties will comply with all applicable export control laws and economic sanctions programs, including U.S. export control and economic sanctions laws with regard to U.S. origin goods. No waiver or modification of this Agreement shall be valid unless in writing and signed by the parties. If a court of competent jurisdiction finds any term or provision of this Agreement to be invalid, void or otherwise unenforceable, the remaining provisions of this Agreement will remain in full force and effect. This Agreement does not create and shall not be construed as a teaming, joint venture, partnership, or similar association between the Parties. Nothing in this Agreement is intended to confer on any third party any benefit or right to enforce any term hereof. Neither party may assign its rights or delegate its duties or obligations under this Agreement without prior written consent of the other party, which shall not be unreasonably withheld. 

8. Non-Waiver; Modification. No failure or delay by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver of any such right, power or remedy. No waiver or modification of any provision of this Agreement will be effective unless in writing and signed by both parties. 

9. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written.