Copyright License, Notice and Agreement All the intellectual property, including, but not limited to, all art work, presentation concept, design layout, methodologies, and content, all programming code, and all dynamically generated content and/or specialized programming language code, contained or incorporated into, the [the proposal], presentation, storyboard, computer diskette, compact disc, etc.], and any hard copy documentation provided with each or any of the foregoing (hereinafter collectively referred to as the "Material"), which accompanies this Notice and Agreement, or to which this Notice and Agreement is affixed or otherwise incorporated, is the exclusive proprietary property and constitutes a valuable trade secret of TechOne Media, Inc., (hereinafter individually and collectively referred to as the "Company") as their respective interests may appear; provided however, that the Company does not claim any right, title or ownership interest in, and this Notice and Agreement does not apply to and specifically excludes, any [trademark, trade name, logo, etc.], or other intellectual property which is owned by any person or entity other than the Company, which may be incorporated into the material.
The Company hereby grants to you individually or, if a business entity, your designated employees who have been registered with the Company, (hereinafter referred to individually and collectively as "you"), a personal, non-exclusive license to use the Company's intellectual property contained within and/or constituting the material for the limited purpose of viewing the Material and subject to the following conditions: (i) You may not and shall not copy, duplicate, extract, or otherwise reproduce, or make any adaptations or derivations from, any of the Company's intellectual property and/or the Material, whether in whole or in part, without the expressed prior written consent of the Company; (ii) You may not and shall not publish, distribute or otherwise transmit all or any of the intellectual property and/or the Material by any means, including without limitation electronic transmission without the Company's expressed prior written consent and authorization; (iii) the term of the license shall expire at the option of the Company upon written notice to you of such termination by the Company; (iv) within five (2) days of such termination, you shall return and deliver, or cause to be returned and delivered, to the Company all original Material or any portion thereof; (v) you acknowledge and agree that the intellectual property and the Material are the valuable commercial and proprietary products and trade secrets of the Company and that any unauthorized use thereof will cause irreparable harm and loss to the Company; and accordingly, you hereby expressly and irrevocably consent to the entry by any court of competent jurisdiction of any injunction against you to restrain any breach or threatened breach by you of your obligations under this license, in addition to any claims for money damages that the Company may otherwise have, without the Company being required to demonstrate and prove inadequacy of a monetary remedy; (vi) THE MATERIAL IS PROVIDED "AS-IS" AND "WITH ALL FAULTS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ITS FITNESS FOR A PARTICULAR PURPOSE, QUALITY, MERCHANTABILITY, AND PERFORMANCE; (vii) THE COMPANY SHALL HAVE NO LIABILITY TO YOU FOR THE INFRINGEMENT OR PROPRIETARY RIGHTS OF ANY THIRD PARTY BY THE MATERIAL OR ANY PORTION THEREOF; and (viii) IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGE, RESULTING FROM YOUR USE OR MISUSE OF ANY MATERIAL.
Your receipt and retention and/or use of the Material constitute your irrevocable and unqualified acceptance of and agreement to each and all of the foregoing terms and provisions. If you do not agree to the following terms and provisions, immediately exit this presentation and return all of the Material to the Company prior to any use.
All the intellectual property, including, but not limited to, all art work, presentation concept, design layout, methodologies, and content, all programming code, and all dynamically generated content and/or specialized programming language code, contained or incorporated into, the [the proposal], presentation, storyboard, computer diskette, compact disc, etc.], and any hard copy documentation provided with each or any of the foregoing (hereinafter collectively referred to as the "Material"), which accompanies this Notice and Agreement, or to which this Notice and Agreement is affixed or otherwise incorporated, is the exclusive proprietary property and constitutes a valuable trade secret of TechOne Media, Inc., (hereinafter individually and collectively referred to as the "Company") as their respective interests may appear; provided however, that the Company does not claim any right, title or ownership interest in, and this Notice and Agreement does not apply to and specifically excludes, any [trademark, trade name, logo, etc.], or other intellectual property which is owned by any person or entity other than the Company, which may be incorporated into the material.
