Please enter your login information: User ID Password Dial-Up Connection Your software license expires in 3833 day(s). Your renewal date is 1/1/2020. NON DISCLOSURE AND CONFIDENTIALITY AGREEMENT WHEREAS: A.     Licensor owns or is in legitimate possession of proprietary computer programs called Lighting Webs hereinafter: the Software. B.     The intellectual property rights with respect to the Software belong to the Licensor C.     Licensor is willing to give access to use the demonstration Software in accordance with the terms and conditions of this Agreement.   NOW THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows: 1. Proprietary and Confidential Information 1.1 In connection with the Agreement each party (the Disclosing Party) may find it beneficial to disclose to the other party (the Receiving Party) certain confidential/proprietary information (the "Information") relating to itself or its subsidiaries, holding companies or subsidiaries of its holding companies which may include, but is not limited to, the Software and their associated documentation, trade or business secrets, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprint, diagrams, flow charts, data, computer programs, marketing plans, customer names and other technical, financial, or business information. 1.2 The Receiving Party acknowledges the proprietary rights of the Disclosing Party in and to the Information disclosed to the Receiving Party in accordance with the terms of this Agreement. The Receiving Party further acknowledges that such Information is properly considered to be trade secrets, in that it involves processes and compilations of information which are secret, confidential and not within the public domain, and which are the product of the Disclosing Partys expenditure of time, effort, money and/or creative skills. The Receiving Party also acknowledges and agrees that the Information is disclosed to it on a confidential and secret basis. 1.3 The Receiving Party agrees that it will not use, sell, publish, disclose or otherwise divulge to any person, except employees, contractors or agents who have a need to know the Information with regard to the Project and who are bound by similar nondisclosure terms. The Receiving Party shall protect the confidentiality of Information and shall not disclose Information to any other persons without the Disclosing Partys express written consent. The Receiving Party shall not use such information in any way other than in connection with the Project and shall not make any copies of Information except where absolutely essential for the purposes of the Project. The Receiving Party shall use its best endeavours to prevent persons not authorised by the Disclosing Party from having access to Information. All of the above obligations shall apply both during and after completion of the Project. 1.4 For the avoidance of doubt, any data, information, item or other matter disclosed to the Receiving Party by the Disclosing Party after the execution of this Agreement shall be conclusively deemed to be Information unless the Disclosing Party, in its sole discretion, states otherwise in writing. 1.5 Notwithstanding the above, the provisions of sections 1.1, 1.2 and 1.3 shall not apply to any data, information, item or other matter which is in the public domain at the time of disclosure to the Receiving Party, or which is thereafter disclosed to the Receiving Party, as a matter of right by a third person or persons without obligation of confidentiality, or which thereafter passes into public domain by acts other than the unauthorised acts of the Receiving Party or some other third party. 1.6. The Receiving Party agrees that all tangible objects containing or relating to the Information described in section 4.1 are the sole and exclusive property of the Disclosing Party. The Receiving Party will not remove any such tangible objects from the premises of the Receiving Party except where necessarily used in its work and the Receiving Party will, upon termination of this agreement or upon demand by the Disclosing Party, forthwith return to the Disclosing Party all materials which were furnished to the Receiving Party hereunder and shall not make or retain copies for its use or for any other purpose.   2. Intellectual Property Rights 2.1 No provision of this Agreement shall limit any rights of Licensor under any copyright, patent, or other applicable law. 2.2 Licensor shall indemnify and keep indemnified the Licensee (and any other party authorised by the Licensee to use the Software or relevant standard documentation) against all and any losses, costs, damages, awards and expenses arising out of or in relation to any claims that the possession, use or supply of the Software or documentation infringes any copyright, patent, design (whether registered or unregistered), trademark or any other right of whatsoever nature of any third party or is otherwise in breach of any license or other agreements.   3. General 3.1. No modification of any of the terms of this Agreement shall be valid unless in writing and signed on behalf of the Licensee and Licensor. 3.2. This Agreement shall be governed by the laws of Minnesota and the parties hereto submit to the jurisdiction of the courts of Minnesota.   By Logging into the system, the Licensee hereby agrees to all terms and conditions stated above.