PIXEL BAKERY 3RD PARTY VENDOR AGREEMENT

AGREEMENT dated _____________________________________________ between Pixel Bakery, LLC (the "Employer"), and  _____________________________________________  (the "Receiving Party").

This Confidential Information Non-Disclosure Agreement, hereinafter referred to as "Agreement", is made between you, the undersigned, hereinafter referred to as "Receiving Party", and the Pixel Bakery a for-profit, limited liability corporation incorporated in the State of Nebraska, hereinafter referred to as "PB", and entered into as of the signature date below.

CONFIDENTIAL INFORMATION AND MATERIALS

1. "Confidential Information" means non-public information provided by PB, in any form or media, that is marked or designated as being proprietary or confidential and may include, without limitation, information regarding PB's products, services, technical design and data, customers, employees, business strategies, policies and practices, marketing plans, financial status and tangible expressions and reproductions thereof. For the purposes of this Agreement, Confidential Information includes any non-public or proprietary information of the sponsoring clients of PB. 

2. Confidential Information shall not include any information that

   • Is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to PB; 

   • Became known to Receiving Party prior to PB's disclosure of such information to Receiving Party; 

   • Became known to Receiving Party from a source other than PB other than by a breach of an obligation of confidentiality owed to PB; or 

   • Was independently developed by Receiving Party without the use of any Confidential Information.

RESTRICTIONS

1. Receiving Party shall keep confidential and not disclose to others or use (except for the benefit of PB) any Confidential Information following the date of its disclosure to Receiving Party. 

2. Receiving Party shall keep confidential and not disclose or use Confidential Information of any third-party in any manner inconsistent with Receiving Party's obligations herein. 

3. Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own proprietary and confidential information, to maintain the confidentiality of the Confidential Information.

RIGHTS AND REMEDIES

1. Receiving Party shall notify PB immediately upon discovery of any unauthorized use or disclosure of the Confidential Information or any other breach of this Agreement by Receiving Party, and Receiving Party shall cooperate with PB in every reasonable way to assist PB in regaining possession of the Confidential Information and preventing further unauthorized use. Receiving Party shall return all Confidential Information and prevent further unauthorized use. Receiving Party shall return all Confidential Information at PB's request or, at PB's option, certify to the destruction of such Confidential Information. 

2. Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure or use of Confidential Information and that PB shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. 

3. All Confidential Information shall remain the property of PB. By disclosing Confidential Information to Receiving Party, PB does not grant any right or license to Receiving Party to or under PB's copyrights, trademarks, trade secrets or other intellectual property. 

4. The terms of this Agreement shall not be construed to limit either Receiving Party's or PB's right to independently develop or provide products or services without the use of the other's Confidential Information. 

5. PB makes no representations or warranty as to the accuracy or completeness of Confidential Information disclosed to Receiving Party.

MISCELLANEOUS PROVISIONS

1. This Agreement constitutes the entire agreement between PB and Receiving Party relating to the subject matter hereof, and any modification of this Agreement will be effective only if set forth in a separate written agreement entered into by PB and Receiving Party. 

2. This Agreement shall be construed and enforced in accordance with the substantive laws of the State of Nebraska. Receiving Party hereto consents to the jurisdiction of the federal and state courts of Nebraska and agrees that the venue of any legal action shall lie exclusively in the County of Lancaster, State of Nebraska. 

3. Receiving Party agrees this is not an employment contract, and nothing contained herein creates any guarantee of continued employment and/or sponsorship. 

4. No delay or failure by either Receiving Party or PB to exercise or enforce at any time any of its rights hereunder shall be considered a waiver thereof or of such party's right thereafter to exercise or enforce each such right. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such provision shall be modified to the minimum extent necessary to make its application valid and enforceable, and the remainder of this Agreement shall not be affected thereby.

SIGNATURE

I have read this Agreement, I acknowledge receipt of a copy of this Agreement, I understand that it is a legally binding contract, and I intend to fulfill all of my obligations under this Agreement.

Signature: _____________________________________

Printed Name: _________________________________

Dated: _________________________________________