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National Information Solutions Cooperative

Non-Disclosure Agreement for Use of My NISC Web Site

1. General Information. The National Information Solutions Cooperative ("NISC") member-accessed web site (the "Site"), My NISC, is a tool designed to provide customers and members of NISC ("Users"), with online access to information, such as:
   • Instant access to product and service updates
   • Early access to NISC product promotions
   • Notification of upcoming events
   • Online support
   • Newsletter subscriptions and maintenance
   You should read this Non-Disclosure Agreement ("Agreement") carefully before using this site to ensure you understand your responsibilities with respect to the use of this tool. NISC reserves the right, at its sole discretion, to modify, alter or otherwise update the Agreement at any time. Such modifications shall be effective immediately upon posting of the modified Agreement. By using this Site after we have posted notice of such modifications, alterations or updates, you acknowledge the revised terms and agree to abide by the new Agreement. This Agreement expressly incorporates by reference any previously signed non-disclosure agreements signed by you or your company. If you do not agree to be bound by this Non-Disclosure Agreement, you will not be granted access to the My NISC web site.
2. NISC's Intellectual Property Rights. The Site and its services are provided by NISC, its service providers, and licensors, and are intended for the personal use of its Users. All rights are exclusively reserved to NISC, its service providers, and licensors. You acknowledge that the Site may contain communications, photos, text, video, graphics, images, software publications, and other materials that are provided by NISC or by service providers or licensors of NISC ("Content"). You agree and acknowledge that the Content is protected by copyright, trademark and other intellectual property laws, that these rights are valid and protected in all media now existing or later developed and that, as specifically provided in this Agreement, your use of the Content shall be governed and constrained by applicable copyright, trademark, and other intellectual property laws.
   1. Copyright. Except as otherwise specifically allowed herein, the Content may only be contained in a single temporary copy in a single computer's memory and a single permanent copy for non-commercial, personal use by the User. You agree to retain, on all copies, the copyright and other proprietary notices contained on the Content. Except as otherwise provided herein, you may not modify, adapt, translate, exhibit, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in this section of the Agreement), create derivative works from, perform, display, reverse engineer, decompile or dissemble, or in any way exploit any of NISC services, the Site, the services of the Site, or the Content, in whole or in part, without NISC's written permission. Except as set forth herein, any other use of the Content requires the prior written consent of NISC, and may require a fee.
   2. Trademarks. All trademarks, service marks, trade names, logos, and icons are proprietary to NISC. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the My NISC Site without the written permission of the owner.
3. Definition and Treatment of Confidential Information. Subject to the limitations set forth in Paragraph 4, all information disclosed to the User shall be deemed to be "Confidential Information." In particular, Confidential Information shall be deemed to include (i) all written information of NISC which conspicuously bears a "Confidential," "Proprietary" or similar designation, (ii) all oral information of NISC which is identified at the time of disclosure as being of a confidential or proprietary nature, (iii) all pricing issues of the product or services, and (iv) the existence of any discussions or agreements relating to a transaction between the parties, or the terms relating thereto. Confidential Information shall also include all information that either party has received from others and that it is obligated to treat as confidential, provided such information is disclosed in the manner set forth in the preceding sentence.
4. Exclusions to the Term "Confidential Information". The term "Confidential Information" shall not be deemed to include information that (a) is or becomes a part of the public domain through no act or omission of NISC; (b) was in NISC's lawful possession prior to the disclosure without restriction on disclosure, (c) is lawfully disclosed to the User by a third party without restriction on disclosure; (d) is independently developed by the User without breach of this Agreement, or (e) is disclosed with the prior written approval of NISC. In addition, this Agreement will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that NISC shall first have given notice to the User and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.
5. Term of Nondisclosure. The User shall maintain NISC's Confidential Information in trust and confidence and shall not disclose to any third party or use any Confidential Information for any unauthorized purpose for a period of five (5) years following the date of disclosure of such Confidential Information. The User may use such Confidential Information only to the extent required to accomplish the Purpose of this Agreement. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States.
6. Copying Confidential Information. The User will not copy any Confidential Information of NISC's, except as authorized in writing by NISC, and shall protect any such authorized copies in accordance with this Agreement.
7. Limited Access. The User under this Agreement shall advise their fellow employees who might have access to Confidential Information of NISC of the confidential nature thereof and agrees that those employees shall be bound by the terms of this Agreement. No Confidential Information shall be disclosed to any employee who does not have a need for such information. For the purposes of this Section 7, the term "employee" shall include, in addition to employees, directors, officers, consultants and other agents of the receiving party.
8. Confidential Information Property of NISC. All Confidential Information (including all copies thereof) shall remain the property of NISC and shall be returned to NISC after the User's need for it has expired, or upon request of NISC and, in any event, upon completion or termination of this Agreement.
9. Term of Agreement. This Agreement shall continue in full force and effect for so long as the User has access to and/or continues to exercise access to the Site. This Agreement may be terminated by either party at any time upon five (5) days written notice to the other party, at which time the User will no longer be granted access to the Site. The termination of this Agreement shall not relieve the User of the obligations imposed by Paragraphs 5, 6, 7, 8 and 12 of this Agreement with respect to Confidential Information disclosed prior to the effective date of such termination and the provisions of those Paragraphs and Paragraphs 10, 13 and 14 shall survive the termination of this Agreement.
10. Choice of Law. This Agreement shall be governed by the laws of the State of Missouri, excluding its conflicts of laws principles.
11. Entire Agreements and Amendments. This Agreement contains the final, complete and exclusive agreement between the User and NISC relative to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to the use of the Site. This Agreement may not be changed, modified, amended or supplemented except by a written instrument signed by both parties.
12. Specific Performance and Damages. The User hereby acknowledges and agrees that, in the event of any breach of this Agreement by the User, including, without limitation, the actual or threatened disclosure or unauthorized use of NISC's Confidential Information without the prior express written consent of NISC, that NISC will suffer irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, the User hereby agrees that NISC may be entitled to specific performance of the User's obligations under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
13. Binding Effect. The User's rights and obligations under this Agreement will bind and inure to the benefit of the User's respective successors, heirs, executors and administrators. This Agreement may not be assigned by the User without the prior written consent of NISC.
14. Severability of Provisions. If any provision of this Agreement is found by a proper authority to be unenforceable, that provision shall be severed and the remainder of this Agreement will continue in full force and effect.
15. Notice. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified above or at such company address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery; or, upon electronic delivery; or, if sent by prepaid certified or registered mail, three (3) days after the date of mailing.