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You must agree to the terms below in order to submit your ideas and creative materials, including any business plans, marketing plans, product concepts, products, product and/or service descriptions, inventions, patents, technology, ideas and/or investment opportunities and all other information you have provided or will later provide to Ideavillage Products Corp. and its affiliates, including any entity that, directly or indirectly, controls, is controlled by, or is under common control with Ideavillage Products Corp. (hereinafter referred to as “IDV”), in any form (hereinafter, “Submission”).
Unless and until IDV decides to enter into a Mutual Confidentiality and Non‐Disclosure Agreement, you and your affiliates including any entity that, directly or indirectly, controls, is controlled by, or is under common control with you (“You”) (IDV and You are collectively referred to as the “Parties”), must agree to the following terms and conditions of disclosure herein (“Submission Agreement”).
1. AUTHORITY: You represent that You are 18 years or older (or have reached the age of majority, as applicable) and have the power and legal authority to agree to the terms of this Submission Agreement. You further represent that the execution, delivery and performance of this Submission Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which You are a party or by which You are bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over You.
2. NO OBLIGATION: Receipt by IDV of your Submission creates no obligation whatsoever on the part of IDV, whether legal, implied or otherwise (whether of confidentiality, compensation, return, use, not use or otherwise). IDV may choose to, but is not obligated to, review your Submission and engage you in discussion or negotiation regarding your Submission. You acknowledge that IDV may have already discovered or developed the subject matter of your Submission independently or may be doing so at this time. Any Submission will not create for You any claim or right to IDV intellectual property or products. IDV is free to develop business plans, marketing plans, product concepts, products, product and/or service descriptions, inventions, patents, technology, ideas and/or investment opportunities at any time that may be similar or identical to those contained in your Submission without any obligation to You.
3. NON-CONFIDENTIAL: Your Submission is not confidential. IDV will have no confidentiality obligations whatsoever with respect to your Submission and is free to use or disclose the Submission or share the Submission with any third party in IDV’s sole discretion. To the extent that any part of your Submission is marked as "CONFIDENTIAL," "SECRET," "PROPRIETARY" or with other words to that effect, such notations will have no effect and will create no obligation whatsoever on IDV. IDV continually receives ideas from individuals, discusses and evaluates submissions, and has its own development projects, and accordingly, IDV does accept information in confidence from outside submitters.
4. NO COMPENSATION: Your Submission is made entirely voluntarily, without restrictions and without expectation of any compensation.
5. OWNERSHIP: You represent that you are the owner of all right, title and interest in your Submission and your Submission does not infringe or misappropriate any intellectual property rights of any third party. Further, you represent that you are not under any obligation of confidentiality to any third party with respect to your Submission.
6. NO ADMISSION: IDV’s review of your Submission and/or an offer to negotiate with You is not an admission of novelty, priority, or originality and does not prejudice IDV’s rights to contest any existing or future patents, trademark, copyrights, or other intellectual property protection on the idea.
7. RELEASE: In return for IDV’s receipt and consideration of your Submission, You hereby release IDV from liability in connection with such receipt and disclosure, except as to liability that may accrue under any valid intellectual property rights that You now or hereafter own or control. If You believe you have such intellectual property rights, You will fully disclose such rights to IDV at the time of Submission.
8. NO RETURN OF SUBMISSION: IDV is under no obligation to return any Submission, to reveal its acts in connection with your Submission, to reveal any information regarding its activities in the general or specific field to which your Submission pertains, or to provide any reasons for its decisions. You acknowledge that once You disclose your Submission to IDV, you are not able to retract your Submission, nor prevent IDV from fully exploiting the ideas in your Submission.
9. NO VARIATION: No IDV employee has authority to enter into a verbal confidentiality agreement or otherwise vary the terms of this Submission Agreement, except through a writing signed by a duly authorized IDV officer.
10. SEVERABILITY: If any provisions of this Submission Agreement are held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the other provisions of this Submission Agreement and, to that extent, the provisions of this Submission Agreement are intended to be and shall be deemed severable. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Submission Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege hereunder.
11. CHOICE OF LAW/JURISDICTION: This Submission Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to any conflict of laws principles. Any subsequent disputes arising out of this Agreement shall be decided only in the United States District Court for the District of New Jersey. The Parties irrevocably consent to service of process by Federal Express.
12. ENTIRE AGREEMENT: This Submission Agreement represents the entire agreement between the Parties regarding your Submission and supersedes any other agreements, representations, understandings, proposals, communications, or negotiations, if any, relating thereto, whether oral or written. No waiver or change to these terms and conditions will have any force or effect unless made in writing and signed by hand (not electronically) by You and by an authorized officer of IDV.
Before you make your Submission, you must read and accept all the terms and conditions in the Submission Agreement