The users of this website agree that WhiteLight Design, Inc., a corporation of Georgia (“Owner”), located at 2070 Hunters Trail Drive, Lawrenceville, GA 30043-4198 and the user of this web site an individual or corporation (“Recipient”).

 WHEREAS, If the (1) Owner and Recipient are considering entering into a business relationship; (2) Owner desires to share with Recipient certain confidential, proprietary, and commercially sensitive information about certain inventions, improvements, devices, and products that the Owner has developed (collectively, “Information”), to allow Recipient to assess the proposed business relationship (“Authorized Purpose”); (3) Owner desires to maintain the confidentiality of the Information and to restrict Recipient’s use of same; and (4) Recipient desires to become acquainted with the Information and agrees to be bound by the terms set forth herein;

 THEREFORE, in consideration, the users of this website agree that as the Recipient by the Owner and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

7.1.1             Confidentiality; Restriction on Use.  Recipient shall maintain all Information in strict confidence and prevent disclosure of same, in whole or in part, to any persons or entities.  Recipient shall be entitled to disclose Information to Recipient’s employees, associates and sub-contractor consultants who need to know Information for the Authorized Purpose; provided, however, that any such party is bound in writing by confidentiality obligations to Recipient.  Recipient shall not, either directly or indirectly, or by means of any corporate or other device, use Information other than for the Authorized Purpose, or permit others to use Information, without the prior written consent of Owner.  Recipient agrees to be responsible for the actions of any parties who become acquainted with the Information through Recipient, even if any such party subsequently discontinues its employment or other relationship with Recipient.

7.1.2.             Term  The parties agree that Recipient’s obligations hereunder shall apply to Information for a period of two (2) years from the date of disclosure to Recipient; provided, however, that for any Information constituting a “trade secret” as defined in O.C.G.A. § 10-1-761(4), as now in force or hereafter amended, such obligations shall continue to apply to such Information for so long beyond such two(2) year period as such Information continues to constitute a trade secret as so defined.

7.1.3.            Exclusions  Notwithstanding anything to the contrary herein, Recipient shall have no obligation (pursuant to this Agreement or otherwise) with respect to any Information which: (a) is already known to Recipient without any confidentiality undertaking (as evidenced by reasonable supporting documentation in existence as of the date of this Agreement); (b) is or becomes publicly known through no fault of Recipient; (c) is independently developed by Recipient (as evidenced by reasonable supporting documentation); (d) is approved for release in writing by Owner; (e) is required to be disclosed by law or pursuant to the request of a court or governmental agency; provided, however that Recipient shall provide Owner with at least ten (10) days’ advance written notice of such legal requirement prior to disclosure and assist Owner as requested in obtaining a protective order or other similar relief for such Information; or (f) is rightfully received from a third party having no secrecy or confidentiality obligation to Owner (as evidenced by reasonable supporting documentation).

7.1.4.             Designation of Information.  The parties hereby agree that, subject to Section 3, all information and data provided by Owner to Recipient pursuant to the use of this website shall be deemed to be Information unless otherwise specifically supplied on a case‑by‑case basis.  The fact that the parties are considering entering into a business relationship and the content of any negotiations in connection therewith shall also be deemed to be Information.

7.1.5.             Return.  All documents and other tangible materials embodying Information (including, without limitation, reports and other work product prepared by Owner or Recipient based wholly or partly thereon), irrespective of media, shall be promptly returned to Owner or destroyed by Recipient upon ten (10) days’ notice by Owner.  Recipient’s obligations hereunder shall survive any delivery or destruction pursuant to this Section.

7.1.6.             Remedies.  Recipient acknowledges that, if the qualifications provided in this website have been breached, Owner will suffer irreparable harm and that monetary damages alone will be an insufficient remedy.    Recipient therefore agrees that, in the event of actual or threatened breach of this Agreement by it, Owner shall be entitled to an injunction and other equitable relief including, without limitation, an equitable accounting of earnings, profits, and other benefits, from a court of competent jurisdiction, as well as reimbursement for any attorneys’ fees or other costs incurred by Owner in obtaining such relief.

7.1.7.             Notices.  All notices pursuant to the use of this website shall be made via electronic mail (E-Mail). facsimile transmission, certified mail, return receipt requested, or overnight delivery via a commercially respected courier, to the address or number listed below the intended recipient’s signature hereto.

7.1.8.             Waiver.  No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof and any written waiver in one or more instances shall not be deemed to be a further or continuing waiver of such right, power, or privilege.  All waivers must be in writing executed by the waiving party.

7.1.9.             Dispute Resolution.  Subject only to Section 6 and the last sentence of this Section, disputes between the parties arising out of this Agreement shall be determined by binding arbitration under the rules of the American Arbitration Association.  The arbitration shall be conducted at the Atlanta, Georgia office of such association by a single arbitrator mutually acceptable to the parties, or, if the parties are unable to agree upon a single arbitrator, by a single arbitrator appointed by such office.  Unless the arbitrator awards otherwise, the cost of the arbitration shall be divided and borne equally by the parties.  The prevailing party in any such arbitration shall be entitled to reimbursement from the non-prevailing party of the prevailing party's attorneys' fees and other costs incurred in connection with such arbitration.  The awards of the arbitrator shall be specifically enforceable by a court of competent jurisdiction.

7.1.10.           Jurisdiction.  In any lawsuit concerning the enforcement of this website, and the services provided, the party against whom such enforcement is sought hereby conclusively agrees that such action may be brought in the courts located in Lawrenceville (City), in the state of Georgia, USA and the jurisdictions in which WD is located.  The users of this website submits to the jurisdiction of such courts for such purposes and waives any objections to such courts it may have based upon venue or inconvenient forum.

7.1.11.           Miscellaneous.  The users of this website agree to these use qualifications and any information provided by WD  (a) may be amended or modified only in writing executed by both parties; (b) shall be governed by the laws of the United States and the state of Georgia, without regard to any contrary conflict of laws principles; (c) sets forth the entire understanding of the parties and supersedes all prior or contemporaneous agreements, written or oral, between the parties relating to the subject matter hereof; (d) shall inure to the benefit of and be binding upon the parties, their successors and permitted assigns; (e) is severable, such that the invalidity, in whole or in part, of any term or provision of this  website and the services it offers shall not affect the validity of any other term or provision of this Agreement; and (f) may not be assigned by a party without the prior written consent of the other party.  In the event of any suit or proceeding in which the enforceability of this website use qualifications  is in question, the time periods for the restrictions contained herein shall be tolled during such suit or proceeding and, assuming the use qualifications are found to be enforceable, such periods shall resume immediately upon such finding of enforceability.  The parties agree in advance to require that all judgments, orders, and other matters be sealed from the public so as to prevent the public disclosure of same, including, without limitation, proceedings relating to Information.