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2019-195
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2019-195
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Last modified
12/30/2019 3:03:11 PM
Creation date
12/3/2019 2:45:34 PM
Metadata
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Template:
Official Documents
Official Document Type
Agreement
Approved Date
11/19/2019
Control Number
2019-195
Agenda Item Number
8.H.
Entity Name
EX Links Golf LLC
Subject
Renewal of EZ Links point of sale and tee time system agreement
Area
Sandridge Golf Club
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DocuSign Envelope ID: 68FOCDC9-7945-4B6C-8BEE-3525B423E3ED <br />r— <br />Z <br />E�tG�ItlW�i,5wIC0C <br />EZO <br />- <br />EZLinks Golf LLC <br />EZLinks Golf LLC <br />401 S LaSalle St, Suite 302 <br />Chicago, IL 60605 <br />Fax: 312.913.6905 <br />A. The term "Confidential Information" refers to all materials and information that have or will come into the possession or <br />knowledge of the other party (the "Receiving Party") that the other party (the "Disclosing Party") has designated as confidential <br />or proprietary, or which the Receiving Parry should reasonably believe to be confidential or proprietary, and automatically <br />includes, without limitation, (i) information relating to the business and marketing plans and financial status of the Disclosing <br />Party, (ii) any non-public new product or strategic relationship plans of the Disclosing Party and any of the Disclosing Party's <br />trade secrets, (iii) all know-how and other information pertaining to skills and technology that are proprietary to the Disclosing <br />Party, and (iv) the terms of this Agreement. <br />B. The Receiving Party will hold all Confidential Information in the strictest confidence and may only disclose Confidential <br />Information to its employees and contractors on a need -to -know basis who are subject to obligations of confidentiality <br />substantially similar to those obligations set forth in this Agreement. The Receiving Party agrees to protect Confidential <br />Information with the same degree of confidentiality and care with which it treats its own confidential information of a similar <br />nature, but in no event less than with reasonable care. <br />C. The Receiving Party agrees that because of the unique nature of the Disclosing Party's Confidential Information, disclosure <br />of such confidential information in violation of the provisions of this Agreement would cause irreparable harm to the Disclosing <br />Party. Accordingly, the Receiving Party agrees that in the event of any violation or threatened violation of this section by the <br />Receiving Party, the Disclosing Party may obtain, in addition to any other legal remedies that may be available under law or in <br />equity, and without being required to post bond, such equitable relief as may be necessary to protect the Disclosing Party <br />against any such violation or threatened violation. <br />D. Nothing contained in this Agreement will in anyway restrict or impair the Receiving Party's right to use, disclose or <br />otherwise deal in information which: (a) at the time of disclosure is in the public domain, as evidenced by written publication; (b) <br />after disclosure to the recipient becomes part of the public domain by written publication through no fault of the recipient; (c) the <br />recipient can demonstrate was in its possession prior to the time of disclosure to the recipient and was not acquired directly or <br />indirectly from the disclosing party or any person, firm or corporation acting on its behalf; (d) the recipient can show was <br />acquired by the recipient independently, after disclosure hereunder, from a third party without breach of agreement or violation <br />of law; or (e) the recipient must disclose as may be required by order of a court of competent jurisdiction, provided, however, <br />that prior to any such disclosure, the recipient notifies the disclosing party of the recipient's intent to disclose such information so <br />that the disclosing party may seek a protective order or injunctive relief to prevent such disclosure. <br />6. Marks and Intellectual Property: <br />A. Except as expressly provided in this Agreement, neither party will have any rights in the other party's name, logo, service <br />marks, trademarks, trade names, taglines or any other proprietary designation ("Marks"). <br />B. Client grants to EZLinks a nonexclusive, sub -licensable, worldwide right to use Client's Marks for purposes of marketing <br />and promoting the services and EZLinks and to provide the Services to Client under this Agreement. Client represents and <br />warrants that the use by EZLinks of the Client's Marks will not infringe, violate or misappropriate the rights of any third party <br />(including, without limitation, intellectual property rights). <br />C. After execution of this Agreement, the parties will issue a joint press release announcing the parties' relationship under this <br />Agreement. The timing and content of which will be subject to the approval of each party, which approval may not be <br />unreasonably withheld. <br />D. Client will provide EZLinks information about Client's facilities (including but not limited to course photos, course <br />descriptions, course logos) that EZLinks may request from time -to -time, and Client authorizes EZLinks to publish such <br />information on any platform (including, without limitation, online) operated by EZLinks or an authorized third party. Client agrees <br />that it will supplement or otherwise amend such information from time to time so that such information remains current. <br />7. Term and Termination: <br />Initis <br />Page 4 of 16 <br />
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