Data Sharing Request

This Data Sharing Agreement (the "Agreement") is made between Best Friends Animal Society ("Best Friends"), a Utah nonprofit corporation and the individual or entity that has been identified as "Receiving Party" (collectively the "Parties"). 
Best Friends has reviewed the Receiving Party request to share data (Exhibit A) and approved it subject to following agreements.

1. Confidential Information and Materials

   1. "Confidential Information" means all information disclosed by Best Friends to Recipient, whether orally or in writing and regardless of the format in which it is found, stored or contained, that is designated as confidential or that by its nature reasonably would be deemed proprietary or confidential. Confidential Information includes, without limitation, information relating to the marketing or promotion of Best Friends' products and services, business and strategic plans, media strategy, technology policies or practices, fundraising, members, donors, clients or prospects, documentation related to any of the foregoing, and information received from others that Best Friends is obligated to treat as confidential.
   2. "Receiving Party" means the other party to this Agreement that receives the Confidential Information from Best Friends.
   3. Confidential Information shall not include that information that Receiving Party can conclusively establish: (i) entered the public domain without Receiving Party's breach of any obligation owed to Best Friends; (ii) became known to Receiving Party prior to Best Friends' disclosure of such information to Receiving Party; or (iii) became known to Receiving Party from a third-party source who is itself not in breach of an obligation of confidentiality owed to Best Friends.
   4. All Confidential Information is and will remain the property of Best Friends. By disclosing information to Recipient, Best Friends does not grant any express or implied right to Recipient to Best Friends' copyrights, trademarks, or trade secret information.

    

2. Restrictions

   1. Receiving Party shall not disclose any Confidential Information and Materials to third parties following the disclosure by Best Friends to Receiving Party.
   2. Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information and Materials.
   3. Receiving Party is not allowed to disseminate the Confidential Information to anyone other than the individuals within or assisting the Receiving Party's organization that have a specific need to know the data for Receiving Party's purpose in obtaining this data.
   4. Any individuals who will have access to any Confidential Information will be informed of the existence and terms of this Agreement prior to having access to any other Confidential Information.
   5. Confidential Information and Materials may be used, disclosed, reproduced, summarized or distributed only in furtherance of Receiving Party's purpose in obtaining this data and Receiving Party's business relationship with Best Friends, and only as allowed hereunder. Receiving Party agrees to segregate all such Confidential Materials from its own confidential materials or that of others in order to prevent commingling.

    

3. Rights and Remedies

   1. Receiving Party shall notify Best Friends immediately upon discovery of any unauthorized use or disclosure of Confidential Information or Materials, or any breach of this Agreement by Receiving Party, and will cooperate with Best Friends in every reasonable way to help Best Friends regain possession of the Confidential Information or Materials and prevent its further unauthorized use.
   2. Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information or Materials at Best Friends' request and upon request shall (1) certify that reasonable efforts have been made to erase or otherwise delete all copies of electronically stored Confidential Information or Materials from Receiving Party's computer systems and (2) provide a written explanation of the steps that have been taken to accomplish such deletion.
   3. Recipient acknowledges that monetary damages may not be a sufficient remedy for the breach or threatened breach of the terms of this Agreement by Recipient or its Representatives. Therefore, in addition to all other remedies available at law, in equity, or otherwise, each and all of which are hereby reserved, Best Friends will be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and Recipient hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.
   4. Confidential Information may also qualify as a trade secret under applicable laws. Nothing in this Agreement will preclude Best Friends from maintaining an action for misappropriation of trade secrets in addition to or instead of any other cause of action or remedy.

    

4. Prohibited Uses

   Receiving Party may use this only for lawful purposes and in accordance with these Terms and Conditions. Receiving Party agrees not to use this data:

   1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
   2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
   3. To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation.
   4. To impersonate or attempt to impersonate BFAS, a BFAS employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
   5. To engage in any other conduct that may harm BFAS, or any parties represented in the data, or expose them to liability.
   6. To share any data from any party with others for commercial use.
   7. To vilify or make personal attacks against any individual human being or organization providing data to BFAS.
   8. Other than the purposes set out by Exhibit A to this Agreement.

    

5. Publications

   Upon the mutual written agreement of the Parties, Receiving Party is free to publish or publicize the results of the project (including reports and papers of research and other activities conducted under the project). The Receiving Party will make reasonable commercial efforts to ensure that publication will provide clear attribution of BFAS as the source of information, unless Best Friends notifies Receiving Party that attribution is not required.

    

6. Miscellaneous

   1. Best Friends does not make any representations or warranties as to the accuracy or completeness of the Confidential Information. Receiving Party agrees that Best Friends will not have any liability to the Receiving Party resulting from any use of the Confidential Information by the Receiving Party.
   2. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof. It shall not be modified except by a written Agreement dated subsequent to the date of this Agreement and signed by both Parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Best Friends its agents, or employees, but only by an instrument in writing signed by an authorized officer of Best Friends and Receiving Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.
   3. In the event of a conflict between this Agreement and the terms of any other contract, statement of work, or other agreement to which this Agreement is appended or incorporated, the terms of this Agreements shall control.
   4. If either Best Friends or Receiving Party employs an attorney to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees. This Agreement shall be construed and controlled by the laws of the State of Utah, United States of America. Any disputes arising out of or related to this Agreement shall be maintained exclusively in a state or federal court of competent jurisdiction in the State of Utah and Recipient hereby submits to the personal jurisdiction of such court.
   5. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the Parties, their successors and assigns.
   6. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
   7. All obligations created by this Agreement with respect to the use and disclosure of Confidential Information and Materials shall survive any changes to or termination of the Parties' business relationship.
   8. This Agreement may be executed in multiple counterparts, each of which will be deemed an original but all of which taken together will constitute one and the same instrument. Electronic executions and deliveries will have the full force and effect of original signatures.
   9. The Parties, and each and all of them, declare that they have read this Agreement and understand each and all of its terms and the legal effect thereof. Each of the Parties executing this Agreement has had the opportunity to be represented by separate, independent counsel of their own choosing.
   10. Each of the below signing Parties hereby states and affirms that they are fully authorized to enter into this Agreement, that they do so knowingly, freely and voluntarily, and that the only promises made to induce them to execute this Agreement are those specifically stated herein.