2010/07/07 Council Agenda Packet

15 2.3.1 not use Confidential Information for its own use or for any purpose whatsoever including, without limitation, for.commercial use or resale, except Developer may make internal use of the Confidential Information for the development of Developer Works in the manner expressly provided for in this Agreement; 2.3.2 not disclose Confidential Information to any third party, individual, corporation or other entity (other than Developer's officers, directors, employees or independent contractors)without the prior written consent of Autodesk and Developer shall limit disclosure of Confidential Information to only such authorized parties having a need to know such information for the purpose of the development of Developer Works and who have signed nondisclosure agreements in place with obligations no less restrictive than those set forth herein; 2.3.3 take all reasonable care, no less than the care Developer takes with respect to its own confidential information,to protect the secrecy of,and avoid the unauthorized disclosure or use of,Confidential Information;and 2.3.4 promptly notify Autodesk in writing of any misuse,misappropriation or unauthorized disclosure of Confidential Information that may come to the attention of Developer. 2.4 Remedies. Developer acknowledges its obligations to protect Confidential Information are essential to the business interests of Autodesk and that disclosure of such Confidential Information in breach of this Agreement may cause Autodesk immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, Developer agrees that, in addition to any other remedies that may be available in law, equity or otherwise for the disclosure or use of Confidential Information in breach of this Agreement, Autodesk shall be entitled to seek injunctive relief against any such breach or threatened breach of this Agreement. 2.5 Developer Confidential Information. Developer acknowledges that Autodesk does not want to receive Developer Confidential Information from Developer. However, if Developer wants to provide Autodesk with Developer Confidential Information,Autodesk agrees not to disclose Developer Confidential Information to any third party unless such third party has a need-to-know and is subject to a written nondisclosure agreement. Autodesk shall take every reasonable precaution to protect such confidential information of Developer. Autodesk shall only use such Developer Confidential Information for purposes of i) providing support in connection with the ADN Program; or ii) reviewing Developer Work pursuant to Section 10.3 of this Agreement. 3. LICENSE. 3.1 License to Software. Subject to the terms and conditions of this Agreement and the Software License,and in accordance with the ADN Program documentation,Autodesk grants, and Developer accepts a non-transferable, non-exclusive, non-sublicensable, revocable and limited license to use the Software made available to Developer by Autodesk for internal use only for the development, demonstration, internal sales training and unpaid end-user training of Developer Works. 3.2 Restrictions. 3.2.1 Developer shall not include the Software or any portion of the Software in Developer Works without the prior written consent of Autodesk, except where expressly permitted by the Software License such as with some software development tools, utilities and kits. In addition,the Software shall be used: i) only by employees and/or independent contractors of Developer who have signed confidentiality agreements with Developer with confidentiality terms at least as restrictive as the obligations of confidentiality under this Agreement; ADN Program Agreement-Americas Page 3 of 11 11-Nov-09 98