READ THIS! THIS IS A LEGAL AGREEMENT BETWEEN MICROSOFT CORPORATION ("MICROSOFT") AND THE RECIPIENT OF THESE MATERIALS, WHETHER AN INDIVIDUAL OR A CORPORATION OR OTHER ENTITY ("YOU"). BY CLICKING "I ACCEPT", DOWNLOADING OR USING THE MATERIALS, YOU AGREE TO THESE TERMS.
IF THIS AGREEMENT IS ATTACHED TO MATERIALS, BY ACCESSING OR USING THE ATTACHED MATERIALS, YOU AGREE TO THESE TERMS.
1. For good and valuable consideration, the receipt and sufficiency of which are acknowledged, You and Microsoft agree as follows:
(a) If You are an authorized representative of a corporation or other entity ("Company"), and such Company has executed a Microsoft Corporation Non-Disclosure Agreement that is not limited to a specific subject matter or event ("Microsoft NDA"), You represent that You have authority to act on behalf of Company and agree that the Confidential Information, as defined in the Microsoft NDA, is subject to the terms and conditions of the Microsoft NDA and that Company will treat the Confidential Information accordingly;
(b) If You are an individual, and have executed a Microsoft NDA, You agree that the Confidential Information, as defined in the Microsoft NDA, is subject to the terms and conditions of the Microsoft NDA and that You will treat the Confidential Information accordingly; or
(c) If a Microsoft NDA has not been executed, You (if You are an individual), or Company (if You are an authorized representative of Company), as applicable, agrees: (a) to refrain from disclosing or distributing the Confidential Information to any third party for five (5) years from the date of disclosure of the Confidential Information by Microsoft to Company/You; (b) to refrain from reproducing or summarizing the Confidential Information; and (c) to take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information. You/Company, however, may disclose Confidential Information in accordance with a judicial or other governmental order, provided You/Company either (i) gives Microsoft reasonable notice prior to such disclosure and to allow Microsoft a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without Your/Company’s breach of any obligation owed to Microsoft; (ii) became known to You/Company prior to Microsoft’s disclosure of such information to You/Company pursuant to the terms of this Agreement; (iii) became known to You/Company from a source other than Microsoft other than by the breach of an obligation of confidentiality owed to Microsoft; or (iv) is independently developed by You/Company. For purposes of this paragraph, "Confidential Information" means nonpublic information that Microsoft designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Recipient. "Confidential Information" includes, without limitation, information in tangible or intangible form relating to and/or including released or unreleased Microsoft software or hardware products, the marketing or promotion of any Microsoft product, Microsoft's business policies or practices, and information received from others that Microsoft is obligated to treat as confidential.
2. You may review these Materials only (a) as a reference to validate the platform and assist you in evaluating the referenced product(s) for purchase and use. All other rights are retained by Microsoft; this agreement does not give You rights under any Microsoft patents. You may not (i) duplicate any part of these Materials, (ii) remove this agreement or any notices from these Materials, or (iii) give any part of these Materials, or assign or otherwise provide Your rights under this agreement, to anyone else.
3. If You are an entity and (a) merge into another entity or (b) a controlling ownership interest in You changes, Your right to use these Materials automatically terminates and You must destroy them.
4. Monetary damages may not sufficiently compensate a breach of these terms. Microsoft may seek court orders to stop the disclosure of Confidential Information in breach of these terms without the obligation of posting a bond.
5. This agreement is governed by the laws of the State of Washington. Any dispute involving it must be brought in the federal or state superior courts located in King County, Washington, and You waive any defenses allowing the dispute to be litigated elsewhere. If there is litigation, the losing party must pay the other party’s reasonable attorneys’ fees, costs and other expenses. If any part of this agreement is unenforceable, it will be considered modified to the extent necessary to make it enforceable, and the remainder shall continue in effect. This agreement is the entire agreement between You and Microsoft concerning these Materials; it may be changed only by a written document signed by both You and Microsoft.
