FACILITY RELEASE AGREEMENT
In connection with your planned visit (the "Visit") to the facilities (the "Facilities") of Reframe Systems, Inc. (the "Company), and for good and valuable consideration, including Company's consent to allow you, the undersigned, ("you" or "You"), and any minors listed on the signature page below (the "Minors") to visit its Facilities, the receipt and sufficiency of which is acknowledged by you, you agree irrevocably to the following:
1. By signing the below you and the Minors agree to follow all safety precautions and instructions that may be required of you and the Minors by the Company and its affiliates (the "Released Parties") during the Visit, including donning any personal protective equipment that the Released Parties may provide. FURTHERMORE, YOU ACKNOWLEDGE THAT DURING THE VISIT YOU AND THE MINORS WILL BE ENTERING WORKING AREAS OF A MANUFACTURING FACILITY WHERE THERE ARE INHERENT RISKS AND BOTH KNOWN AND UNKNOWN HAZARDS THAT MAY POSE A RISK OF INJURY OR DAMAGE TO YOU, THE MINORS OR YOUR PERSONAL PROPERTY. BY ENTERING THE FACILITIES DURING THE VISIT YOU AND THE MINORS VOLUNTARILY ASSUME THE RISK OF ANY SUCH HAZARDS AND RELEASE THE COMPANY AND ITS OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES FROM ANY LIABILITY, CLAIMS, DEMANDS, AND CAUSES OF ACTION WHATSOEVER THAT MAY ARISE OUT OF OR ARE RELATED TO ANY INJURY, LOSS OR DAMAGE THAT MAY OCCUR WHILE VISITING THE FACILITIES.
2. During your Visit to the Facilities, the Released Parties may film, record or take photographs of you and the Minors (the "Released Materials"). You hereby irrevocably grant the Released Parties all rights and permission to create, use, publish, modify, and distribute such Released Materials. The Released Materials may be used and/or published individually or in conjunction with other produced works, and in any medium (including without limitation, print publications, public broadcast, online format) and for any lawful purpose, including without limitation, trade, exhibition, illustration, promotion, publicity, advertising and electronic publication. Without limiting the foregoing, the Released Party may use Released Materials in its general marketing materials. You understand and agree for yourself and on behalf the Minors that, as of result of signing this Release, this photography/video will become the property of the Released Party and will not be returned.
3. You hereby represent and warrant that you are at least eighteen (18) years of age, and that no other party's authorization or consent is required with respect to the permission granted to the Released Party under this Release. You hereby waive on behalf of yourself and the Minors any right that you or the Minors may have to inspect or approve the Released Party's use of the Released Materials, or the advertising copy or printed matter that may be used in connection with the use and/or publication of the Released Materials. If you are the parent or legal guardian of any minor family members or wards that are also attending this Facilities Visit, You have listed each such on the signature page below, and hereby confirm that you are the parent and/or legal guardian of such minor(s) and are signing this Release on their behalf.
4. You further release, on behalf of yourself and the Minors, the Released Party from any and all liability arising out of such use of the Released Materials and shall have no proprietary interest in the Released Party by reason of this use. You hereby, on behalf of yourself and the Minors, acknowledge that the Released Party shall not be required to provide compensation to use any film, video, or photos that include the Released Materials, and hereby hold harmless and release and forever discharge the Released Party from all claims, demands, and causes of action which you, the Minors and yours and the Minors heirs, representatives, executors, administrators, or any other persons acting on any of your behalf or the behalf of any of your estates have or may have by reason of this authorization.
5. If said photography or video is registered for copyright, you hereby assign on behalf of yourself and the Minors said copyright and the right to renew said copyright to the Released Party, and if such photography or video has not been registered for copyright, you hereby, on behalf of yourself and the Minors, assign the Released Party the right to copyright the same in its own name.
6. [As part of your Visit to the Facilities, you may be provided or have access to Proprietary Information of the Company. All documents, equipment and similar items related to Company's business, whether or not they contain or constitute trade secrets owned by Company ("Proprietary Information"), are and shall remain the exclusive property of Company, and shall not be copied or removed from Company's Facilities without prior written consent of Company. For the avoidance of doubt, Proprietary Information shall also include all business, technical or other information, materials and/or ideas relating to the Company, including, but not limited to, information, materials and/or ideas relating to Company's trade secrets, intellectual property, technology, facilities, assets, systems, customers, vendors, business plans, finances and other information which should be reasonably considered as confidential.
7. You will hold in confidence and will not possess or use for any purposes whatsoever (except purposes authorized in writing by Company) or disclose any Proprietary Information to any individual, company or other third party, except information you can document (a) at the time of disclosure is readily available to the public, (b) which you can establish was in your possession prior to the date of disclosure of such information by Company, (c) was properly disclosed to you by another person not bound by confidentiality obligations with respect to such information, or (d) you are required by law to disclose. You will restrict the possession, knowledge and use of Proprietary Information internally in your organization solely to those employees and subcontractors who need to know the specific Proprietary Information, and who are bound by confidentiality obligations at least as restrictive as those contained herein. You will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any Proprietary Information. The foregoing does not grant you a license in or to any of the Proprietary Information.
8. You will (a) promptly notify Company of any unauthorized release, disclosure or use of Proprietary Information and any breach of this Release; and (b) you will promptly return, if asked by Company, all Proprietary Information and all copies, extracts and other objects or items in which Proprietary Information may be contained or embodied.
9. You understand that this Release does not obligate Company to disclose any information or negotiate or enter into any Release or relationship with you. You will strictly abide by any and all instructions and restrictions provided by Company from time to time with respect to Proprietary Information, or Company systems and facilities. You will ensure the security of any facilities, machines, accounts, passwords and methods you use to store any Proprietary Information or to access Company systems and ensure that no other person has or obtains access thereto.
10. The terms of this Release will remain in effect with respect to any particular Proprietary Information (a) until you can document that such Proprietary Information falls into one of the exceptions stated in Paragraph 6 above; or, (b) if it is held by a court of competent jurisdiction that this provision is illegal, invalid or unenforceable, within only those territories which Company then carries on business and only up to 10 years after disclosure of such Proprietary Information.
11. You acknowledge and agree that due to the unique nature of the Proprietary Information, any breach of this Release would cause irreparable harm to Company for which damages are not an adequate remedy, and that Company shall therefore be entitled to equitable relief in addition to all other remedies available at law.]
12. You warrant that you have read this release (the "Release") prior to the signing of this Release, that you understand it, and that you freely enter into this Release. This Release is personal to you, is nonassignable by you, is governed by the internal laws of the Commonwealth of Massachusetts and may be modified or waived only with your and Company's written consent. If any provision of this Release is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect. The prevailing party in any dispute or legal action regarding the subject matter of this Release shall be entitled to recover attorneys' fees and costs.
You acknowledge and agree (i) to the execution of this Release as of the date written below, (ii) that you have the full right and authority to enter into this Release, and (iii) that you have read and understand completely the contents of this Release.