“Agency” means International Loops, LLC.
“Agreement” means this Online Marketing Master Services Agreement, including any amendments or supplements to this Agreement duly executed by both Parties.
“Client” means the Client so identified above.
“Confidential Information” means information that is not generally known or used by others and that is treated as confidential, other than Trade Secrets. This term includes, without limitation, all information regarding a Party’s customers and their accounts, all financial information, business plans, customer lists, procedures, formulas, discoveries, inventions, improvements, innovations, concepts, and ideas. This term also includes the specific provisions of this Agreement.
“Disclosing Party” shall refer to a Party disclosing its own Proprietary Information.
“Effective Date” means date upon which Agency is first in possession of a fully-executed (i.e., by both parties) Agreement.
“Intellectual Property Rights” shall mean any and all rights existing from time to time anywhere in the world under patent law, copyright law, trademark law, moral rights law, trade secrets law, or other similar proprietary rights.
“Party” means Agency and/or Client, the parties to this Agreement.
“Proprietary Information” means Trade Secrets and Confidential Information.
“Receiving Party” shall refer to a Party to whom Proprietary Information is disclosed.
“Services” shall refer individually and collectively to the professional services described in any and all Statement(s) of Work (“SOW”) executed by the Parties.
“Third Party” means, whether or not capitalized and whether used as a noun (“third party”) or an adjective (“third-party”), any person or entity not a party to this Agreement.
“Trade Secrets” means any and all trade secrets as defined by O.C.G.A. § 10-1-761(4), by 18 U.S.C. § 1839, and/or by any other applicable law as of the Effective Date of this Agreement.
“Work Product” means written reports, analyses, and other working papers or documents, deliverables, intellectual property, copyrightable works of authorship, and/or any other tangible work item prepared or delivered by Agency pursuant to its performance under the Agreement.