NON-DISCLOSURE AGREEMENT
THIS AGREEMENT (the "Agreement”) is entered into on this ____day of September 2012 by and between ____________ located at __________ (the” Disclosing Party”), and The Ream Law Firm, LLC with and address at 210 W. Tecumh, Ottawa, KS 66067-1968 (the “Recipient” or the “Receiving Party”).
The Recipient hereto desires to participate in discussions regarding ________________________ (the “Transaction”). During the discussions, Disclosing Party may share certain proprietary info rmation with the Recipient. Therefore, in consideration of the mutual promis and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Definition of Confidential Information.
(a) For purpos of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclod, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and
performance results relating to the past, prent or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or rvices, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databas, inventions, information and trade crets; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade cret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade crets
(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an obligation t
o Disclosing Party to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement; (d) is required to be disclod in a judicial or administrative proceeding, or is otherwi requested or required to be disclod by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement or reference or access to any Confidential Information.
2. Disclosure of Confidential Information.
From time to time, the Disclosing Party may disclo Confidential Information to the Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or reprentatives (collectively “Reprentatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpo; (b) advi its Reprentatives of the proprietary nature of the Confidential Information and of the obligations t forth 2
in this Agreement and require such Reprentatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care ud by it in safeguarding its own confidential information; and (d) not disclo any Confidential Information received by it to any third parties (except as otherwi provided for herein).
Each party shall be responsible for any breach of this Agreement by any of their respective Reprentatives.
3. U of Confidential Information.
The Receiving Party agrees to u the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpo other than as authorized by this Agreement without the prior written connt of an authorized reprentative of the Disclosing Party. No other right or licen, whether expresd or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All u of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Re
ceiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties' existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408.
4. Compelled Disclosure of Confidential Information.
幼儿园歌曲大全>草的英语怎么读Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclo Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expen, may ek to make such disclosure subject to a protective order or other appropriate remedy to prerve the confidentiality of the Confidential Information; provided in the ca of a broad regulatory request with respect to the Receiving Party’s business (not targeted at Disclosing Party), the Receiving Party may promptly comply with such request provided the Receiving Party give (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. The Receiving Party agrees that it shall not oppo and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is
unable to obtain or does not ek a protective order and the Receiving Party is legally requested or required to disclo such Confidential Information, disclosure of such Confidential Information may be made without liability.
5. Term.
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This Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the cond year). Notwithstanding the foregoing, the parties’ duty to hold in confidence Confidential Information that was disclod during term shall remain in effect indefinitely.
6. Remedies.
Both parties acknowledge that the Confidential Information to be disclod hereunder is of a unique and valuable character, and that the unauthorized dismination of the Confidential 3 information would destroy or diminish the value of such information. The damages to Disclosing Party that would result
from the unauthorized dismination of the Confidential Information would be impossible to calculate.
重庆火锅蘸料 Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dismination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to reco ver its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expens es.
7. Return of Confidential Information.
妈妈候补Receiving Party shall immediately return and redeliver to the other all tangible material embodying the Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) bad on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing
Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Receiving Party, with the written connt of the Disclosing Party may (or in the ca of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction.
8. Notice of Breach.
Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized u or disclosure of Confidential Information by Receiving Party or its Reprentatives, or any other breach of this Agreement by Receiving Party or its Reprentatives, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain posssion of Confidential Information and prevent its further unauthorized u.
9. No Binding Agreement for Transaction.侯怎么组词
The parties agree that neither party will be under any legal obligation of any kind whatsoever with re
spect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each rerve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall superde this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.
10. Warranty.
Each party warrants that it has the right to make the disclosures under this Agreement. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpo of the evaluation of a
Transaction, the parties understand that no reprentation or warranty as to the accuracy or completeness of the Confidential Information is being made by either party as the Disclosing Party. F
urther, neither party is under any obligation under this Agreement to disclo any Confidential Information it choos not to disclo. Neither Party hereto shall have any liability to the other party or to t he other party’s Reprentatives resulting from any u of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.
11. Miscellaneous.
(a) This Agreement constitutes the entire understanding between the parties and superdes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.
(b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Kansas applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in Kansas shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.
(c) Any failure by either party to enforce the other party’s strict performance of any provision of this A
greement will not constitute a waiver of its right to subquently enforce such provision or any other provision of this Agreement.
(d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpo of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.
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(e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each ca, to the address of the other party first indicated above (or such other addre as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the ca of personal delivery or electronic-mail, on the date of such delivery, (b) in the ca of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the ca of mailing, on the venth business day following such mailing.
(f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwi without the prior written connt of the other party, which connt will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.
(g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or rvices that are or may be competitive with the products or rvices of the other; or (ii) providing products or rvices to others who compete with the other.
(h) Paragraph headings ud in this Agreement are for reference only and shall not be ud or relied upon in the interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
Disclosing Party Receiving Party
The Ream Law Firm, LLC
Name: Name: Dale J. Ream, Esq.
Title: Owner/Inventor Title: Patent Attorney
最新歌曲Date: Date:
