Non-Disclosure Agreement
This Nondisclosure Agreement (the "Agreement") is entered into by
and between xxxxxxxxxxxxxxxxxxxxxx, a Colorado corporation,
with its principal offices at xxxxxxxxxxxxxxxxxxxxxxx ("Disclosing
Party") and xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx, located at
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx ("Receiving Party").
RECITALS
WHEREAS, the Disclosing Party will disclose certain proprietary
and confidential business information to Receiving Party for the
purposes of securing third-party investors for the development of a
business application, and
WHEREAS, the parties agree to enter into a confidential
relationship with respect to the disclosure of certain proprietary and
confidential business information to prevent the unauthorized
disclosure of confidential information.
AGREEMENT
NOW THEREFORE, the parties agree as follows:
1. Definition of Confidential Information. For purposes of this
Agreement, "Confidential Information" shall include all information
or material disclosed by Disclosing Party to Receiving Party, in
writing, whether or not such information is also disclosed orally, that
relates or refers, directly or indirectly, to the development of the
business application, and any business proposal related to the
business application, shall be deemed confidential and shall
constitute Confidential Information, and shall include (a) all
documents generated by Receiving Party which contain, comment
upon, or relate in any way to any Confidential Information received
from Disclosing Party, and (b) any written documents or private
conversations between Disclosing Party and Receiving Party related
to the business proposal.
2. Exclusions from Confidential Information. Receiving Party's
obligations under this Agreement do not extend to information that
is: (a) publicly known at the time of disclosure or subsequently
becomes publicly known through no fault of the Receiving Party; (b)
discovered or created by the Receiving Party before disclosure by
Disclosing Party; (c) learned by the Receiving Party through
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legitimate means other than from the Disclosing Party or Disclosing
Party's representatives; or (d) is disclosed by Receiving Party with
Disclosing Party's prior written approval.
3. Obligations of Receiving Party. Receiving Party shall hold and
maintain the Confidential Information in strictest confidence for the
sole and exclusive benefit of the Disclosing Party. Receiving Party
shall carefully restrict access to Confidential Information to
employees, contractors, and third parties as is reasonably required
and shall require those persons to sign nondisclosure restrictions at
least as protective as those in this Agreement. Receiving Party shall
not, without prior written approval of Disclosing Party, use for
Receiving Party's own benefit, publish, copy, or otherwise disclose to
others, or permit the use by others for their benefit or to the
detriment of Disclosing Party, any Confidential Information.
Receiving Party shall return to Disclosing Party any and all records,
notes, and other written, printed, or tangible materials in its
possession pertaining to Confidential Information immediately if
Disclosing Party requests, it in writing, or upon termination of this
Agreement.
4. Time Periods. The nondisclosure provisions of this Agreement
shall survive the termination of this Agreement and Receiving
Party's duty to hold Confidential Information in confidence shall
remain in effect until the Confidential Information no longer qualifies
as a trade secret or until Disclosing Party sends Receiving Party
written notice releasing Receiving Party from this Agreement,
whichever occurs first.
5. Relationships. Nothing contained in this Agreement shall be
deemed to constitute either party a partner, joint venture or
employee of the other party for any purpose.
6. Injunctive Relief. Receiving Party understands and agrees that
any use or dissemination of Confidential Information in violation of
this Agreement will cause Disclosing Party irreparable harm, and
that monetary damages may not be a sufficient remedy for
unauthorized use or disclosure of Confidential Information, and that
Disclosing Party may be left with no adequate remedy at law;
therefore, Disclosing Party shall be entitled, without waiving any
other rights or remedies, to such injunctive or equitable relief as
may be deemed proper by a court of competent jurisdiction. Such
remedies shall not be deemed to be the exclusive remedy for any
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breach of this Agreement but shall be in addition to all other
remedies available at law or in equity.
7. Non-Use and Non-Disclosure. Receiving Party agrees to use
Disclosing Party’s Confidential Information solely for the purpose of
improving Disclosing Party’s pitch deck for presentation to raising
seed capital and funding contacts, and any suggestions related to
improvement and development of Disclosing Party’s business
application.
8. No Obligation. Nothing herein shall obligate either party to
proceed with any transaction between them, and each party
reserves the right, in its sole discretion, to terminate the discussions
contemplated by this Agreement concerning Disclosing Party’s
business plans.
9. Severability. If a court finds any provision of this Agreement
invalid or unenforceable, the remainder of this Agreement shall be
interpreted so as best to effect the intent of the parties.
10. Integration. This Agreement expresses the complete
understanding of the parties with respect to the subject matter and
supersedes all prior proposals, agreements, representations, and
understandings. This Agreement may not be amended except in a
writing signed by both parties.
11. Waiver. The failure to exercise any right provided in this
Agreement shall not be a waiver of prior or subsequent rights.
12. No Assignment. Neither this Agreement nor any rights
hereunder in whole or in part shall be assignable or otherwise
transferable by either party and the obligations contained in this
Agreement shall survive and continue after termination of this
Agreement, provided, that either party may assign or transfer this
Agreement and rights hereunder to any current or future affiliates or
successor company if such assignee agrees in writing to the terms
and conditions herein.
13. Governing Law. This Agreement will be governed and
construed by the laws of the state of California.
14. Attorney’s Fees. In the event of a legal action or other
proceeding arising under this Agreement or a dispute regarding any
alleged breach, default, claim, or misrepresentation arising out of
this Agreement, whether or not a lawsuit or other proceeding is
filed, the prevailing party shall be entitled to recover its reasonable
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attorneys’ fees and costs, whether incurred before suit, during suit,
or at the appellate level. The prevailing party shall also be entitled
to recover any attorneys’ fees and costs incurred in litigating the
entitlement to attorneys’ fees and costs, as well as in determining or
quantifying the amount of attorneys’ fees and costs due to it.
[signature page to follow]
This Agreement and each party's obligations shall be binding on the
representatives, assigns, and successors of such party. Each party
has signed this Agreement through its authorized representative.
Disclosing Party Receiving Party
Signed: _________________ Signed: _____________________
Full Name: _______________ Name: ______________________
Title: ___________________ Title: ___________________
Dated: _________________ Dated: _________________
