MUTUAL NONDISCLOSURE AGREEMENT
This mutual nondisclosure agreement is between [PARTY ONE NAME], a[n] [Business Type] whose principal address is [Full Mailing Address] and DESIGN 4 IT LLC whose principal address is 646 ROUTE 18- NJ 08816.
Each party has developed certain confidential information that it may disclose to the other party for the purpose of INVENTION DISCLOSURE.
The parties therefore agree as follows:
1. CONFIDENTIAL INFORMATION.
Each party (in such capacity, a "Disclosing Party") may disclose certain of its confidential and proprietary information to the other party (in such capacity, a "Receiving Party"). "Confidential Information" means:
(a) information relating to the Disclosing Party or its current or proposed business, including financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, whether provided orally, in writing, or by any other media, that was or will be:
- provided or shown to the Receiving Party by or on behalf of the Disclosing Party; or
- obtained by the Receiving Party from review of documents or property of, or communications with, the Disclosing Party; and
(b) all notes, analyses, compilations, studies, summaries, and other material, whether provided orally, in writing, or by any other media, that contain or are based on the information described above (the "Derivative Materials").
The Disclosing Party shall identify Confidential Information disclosed orally within a reasonable time after disclosure, although failure to identify information as Confidential Information is not an acknowledgment or admission that that information is not confidential.
2. OBLIGATION TO MAINTAIN CONFIDENTIALITY.
(a) Confidentiality. The Receiving Party shall keep the Confidential Information confidential. Except as otherwise required by law, the Receiving Party may not:
- disclose any Confidential Information to any person or entity other than a representative who needs to know the information, has signed a confidentiality agreement, or has the Disclosing Party's prior written authorization; or
- use the Confidential Information for any purposes other than those contemplated by this agreement.
(b) No Reverse Engineering. The Receiving Party may not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the Disclosing Party's Confidential Information and that are provided under this agreement.
(c) Term. The Receiving Party shall maintain the confidentiality and security of the Disclosing Party's Confidential Information until the earlier of: (i) such time as all Confidential Information becomes publicly known through no action or inaction of the Receiving Party or (ii) 2 years from the date of disclosure. Trade secrets remain protected as long as they qualify as trade secrets under law.
3. EXCLUSIONS.
The obligations and restrictions of this agreement do not apply to Confidential Information that the Receiving Party demonstrates:
- was or becomes generally publicly available other than as a result of a disclosure in violation of this agreement;
- was available to the Receiving Party on a nonconfidential basis before disclosure by the Disclosing Party, provided the source was not restricted and written notice is given where required;
- is legally compelled or requested to be disclosed, provided prompt notice and reasonable assistance are given to seek protective relief; or
- was developed independently without breach of this agreement.
4. RETURN OF PROPERTY.
All documents and other tangible objects containing or representing Confidential Information disclosed by either party, and all copies in the possession of the other party, remain the property of the Disclosing Party. On request, the Receiving Party shall promptly return or destroy them.
5. OWNERSHIP RIGHTS.
Each party acknowledges that the Confidential Information is and will remain the Disclosing Party's sole property. Neither party obtains any rights, by license or otherwise, in the other party's Confidential Information. Neither party may use the other party's Confidential Information as a basis to develop a competing or similar plan or undertaking.
6. NO OBLIGATION.
Nothing in this agreement obligates either party to proceed with any transaction between them. Any commitment to proceed will be set forth in a separate agreement signed by the parties.
7. NO WARRANTY.
ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ANY SUCH INFORMATION.
8. MISCELLANEOUS.
- Choice of Law. The laws of the state of DELAWARE govern this agreement.
- Equitable Relief. The parties acknowledge that a breach may cause irreparable harm and equitable relief may be sought.
- Amendments. No amendment is effective unless it is in writing and signed by a party or its authorized representative.
- No Assignment. Neither party may assign rights or delegate performance without prior written consent of the other party.
- Electronic Signatures. Electronic signatures have the same force and effect as original signatures.
- Severability. Invalid provisions do not affect the remaining provisions of the agreement.
- Waiver. No waiver is effective unless in writing and signed by the waiving party.
- Entire Agreement. This agreement is the complete and exclusive expression of the parties' agreement on this subject matter.
- Effectiveness. This agreement becomes effective when all parties have signed it.
