[TriVention - LP]
JOINT NONDISCLOSURE confidential basis from a source other
than the Discloser, or (iv) is developed
AGREEMENT independently by Recipient. Recipient’s
obligations shall only extend to
Confidential Information that is clearly
This Joint Nondisclosure Agreement
marked as confidential at the time
(hereinafter “NDA”) is entered into by and
disclosed or, if orally disclosed, is orally
between [TriVention - LP] (hereinafter
“[TV-LP]”), and _ _________ , identified as confidential at the time
disclosed. Confidential Information may
(hereinafter _____ _), such designations be disclosed: (a) in writing; (b) by
being understood to include their subsidiaries delivery of tangible things; (c) by initiation
or affiliates (collectively “the parties”). of access to information, such as may be
The effective date of this NDA is; contained in a computerized database; or
(d) by oral and/or visual presentation.
_ __-_ _-2010. The mutual objective
of the parties hereto is to provide appropriate
2. Use of Confidential Information.
protection for Confidential Information (as
defined herein) while maintaining our ability to
conduct our respective business activities. Recipient agrees that it will keep the
Each of the parties wishes to enter into this Confidential Information confidential and
NDA to ensure that the terms and conditions use it solely for the purpose of evaluating
hereof apply when one party (“Discloser”) a possible transaction between the
disclosed Confidential Information to the other Recipient and the Discloser.
(“Recipient”) under this NDA.
3. Standard of Care.
NOW, THEREFORE, for good, valuable and
binding consideration the receipt and
sufficiency of which are hereby acknowledged, Recipient agrees to use the same care and
the parties hereto, intending to be legally discretion to avoid disclosure, publication
bound hereby, agree as follows: or dissemination of the Discloser’s
Confidential Information as it uses with its
1. Definition of Confidential own similar information that it does not
Information. wish to disclose, publish or disseminate.
Notwithstanding the foregoing, Recipient
The term “Confidential Information” may (i) make any disclosure of such
includes, among other things, all business information to which Discloser gives its
strategies, formulae, notes, analyses, prior written consent, and (ii) disclose any
compilations, studies, interpretations or such information to Recipient’s
other documents prepared by Discloser or representatives who need to know such
its representatives which contain, reflect information for the purpose of evaluating
or are based upon any information a possible transaction with Discloser and
furnished to Recipient or its who agree for the benefit of Recipient and
representatives pursuant hereto. The Discloser to keep such information strictly
term “Confidential Information” does not confidential.
include information which (i) is or
becomes generally available to the public 4. Duration of Confidentiality
other than as a result of a disclosure by Obligation.
Recipient or its representatives, (ii) was
rightfully within Recipient’s possession Confidential Information disclosed
prior to its being furnished by or on behalf pursuant to this NDA will be subject to the
of Discloser pursuant hereto or is terms of this NDA for four years following
disclosed to Recipient by another party the effective date hereof.
without obligation of confidentiality, (iii)
becomes available to Recipient on a non-
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[3 Mc Carty Court] • [Sandia Park, NM] • [87047]
[505-980-9016] • [505-281-5092] • [http://trivention.com]
[TriVention - LP]
5. Nondisclosure of Relationship of that decision in writing. In that case, or
Possible Transaction. at any time upon the written request of
the Discloser for any reason, Recipient will
Each of the parties hereto agrees that, promptly deliver to Discloser all
without the prior written consent of the documents (and all copies thereof)
other, it will not disclose to any person or furnished to Recipient by or on behalf of
entity the fact that Confidential Discloser pursuant hereto. In the event of
Information has been made available such decision or request, all other
hereunder, that discussions or Confidential Information prepared by
negotiations are taking place concerning a Discloser shall be destroyed and no copy
possible transaction involving the parties thereof shall be retained. Notwithstanding
hereto, or otherwise disclose any of the the return or destruction of the
terms, conditions or other facts with Confidential Information, the parties
respect hereto, including but not limited to hereto will continue to be bound by their
the status thereof. obligations of confidentiality and other
obligations hereunder.
6. Mandatory Disclosure.
8. No Representation.
Notwithstanding any other provision
hereof, in the event that Recipient is Although the parties hereto have
requested or required (by oral questions, endeavored to include in the Confidential
interrogatories, requests for information Information, information that they believe
or documents in legal proceedings, to be relevant for the purpose of the
subpoena, civil investigative demand or mutual evaluation of a possible
other similar process) to disclose any of transaction between the parties hereto,
the Confidential Information, Recipient neither makes any representation or
shall provide Discloser with prompt warranty as to the accuracy or
written notice of any such request or completeness of the Confidential
requirement so that Discloser may seek a Information.
protective order or other appropriate
remedy. If, in the absence of a protective 9. No License.
order or other remedy, Recipient is
nonetheless legally compelled to disclose Neither this Agreement nor any disclosure
Confidential Information, Recipient may, of information hereunder grants the
without liability hereunder, disclose that Recipient any right or license under any
portion of the Confidential Information trademark, copyright, or patent now or
which is legally required to be disclosed, hereafter owned or controlled by the
provided that Recipient exercises Discloser.
reasonable efforts to preserve the
confidentiality of the Confidential 10. No Restriction on Normal Business
Information, including, without limitation, Activities.
by cooperating with the Discloser to
obtain an appropriate protective order or So long as the Recipient complies with the
other reliable assurance that confidential terms hereof, the receipt of Confidential
treatment will be accorded the Information pursuant to this NDA will not
Confidential Information. preclude the Recipient from providing to
others products or services which may be
7. Return of Confidential Information. competitive with products or services of
the Discloser or providing products or
If either party decides that it does not services to others who compete with the
wish to proceed with a transaction with Discloser.
the other, it will promptly give notice of
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[3 Mc Carty Court] • [Sandia Park, NM] • [87047]
[505-980-9016] • [505-281-5092] • [http://trivention.com]
[TriVention - LP]
11. Non-Competition. apply to respective successors and
assignees.
Without the prior written consent of the
other party, a party will not directly or e. No failure or delay by any party in
indirectly solicit for employment any exercising any right, power or privilege
person employed by the other party or hereunder shall operate as a waiver
connected with the operation of its thereof, nor shall any single or partial
business for the following periods: if no exercise thereof preclude any other or
transaction(s) between the parties result further exercise thereof or the exercise of
or develop, for a period of one (1) year any right, power or privilege hereunder.
from the effective date hereof; or, for a
period of one (1) year after the conclusion f. It is further understood and agreed
of all business relations between the that money damages would not be a
parties. Further, each party understands sufficient remedy for any breach of this
and agrees that all of the other party’s NDA and that the parties shall be entitled
employees have contractual obligations to equitable relief, including but not
prohibiting them from entering into limited to injunction and specific
employment relationships with businesses performance, as a remedy for any such
that the other party at its sole discretion breach. Such remedies shall not be
determines to be competitors. deemed to be the exclusive remedies for a
breach of this NDA but shall be in addition
12. General Provisions to all other remedies available at law or
equity.
a. This NDA does not require either party
to disclose or to receive information or to g. This NDA shall be governed by and
enter into a transaction. construed in accordance with the laws of
the State of New Mexico, without giving
b. Neither party may assign, or otherwise effect to its conflict of laws principles or
transfer, its rights or delegate its duties or rules. Further, both parties consent to the
obligations under this NDA without prior jurisdiction of the state or federal courts
written consent of the other party. Any located in New Mexico, with venue being
attempt to do so is void ab initio. proper in such jurisdiction.
c. Recipient agrees to comply with all h. This NDA contains the entire
applicable laws, rules and regulations agreement between the parties
relevant to the Confidential Information, concerning the subject matter hereof and
including but not limited to government no modification or amendment of this NDA
export and import laws and related or of the terms and conditions hereof will
regulations. be binding upon either of the parties
unless signed by both parties.
d. Either party may terminate this NDA
by providing ten (10) days’ prior written IN WITNESS WHEREOF, the Parties hereto
notice to the other. The provisions of this have caused their duly authorized and
NDA, which, by their nature, extend empowered agents to execute this NDA on
beyond its termination, shall remain in full and as of the date first hereinabove
force and effect until fulfilled, and shall written.
By: _______TriVention – LP ____ By: _____________________________
Name: _ __LEE PAUL SOUTH ___ Name: __________ ________
Title: _ Owner / Design Consultant___ Title: _ ________________ _______ __
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[3 Mc Carty Court] • [Sandia Park, NM] • [87047]
[505-980-9016] • [505-281-5092] • [http://trivention.com]
[TriVention - LP]
JOINT NONDISCLOSURE AGREEMENT
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[3 Mc Carty Court] • [Sandia Park, NM] • [87047]
[505-980-9016] • [505-281-5092] • [http://trivention.com]