Small Business/20 Group, LLC
NONDISCLOSURE AGREEMENT
This Nondisclosure Agreement (hereinafter this "Agreement"), entered into this ____ day
of ______, 2009, by and between Small Business/20 Group, LLC, a Commonwealth of Virginia
corporation, having offices located at 775 Gateway Drive SE, Suite 605, Leesburg, VA 20175
(hereinafter called "SB/20"), and ____________________________________, having offices
located at ______________________________________________________________________
(hereinafter called "Recipient").
WHEREAS, SB/20 wishes to disclose to Recipient, on a confidential basis, certain information
relating to the start-up, strategies, plans, competitive differentiators and planned operation of
SB/20, (which information SB/20 deems proprietary) for the sole purpose of determining the
viability of SB/20’s proposed approach to capture federal contracts for its business partners .
NOW THEREFORE, in consideration of these premises and of the mutual promises and
covenants herein, it is hereby agreed as follows:
1. As used herein, Proprietary and Confidential information (hereinafter "Proprietary") shall
mean written or documentary, recorded, machine readable, or other information in a
tangible form, information which (i) relates to SB/20 Subject Matter, (ii) is received by
Recipient as provided in Paragraph 6 below, and (iii) is marked proprietary, confidential,
or bears a marking of like import, or which the disclosing party states in writing at the
time of transmittal to, or receipt by, the Recipient is to be considered proprietary. Orally
disclosed information shall be considered proprietary only if, within ten (10) days after an
oral disclosure thereof, SB/20 confirms in writing or by email to Recipient, the
proprietary nature of such orally disclosed information. Such writing or email message
shall be sufficiently specific to enable Recipient to identify the information considered to
be proprietary by SB/20.
2. Information shall not be deemed proprietary, and the Recipient shall have no obligation
with respect to any such information which:
a. is or becomes publicly known through no wrongful act of the Recipient; or
b. is already known to the Recipient as evidenced by competent proof thereof; or
c. is approved for release by the prior written approval of SB/20; or
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Small Business/20 Group, LLC
d. is rightfully received by the Recipient from a third party without restriction and
without breach of this Agreement; or
e. is disclosed by SB/20 to a third party without a similar restriction on the rights of
such third party; or
f. is independently developed by the Recipient without the use of the Proprietary
Information.
3. The Recipient shall use Proprietary Information of SB/20 only for the purpose set forth
above and, specifically, shall not use the information to engage in the creation of a
similar entity that would compete against SB/20 for a period of three (3) years.
4. The Recipient shall not disclose to any third party any Proprietary Information received
pursuant to this Agreement, in whole or in part, for a period of three (3) years.
5. The Recipient shall (i) use at least the same degree of care in safeguarding Proprietary
Information as it uses for its own proprietary information of like import provided such
degree of care is reasonably calculated to prevent inadvertent disclosure or unauthorized
use thereof; (ii) limit access to Proprietary Information to those of its employees who
have a need to know and inform its employees who have access to Proprietary
Information of its obligations under this Agreement, and (iii) upon discovery of any
inadvertent disclosure or unauthorized use of Proprietary Information, promptly use
reasonable efforts to prevent any further inadvertent disclosure or unauthorized use
thereof.
6. The only Recipient individual(s) designated by SB/20 to receive Proprietary Information
from SB/20 pursuant to this Agreement is (are):
_______________________________________________________________________
_______________________________________________________________________
Recipient may change or add to its above-named designee(s) by written notice or email
message (with message receipt acknowledgement) to SB/20.
7. Should the Recipient be faced with judicial or U.S. Governmental action to disclose
Proprietary Information received hereunder, said Recipient must forthwith notify SB/20.
Should SB/20 decline to contest such disclosure, the Recipient may proceed to disclose
such information at its option.
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Small Business/20 Group, LLC
8. Unless otherwise agreed by the parties in writing, this Agreement shall become effective,
upon execution by the parties hereto, as of the effective date first written above and shall
apply only to Proprietary Information disclosed by SB/20 during the period of two (2)
years following the effective date ("the term of this Agreement"). Notwithstanding the
above, however, the provisions concerning nondisclosure of Proprietary Information
received under this Agreement shall survive the expiration of the term of this Agreement.
9. Upon the request of SB/20 or after the term of this Agreement, whichever is sooner, the
Recipient shall cease use of Proprietary Information received from SB/20, and shall
destroy all such Proprietary Information, including copies thereof, and shall furnish the
disclosing party with written certification of destruction or, upon request of SB/20 shall
return such Proprietary Information to SB/20. Notwithstanding the other provisions of
this paragraph, the Recipient may make and retain one copy of such Proprietary
Information for archival purposes only.
10. Each party shall bear all costs and expenses incurred by it in complying with this
Agreement.
11. All information and all tangible forms of information including, but not limited to,
documents, drawings, specifications, prototypes, samples, and the like received hereunder
by the Recipient shall remain the property of SB/20.
12. Nothing contained in this Agreement shall be construed (i) as requiring the disclosing
party to disclose, or the Recipient to accept, any particular information or (ii) as granting
to a party a license, either express or implied, under any patent, copyright, trade secret, or
other intellectual property right now or hereafter owned, obtained, or licensable by the
other party.
13. SB/20 warrants that it has the right to transmit or otherwise disclose to the Recipient
information disclosed to the Recipient hereunder. SB/20 makes no other warranties,
express or implied, with respect to information delivered hereunder. In no event shall
either party be liable for consequential or incidental damages.
14. In the event of the invalidity or unenforceability of any provision of this Agreement
under applicable law, the parties agree that such invalidity or unenforceability shall not
affect the validity or enforceability of the remaining portions of this Agreement.
15. This Agreement shall be subject to, and construed in accordance with, the laws of the
Commonwealth of Virginia without regard to the conflict of law provisions thereof. The
parties agree to comply with applicable laws and regulations, including U.S. Export Laws
and Regulations, relating to the subject matter of this Agreement.
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Small Business/20 Group, LLC
16. This Agreement contains the entire understanding between the parties, superseding all
prior or contemporaneous communications, agreements, and understandings between the
parties with respect to the subject matter hereof. This Agreement may not be modified in
any manner except by written amendment executed by each of the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate by
their duly authorized representatives as of the day and year first above written.
Small Business/20 Group, LLC Recipient
________________________________ _______________________________
By: Richard L. Simpson By:
Title: President Title:
Date: Date:
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