NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of __________, 20__, is made by and between the Service Disabled Veteran Owned Small Business Council, a Virginia corporation (“The Council”) and ____________________ (“The Applicant”). The parties hereto, intending to be legally bound, agree as follows: 1. Confidential Information
In connection with discussions between The Council and The Applicant concerning The Applicant's current business operations and financial data disclosed for potential Membership in the Service Disabled Veteran Owned Small Business Council, The Applicant may disclose to The Council certain information that The Applicant considers to be proprietary and/or confidential (hereinafter referred to as “Confidential Information”), which may include, but is not limited to corporate financial and business information. 2. Protection of Confidential Information. The Council acknowledges that The Applicant claims its Confidential Information as a special, valuable and unique asset. The Council agrees that it shall: (a) keep in confidence all Confidential Information, and that it will not directly or indirectly disclose to any third party or use for his own benefit, or use for any purpose other than an assessment The Applicants application for membership, any Confidential Information it receives from The Applicant; (b) use the Confidential Information only as needed to assess the application for Membership, and in particular, not use the Confidential Information in competition with The Applicant nor use it in any unlawful manner; and (c) use reasonable care to protect the Confidential Information, and in no event use less than the same degree of care to protect the Confidential Information as it would employ with respect to his own information of like importance which it does not desire to have published or disseminated.
3.
Identification of Confidential Information
Information disclosed by the Applicant and entitled to protection under this Agreement shall be any information related to the membership application, whether provided in writing, orally or in any other medium. 4. Limitations on Confidential Information. Confidential Information shall not include The Applicants information that: (a) The Council knows at the time of disclosure, free of any obligation to keep it confidential, as evidenced by written records; or (b) Council. If any portion of any Confidential Information falls within any of the above exceptions, the remainder of the Confidential Information shall continue to be subject to the requirements of this Agreement. 5. Compelled Disclosure is or becomes publicly available other than through any action by The
If The Council faces legal action to disclose Confidential Information received under this Agreement, then The Council shall promptly notify The Applicant and, upon The Applicant's request, shall cooperate with The Council in contesting such a disclosure. Except in connection with failure to discharge the responsibilities set forth in the preceding sentence, The Council shall not be liable in damages for any disclosures pursuant to such legal action. 6. Return of Confidential Information
All information furnished under this Agreement shall remain The Applicant’s property and shall be returned to it at its request together with all copies, extracts, plans, schematics or other reproductions in whole or in part made of such information by The Council. All documents, memoranda, notes and other writings whatsoever prepared by The Council based on Confidential Information shall be destroyed upon The Applicant's request and such destruction shall be certified in writing to The Applicant by an authorized officer of The Council at The Applicant’s request. 7. No License
No license under any patents or copyrights is granted or conveyed by The Applicant's transmittal of Confidential Information or other information to The Council under this Agreement, nor shall such a transmission constitute any representation, warranty, assurance, guaranty or inducement by The Applicant to The Council with respect to infringement of intellectual property or other rights of others. 8. No Warranty
The Council acknowledges that The Applicant has not made and will not make any representation or warranty as to the accuracy or completeness of its Confidential Information or of
any other information provided in connection with the application, and The Council agrees that the Applicant shall have no liability resulting from the Council's use of the Confidential Information or such other information. 9. Severability
(a) . Should any provisions of this Agreement be found unenforceable, the remainder shall still be in effect. 10. No Waiver
The failure of any party to require performance by another party of any provision of this Agreement shall in no way affect the full right to require such performance at any time thereafter. 11. Entire Agreement
This Agreement embodies the entire understanding between the parties respecting the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence, understandings and agreements between the parties respecting the subject mater of this Agreement. This Agreement shall not be modified except by a writing duly executed on behalf of the party against whom such modification is sought to be enforced. 12. Assignment and Binding Effect
Neither The Council nor The Applicant shall assign this Agreement without the prior written consent of the other party, and any assignment in violation of this Agreement shall be void. This Agreement shall benefit and be binding upon the parties to this Agreement and their respective successors and permitted assigns. 13. Construction of Agreement
This Agreement has been negotiated by the parties and their respective attorneys, if any, and the language of this Agreement shall not be construed for or against either party. 14. Jurisdiction and Venue
The Virginia state courts of the City of Virginia Beach (or, if there is exclusive federal jurisdiction, the United States District Court for the Eastern District of Virginia - Norfolk Division) shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and the Recipient hereby consents to the jurisdiction and venue of such courts. 15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. 16. Counterparts
Either the original or copies, including facsimile transmissions, of this Agreement, may be executed in counterparts, each of which shall be an original as against any party whose signature appears on such counterpart and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Nondisclosure Agreement as of the date and year set forth above. Service Disabled Veteran Owned Small Business Council
By:___________________________ Name: David Spanka Title: Membership Chairman
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By:___________________________ Name: Title:
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