Nondisclosure Mutual nondisclosure agreement

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Nondisclosure Mutual nondisclosure agreement Powered By Docstoc
					                                MUTUAL NON-DISCLOSURE AGREEMENT

         This Mutual Non-Disclosure Agreement (the “Agreement”) is made this ____ day of __________ 2007, by
and between_________________________________, a(an)______________________________________________
located at __________________________ and Strong as Oak LLC, a Texas LLC located at 121 San Pedro Suite 13
San Antonio, TX 78266 (“Strong as Oak”). ___________________________ and Strong as Oak are each referred to
herein as a "Party", and collectively, as the "Parties".

        WHEREAS, each of the Parties is interested in evaluating a possible transaction between the Parties relating to
Strong as Oak' knowledge and information about it’s plans for a worldwide digital signage network, in connection with
which each of the Parties may disclose certain non-public, confidential or proprietary information to the other Party.

        WHEREAS, the Parties wish to maintain the secrecy of such confidential or proprietary information.

         NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which each of the
Parties hereto acknowledge, the Parties do hereby agree as follows:

1.      Each Party agrees that it will maintain in confidence in the same manner and with the same degree of care that
such party uses to protect its own proprietary information, but in no event less than a reasonable degree of care, the
following information, which such information shall be referred to herein as “Confidential Information”:

        (i) any information of a Party submitted to the other Party and identified as “Confidential” or “Proprietary”;
        (ii) any business, technology, or marketing plan of a Party submitted to the other Party; and
        (iii) the financial terms (including, but not limited to, pricing and payment schedules) of any contemplated or
              actual business relationship between the Parties.

Notwithstanding the foregoing, the term “Confidential Information” shall not include information which:

        (i) is or becomes generally known or available to the public other than as a result of a breach of this
        (ii) was or becomes available to the receiving Party on a non-confidential basis from a source that is not in
              violation of any applicable confidentiality agreement,
        (iii) has been or subsequently is independently developed by the receiving Party without reference to or
              reliance on the information received from the disclosing Party, or
        (iv) was disclosed by one Party to the other prior to the date of this Agreement.

2.       The receiving Party shall not, without the prior written consent of the President, CEO, or managing partner of
the disclosing Party:

        (a) disclose, reverse engineer, give away, divulge, exchange or make known or available in any manner to any
             person, firm, corporation or other entity (whether or not the receiving Party receives any benefit
             therefrom) the disclosing Party’s Confidential Information or any information derived to any person other
             than a director, officer, employee, consultant or other representative (“Representative”) who needs to
             know such Confidential Information in connection with a contemplated or actual business relationship
             between the Parties, or
        (b) make any use whatsoever of the Confidential Information other than in connection with a contemplated or
             actual business relationship between the Parties, or otherwise use the Confidential Information for its own
             benefit. The receiving Party acknowledges and agrees that it shall use reasonable commercial efforts to
             protect against the breach of this Agreement by any such officer, director, consultant or employee
             (regardless of whether or not such breach is within their scope of employment) with respect to the
             maintenance of the secrecy and confidentiality of the Confidential Information.

         In the event that either Party is required by law or legal process to disclose the other Party’s Confidential
Information, the Party required to make such disclosure shall notify the other Party in writing prior to making such
disclosure in order to facilitate seeking a protective order or other appropriate remedy from the proper authority; and
that the Parties agree to cooperate with each other in seeking such court order or other remedy, and further agree that if
the Parties are not successful in obtaining such court order, the Party required to make such disclosure will furnish only
that portion of the Confidential Information that is legally required and will exercise all reasonable efforts to obtain
reliable assurances that confidential treatment will be accorded the Confidential Information.

3.      Upon (a) written demand of the disclosing Party, (b) the decision of either Party to terminate discussions of a
contemplated business relationship between the Parties, or (c) the termination of an actual business relationship
between the Parties, the receiving Party shall return or destroy all Confidential Information of the other Party and any
notes, correspondence, analyses, compilations, documents or other records containing Confidential Information,
including all copies thereof, then in the possession of such Party or its Representatives, except that a copy of such
materials may be maintained by the legal counsel of the receiving party so long as such information is maintained as
confidential pursuant to the terms of this Agreement. Any such return or destruction of Confidential Information shall
not abrogate the continuing obligations of the receiving Party under this Agreement.

4.       This Agreement applies only to disclosures made within one (1) year of the date of this Agreement; however,
the obligations hereunder with respect to any disclosure made within that period will continue for one (1) year after
such disclosure.

5.       In the event of a breach of any term of this Agreement, the Parties agree that the harm suffered by the injured
Party would not be compensable by monetary damages alone and, accordingly, that the injured Party shall, in addition
to other available legal or equitable remedies, be entitled to the issuance of immediate injunctive relief enjoining any
breach of the other Party's obligations hereunder.

6.       This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, USA,
without reference to its conflicts of law provisions. Any civil action, claim, dispute or proceeding arising out of or
relating to this Agreement, except for an injunctive action regarding a breach or threatened breach of any provision of
this Agreement, shall be referred to final and binding arbitration, before a single arbitrator. The arbitrator shall be
selected by the Parties, and if the Parties are unable to reach agreement on selection of the arbitrator within thirty (30)
days after the notice of arbitration is served, then the arbitrator shall be selected by the American Arbitration
Association. Judgment upon any award rendered by the arbitrator shall be final, binding and conclusive upon the
parties and their respective administrators, executors, legal representatives, successors and assigns, and may be entered
in any court of competent jurisdiction. In the event that either Party initiates action to enforce its rights hereunder, the
Parties hereby agree that the arbitrator shall have the authority to grant to the prevailing Party its reasonable expenses,
court and arbitration costs, including taxed and untaxed costs, and reasonable attorneys’ fees.

7.      This Agreement sets forth a mutual understanding between the parties and supercedes any and all prior and
contemporaneous agreements and representations between the parties as to the subject matters hereof. The invalidity or
unenforceability of a particular provision of this Agreement shall not affect the other provisions hereto, and this
Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

_____________________________________                        STRONG AS OAK LLC

By: _______________________________                          By: ____
Name: _____________________________                          Name: Miles L. Hackley
Title: ______________________________                        Title: COO


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