MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the “Agreement”) is entered between TheLastPolarBear.com,
developed by DesigningWithYouInMind.com and the email name given when submitted therein. This
Agreement is made to set forth the basis under which TheLastPolarBear.com, developed by
DesigningWithYouInMind.com shall furnish and/or disclose to the Company submitted certain technical and
business information, including, without limitation, certain business form documents, solely for use by the
Company submitted with respect to a services to be provided by the TheLastPolarBear.com, developed by
DesigningWithYouInMind.com to the Company submitted. TheLastPolarBear.com, developed by
DesigningWithYouInMind.com contemplates one or more meetings and various communications to discuss a
possible business relationship that will involve the disclosure by one of the parties (the “Disclosing Party”) to
the other party (the “Receiving Party”) Confidential Information as defined in Paragraph 2 below. The parties
therefore agree as follows:
1.Confidential Information disclosed by the Disclosing Party shall be used by the Receiving Party solely for
the purpose of reviewing and evaluating creative, technical, and business information in connection with the
development of potential collaborations, joint ventures, consultancy, and/or other business transactions
involving the parties. Confidential Information shall at all times remain the property of the Disclosing Party.
Each party acknowledges that the other party is not obligated to disclose any of its Confidential Information.
2 “Confidential Information” shall mean any and all information and data that is disclosed by the Disclosing
Party, whether in written, oral, electronic, magnetic, photographic, optical and/or other forms, including
without limitation information and data regarding business contacts, business practices, economic models
and analysis, ideas, concepts, suggestions, designs, methods, techniques and expertise related thereto.
Confidential Information shall be deemed the trade secret(s) of the Disclosing Party. However, Confidential
Information shall not be deemed to include information which: (i) at the time of disclosure is properly in the
public domain of thereafter properly becomes part of the public domain by publication or otherwise through
no act or omission of the Receiving Party or the Receiving Party’s agents, (ii) may be observed, deduced or
otherwise discovered through information or equipment which is publicly available or accessible, or (iii) is
required to be disclosed by legal process; provided that the Receiving Party informs the Disclosing Party of
such requirement prior to disclosure and permits the Disclosing Party to attempt by appropriate legal means
to limit such disclosure.
3 Confidential Information shall not be copied in whole or in part, without the prior written consent of the
Disclosing Party. All Confidential Information supplied by the Disclosing Party hereunder and all copies
thereof, in whole or in part and on all media, shall be returned to the Disclosing Party by the Receiving Party
promptly upon demand by the Disclosing Party. The Receiving Party and its employees, officers, agents,
affiliates, and representatives shall hold Confidential Information in confidence and take all reasonable steps
to preserve the confidential and proprietary nature of Confidential Information including, without limitation:
a. refraining from disclosing Confidential Information to persons within its organization not having a
reason to know, and to persons outside its organization for any reason;
b. advising all of its employees, officers, agents, representatives and affiliates who gain access to
Confidential Information of its confidential and proprietary nature, and having all such employees,
officers, agents, representatives and affiliates sign an agreement substantially similar to this
Agreement; and where or when possible conspicuously identifying all Confidential Information with a
label or stamped marking that reads “Confidential” placed on the front.
4. Company shall notify TheLastPolarBear.com immediately upon discovery of any unauthorized use or
disclosure of Confidential Information or any other breach of this Agreement by Company, and shall
reasonably cooperate to regain possession of the Confidential Information and prevent its further
unauthorized use. If Company or any of its employees shall attempt to use or disclose any of the
Confidential Information in a manner contrary to the terms of this Agreement, TheLastPolarBear.com shall
have the right, in addition to such other remedies which may be available to it, to seek injunctive relief
enjoining such acts or attempts, it being acknowledged that legal remedies may be inadequate.
5. This Agreement does not restrict the Receiving Party from working with a person or entity that has
independently developed information or materials similar to the Confidential Information. In such
circumstance, however, the Receiving Party agrees not to disclose the fact that any similarity exists between
the Confidential Information and the independently developed information and materials. The Receiving
Party also understands that such similarity does not excuse the Receiving Party from the non-disclosure and
other obligations in this Agreement.
6. Nothing in this Agreement shall be deemed to constitute an implied license in favor of Company to any
proprietary rights of TheLastPolarBear.com, including, without limitation, any patents, copyrights, trademarks
or trade secret information.
7. This Agreement shall not be changed, modified or amended except by a writing signed by both parties,
and this Agreement may not be discharged except by performance in accordance with its terms. This
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns. This Agreement agreed as “accepted” as a “click to enter”.
8. This Agreement sets forth the entire agreement and understanding between the parties as to the subject
matter hereof and merges and supersedes all prior discussions, agreements and understandings of any kind
and every nature between them.
The individuals executing this Agreement on behalf of the Company and TheLastPolarBear.com do each
hereby represent and warrant that they respectively have been and are on the Effective Date duly authorized
to execute this Agreement on behalf of their respective principals.
1. The furnishing of any Confidential Information hereunder shall not be construed as the granting of a
license under any patent, patent application, copyright, copyright registration, trademarks, trade secret or
other proprietary right by the Disclosing Party to any person or entity or as implying any obligation other
than is specifically stated herein. The Receiving Party understands and agrees that it is not allowed to
develop, sell, license or otherwise exploit any products, services, documents or information which
embody in whole or in part any of the Confidential Information. This Agreement shall in no way be
construed as being an agreement of partnership in such a way that any of the individual parties to this
Agreement shall have any claim against any separate dealings, ventures, or assets of any other party;
nor shall any party be liable for any other party’s commitments or liabilities in business or personal
dealings or situations.
2. This Agreement shall be governed by the laws of the State of Michigan, without giving effect to its laws
or rules relating to conflicts of laws. With regard to Confidential Information disclosed hereunder, the
Receiving Party agrees not to export such Information to any country to which such export is prohibited
by laws and regulations of the United States of America. Any controversy or claim arising out of, or the
breach thereof, and which is settled by the parties, shall be settled by arbitration pursuant to the
commercial arbitration rules of the American Arbitration Association, or any court having jurisdiction if
injunctive relief is sought. The law applicable shall be those of the United States of America and the
State of Michigan. All International ICC Non-Disclosure and Non-Circumvention Rules and Provisions
are in effect and will apply to all parties to this transaction and are binding on all parties, including
employees, associates, assigns, designees and third parties for a period of three (3) years from the date
of execution of this Agreement. The parties further agree that jurisdiction of any dispute shall reside
exclusively in the law courts of the jurisdiction of domicile of the aggrieved party.
3. It shall be understood that a signatory cannot be considered or adjudged to be in violation of this
Agreement when said violation is deemed to be involuntary or due to situations beyond their control,
some examples such as acts of God, civil disturbance, theft, or having prior knowledge and/or
possession of the privileged information and/or contact(s) without the intervention or assistance of a
signatory. Essentially, the spirit of this Agreement is one of mutual trust and confidence, for the mutual
benefit of all parties, through the reliance of each principal to do what is fair and equitable.
4. This Agreement shall cover disclosures made for a period of twelve (12) months from the date of
disclosure or the three (3) years from the date of this Agreement, whichever is longer, and includes (but
is not limited to) a project-by-project basis or the life of the current transactions, renewals and
extensions, rollovers, additions or amendments, renegotiations, new contracts or third party assignments
regardless of the success of the initial transaction and/or project(s); provided, however, that the expiry or
termination of this Agreement (for any reason) shall not abrogate either party’s obligation hereunder with
respect to Confidential Information received prior to the date of expiry or termination. Both parties agree
to mutual non-circumvention, specifically the use of information, documents and other knowledge to
advise competing interests of such knowledge, or to structure business relationships that harm either
5. This Agreement is the entire agreement between the parties and supersedes any and all prior
contemporaneous representations, agreements and promises, written or oral, between the parties,
regarding the subject matter of this Agreement. This Agreement may be modified only in writing signed
by both parties hereto. This Agreement shall:
a. continue to govern the delivery of Confidential Information until terminated by written notice from either
party to the other, except that the obligations of the parties hereunder with regard to Confidential
Information disclosed prior to termination shall survive such termination; and
b. apply to any Confidential Information that may have been provided to the Receiving Party prior to the
date hereof, and be binding on the respective parties hereto, their successors and their permitted
assigns, and includes any privileged information of either party in connection with current projects and
any renewals, extensions, rollovers, additions or amendments, renegotiations, new contracts, parallel
contracts or third party assignments relating to a project; and any subsequent referrals from introducing
parties, as well as to the initial transaction regardless of the success of the transaction and/or projects;
c. shall not introduce or refer anyone introduced or referred by another of the signatories, separately
and/or individually, or their associates without permission of the introducing signatory(ies). This
Agreement shall also bind and be effective for the signatories employees, officers, agents, directors,
assignees and/or their delegates; and
d. the signatories hereby confirm that the identities of the corporation(s), individual(s), trusts, lenders,
borrowers, buyers and sellers, including but not limited to any telephone numbers, e-mail or other
addresses, facsimile numbers and any other forms of identification or means of access thereto,
introduced by any of the named signatories or their associates shall remain confidential and proprietary
for the duration of this Agreement.
It is understood that this Agreement is a reciprocal one between the emailed name and accepted click to
enter and shall apply to all parties with regards to their Confidential Information and to the identities of the
corporation(s), individual(s), and/or trusts, lenders or borrowers, buyers or sellers. The spirit of this
Agreement is one of mutual trust and confidence, for the mutual benefit of all parties through the reliance of
each to do what is fair, equitable and reasonable.
By accepting this agreement, you are waiving a legal signature and this agreement is deemed as valid as an
original signature. And agree to all parts within this agreement and are bound to respect this as confidential
and will execute honoring this agreement.