NON-DISCLOSURE AGREEMENT
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In connection with a possible business transaction or enterprise by and between you and Greenpath Networks, Inc. (“GREENPATH”), GREENPATH has furnished or will furnish you with various information relating to existing and/or prospective business opportunities of GREENPATH (the “Business”). Such information, in whole or in part, whether oral or written, together with any additional information furnished to you and analyses, compilations, studies, materials, memoranda, data, notes or documents prepared during the review of the Business by you, your directors, officers, management employees, shareholders, or professional advisors (your “Representatives”) which contain or otherwise reflect such information, is hereinafter referred to as the “Information”. In consideration or our furnishing the Information to you, you agree that: 1. The information will be kept confidential and shall not be disclosed by you or your Representatives in any manner whatsoever, in whole or in part, and shall not be used by your or your Representatives other than solely for the purpose of evaluating and entering into a business transaction or enterprise between GREENPATH and you regarding the Business, and shall be disclosed by you only to your Representatives who have a “need to know” such information for those purposes only and who shall be informed by you of the confidential nature of the Information and who shall have first agreed to be bound by the terms and conditions of the Agreement to the same extent as if they were parties hereto. You shall be responsible for any breach of the Agreement by any of your Representatives and you agree, at your sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or the use of the Information. Without the prior written consent and authorization of GREENPATH, you will not, and will direct your Representatives not to, disclose to any person the fact that the Information has been made available to you, or that you will not circumvent GREENPATH in any manner, or negotiations are taking place concerning the Business, or enter into any agreement, arrangement, or understanding, or any discussions which might lead to such agreement, arrangement or understanding, with any other person regarding a possible transaction involving the Business. The term “person” as used in this Agreement shall be broadly interpreted to include, without limitation, any occupation, company, group, partnership, individual or other entity. If you decide that you do not wish to proceed with a business transaction or enterprise with GREENPATH involving the Business, you will promptly notify GREENPATH of the decision. In that case, or if GREENPATH shall elect at any time to terminate further access by you to the Information for any reason, the Information, including that portion of the Information which consists of analyses, compilations, studies, material, memoranda, data, notes or other documents prepared by you or your Representatives, will be returned to GREENPATH immediately upon GREENPATH’s request without retaining any copies thereof. Notwithstanding the return of the Information, you and your Representatives will continue to be bound by your obligations of confidentiality, non-circumvention and all other obligations hereunder. In the event that you or anyone to whom you transmit the Information pursuant to this Agreement becomes legally compelled to disclose any of the Information, you will provide GREENPATH with prompt written notice before such Information is disclosed so that GREENPATH may seek a protective order or other appropriate remedy is not obtained, you will furnish only that portion of the Information which you are advised by written reasonable opinion of counsel is legally required and will exercise your best efforts to assist GREENPATH in obtaining a protective order or reliable assurance that confidential treatment will be accorded to the Information that is disclosed. Nothing contained herein shall in any way restrict or impair your right to use, disclose or otherwise deal with: (A) Information which at the time of its disclose is, or which thereafter becomes through no act or omission of yours or your Representatives, part of the public domain by publication or otherwise, and Information which you can show was in your possession, or the possession of one or more of your parent, subsidiary or affiliated companies or Representatives at or after the time of disclosure and was not acquired, directly or indirectly, in breach of your confidentiality or non-circumvention obligations hereunder; and information which is developed independently by you or one or more of your parent, subsidiary, or affiliated companies or representatives without reference to any information provided to you hereunder.
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You understand that neither GREENPATH, nor any of its Representatives are making representation or warranty, express or implied, as to the accuracy or completeness of the Information, and that GREENPATH has disclaimed any and all liability to you and your Representatives arising from your use of or reliance on the Information or any errors therein or omissions therefrom.
NON-DISCLOSURE AGREEMENT
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Except as expressly provided herein with respect to the confidentiality and non-disclosure of the information, nothing in the Agreement shall obligate any party in any manner whatsoever with respect to the consummation of negotiations for any transaction or enterprise between and among you and GREENPATH regarding the Business. You agree to reimburse, indemnify and hold harmless GREENPATH and its Representatives from any damage, loss or expense, whether direct, incidental and/or consequential, incurred by GREENPATH as a result of the use of the Information by you or your Representatives contrary to the terms of this Agreement. You agree that money damages would not be sufficient remedy for any breach of this Agreement and, therefore, in addition to any other remedies available to GREENPATH, in the event of your, or your Representatives, breach of the terms hereof, GREENPATH, shall also be entitled to specific performance and injunctive or other equitable relief. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity, including an action for direct, incidental, and/or consequential damages and/or lost profits. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that you or any of your Representatives have breached this Agreement, then you shall be liable and pay to GREENPATH the actual legal fees and expenses incurred by GREENPATH in connection with such litigation including any appeal therefrom. You agree to waive, and to cause your Representatives to waive any requirement for the securing or posting of any bond in connection with such remedy.
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This agreement constitutes the entire Agreement between and among the parties as to the subject matter hereof. No representations have been made by any of the parties except as herein specifically set forth. No rights or obligations other than those expressly recited herein are to be implied from this agreement. This Agreement shall be construed and enforced in accordance with the laws of the State of Oklahoma, without regard to such State’s conflict of laws principles, and the Courts of such state shall have exclusive jurisdiction over any dispute out of or in connection with this Agreement. Sincerely, Greenpath Networks, Inc. GREENPATH Representative Signature ____________________________________________________ Name: (Printed) _________________________________ Title: (Printed) __________________________________
Acknowledged and agreed in accordance with the terms and conditions set forth in the foregoing letter. Your Signature: ____________________________________________________ Name: (Printed) _________________________________ Title: (Printed) __________________________________ Date: _________________________
Your Representative’s Signature (Optional): ____________________________________________________ Name: (Printed) _________________________________ Title: (Printed) __________________________________ Date: _________________________
Your Contact’s Name: (Printed) ______________________________________________________ Contact Telephone Number and Extension Number: __________________________________________________ Contact E-Mail Address: ____________________________________________________