MUTUAL NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is entered into this _____ day of the month of ____________ in the year of 20_____, by and between _____________________. (Hereinafter referred to as (“_________”) with offices located at ____________________________________ and _______________________________, including, where applicable, its parent, subsidiaries, and affiliates (hereinafter referred to as (“PARTY ”) who may be hereinafter collectively referred to as “Parties” or individually as (a) “Party”. WHEREAS, ___________ and PARTY wish to explore and discuss the potential of certain mutually advantageous business ventures; and WHEREAS, _____________ and PARTY, in furtherance of such exploration and discussions, will exchange certain financial, marketing, sales, scientific, development or other proprietary information; and WHEREAS, _________ and PARTY, each wish to maintain the confidentiality of such information by preventing its unauthorized disclosure;
WITNESSETH:
That for and in consideration of the promises made herein, their mutual and individual interests, and other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, ______________ and PARTY, agree as follows: EXCHANGE OF INFORMATION _________ and PARTY, agree to exchange such information, as that term is defined herein, as is reasonably necessary to evaluate opportunities of mutual interest. CONFIDENTIALITY __________________ and PARTY, agree that the recipient of the information referred to in Article I, shall not disclose, cause, or permit to be disclosed said information to any third party or parties, subject to the exceptions contained in Articles III and IV herein, without the prior written consent of the disclosing Party. III. DISCLOSURE Information may be disclosed to consultants, agents, and advisors of either __________ or PARTY; provided, those to whom information or data is disclosed, regarding or concerning the matters contemplated herein, shall become parties to the Agreement. Either Party may also disclose such information, as it deems appropriate to its employees provided such employees II. I.
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have a need to know. ________________ and PARTY. Agree to enforce the terms and provisions of this Agreement as to any such employee, consultant, agent or advisor who receives information hereunder, and to assume liability for breach of this Agreement by any or all such persons. IV. EXCEPTIONS Notwithstanding anything to the contrary contained herein, the recipient of information disclosed hereunder shall be under no duty to maintain the confidentiality of any such information which: A. At the time of disclosure is within the public domain. B. After disclosure becomes a part of the public domain through no fault, act or failure to act, error, effort or breach of the Agreement by the recipient. C. Is known to the recipient independently of any disclosure by the disclosing Party. D. Is required by order, statute or regulation, of any government authority to be disclosed to any federal or state agency, court or other body; Provided, however, that any Party directed to disclose information pursuant to a subpoena or other legal compulsion shall use its best efforts under the circumstances to notify the disclosing Party of same so as to provide or afford the disclosing Party the opportunity to obtain such protective orders or other relief as the compelling court or other entity may grant. E. Is obtained from a third party who has acquired a legal right to possess and disclose such information. V. RESTRICTION ON USE Neither ___________ nor PARTY, will use for its own purpose(s), nor cause or permit to be used by others, either directly or indirectly, any information disclosed hereunder without the prior written consent of the Party making such disclosure. VI. DEFINITION OF INFORMATION For the purposes of this Agreement “information” includes, but is not necessarily limited to, all notes, books, papers, diagrams, documents, reports, memoranda and all other data or information in whatever form, be it oral or written, disclosed by one Party to the other. VII. TERM OF AGREEMENT The term of this Agreement shall begin on the date on which the last signature is affixed hereto and shall conclude three (3) years after the latest date on which information is disclosed hereunder. However, the recipient’s obligations to protect the disclosing party’s information disclosed hereunder, shall survive from the date of receipt of such information, until such time as the disclosing party discloses it to the public or when it otherwise becomes part of the public domain through no action of the recipient. VIII. REMEDIES Both _____________ and PARTY, acknowledge that the confidentiality provisions contained herein are reasonable in view of the nature of their respective businesses and the confidential information they will each disclose during their discussions, and that any breach of their respective obligations hereunder will cause the other irreparable harm for which the Party harmed will have no adequate remedy at law. As a result the aggrieved Party shall be entitled to
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seek and obtain equitable relief against any breach hereof, in addition to the right to assert any other remedy it may have under this Agreement or otherwise at law or in equity. IX. ENTIRE AGREEMENT The terms and conditions contained herein express the entire Agreement between __________and PARTY, insofar as the exchange of information is concerned, and creates no other obligation or relationship between them. X. MODIFICATION This Agreement may be changed, amended or otherwise modified only by a written statement; provided, such statement is signed by both Parties, expresses their intent to change the Agreement and specifically describes such change(s). XI. COUNTERPARTS/TELEFAX SIGNATURES This Agreement may be signed in two counterparts, each of whom is to be considered an original, and taken together as one and the same document. This Agreement may also be signed via telefax, and signatures obtained in this manner shall be considered original. XII. AUTHORITY OF PARTIES Each Party represents and warrants to the other that it is fully authorized to execute this Agreement and to bind its principal, if any, and to perform its obligations hereunder according to the terms set forth herein. Each Party further represents that its execution of this Agreement and performance of its obligations hereunder, are not and will not be in violation of any obligations it may have to any third party. XIII. INTELLECTUAL PROPERTIES This Agreement grants no copyright, trademark, trade secrets, patent rights, or licenses, express or implied to either Party. XIV. GOVERNING LAW Any and all actions between the Parties regarding the interpretation or application of any term or provision contained herein shall be governed by and interpreted in accordance with the laws of the State of New York. __________ and PARTY, each do hereby respectively consent and agree that the courts of the State of Florida shall have jurisdiction with respect to any and all action brought hereunder, with the exception of those actions which may arise with regard to obtaining protective orders or other relief under Article IV, Paragraph E. XV. DOCUMENT PREPARATION The Parties acknowledge that this Agreement is a product of negotiations and that no inference should be drawn regarding the drafting of this document.
IN WITNESS of their Agreement to the terms and conditions contained herein, _______and PARTY, have caused the following signatures to be affixed hereto:
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Signed this _____day of _____________________ Month of year 20____.
________________________________________ Employee/Party Name
__________________________ Employee/Party Title/Position (if applicable)
________________________________________ Employee/Party Signature
________________________________________ Employer Name
__________________________ Employer Title/Position
________________________________________ Employer Signature
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