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- It is the intention of the two parties to explore or initiate a business or employment relationship between them. During
- such exploration, either party may disclose to the other certain data, reports, specifications, designs, prototypes, test
- results, trade secrets, client lists, processes, know-how, patentable inventions, plans, or other business, financial or
- technical information, and the like which are and confidential in nature for the Disclosing Party hereinafter referred to
- as “Confidential Information”. The Disclosing party possess valuable information, data and knowhow relating the design,
- development, marketing of Multimedia, Internet Site, Packaging and current clients that it has.
- The “Disclosing Party” shall mean the party hereto disclosing Confidential Information.
- The “Receiving Party” shall mean the party hereto receiving Confidential Information.
- Intending to be legally bound, for good and sufficient consideration, the receipt and sufficiency of which is hereby
- knowledged, the parties hereby agree as follows.
- 1. Any and all Confidential Information shall be in written, electronic or magnetic form and shall be marked “Confidential”,
- “Proprietary”, “Secret” or other term or similar import; or if orally communicated, Confidential Information shall be
- identified as such at the time of communication and confirmed in writing to be confidential by the Disclosing Party within
- thirty (30) days after the disclosure of the Confidential Information.
- 2. The Receiving Party agrees to accept the Confidential Information in confidence and to not disclose it to any third part,
- nor use it for its own benefit without first obtaining a written consent from the Disclosing Party.
- 3. The Receiving Party Further agrees to:
- a. disclose the Confidential Information only to its employees who have “need-to-know” in order to
- evaluate and make decisions contemplated by this Agreement.
- b. exercise the same degree of care with respect to Confidential Information and utilize the same
- procedures and systems to protect such Confidential Information.
- c. Return forthwith, without retaining any copies, any and all Confidential Information to the Disclosing
- Party upon written request by the Disclosing Party.
- 4. The aforementioned obligations shall not be binding on the Receiving Party with respect to any Confidential
- Information which the Receiving Party can prove, by tangible evidence, that the information:
- a. was demonstrably known to the Receiving Party prior to the time of disclosure; or
- b. is or has become known to the general public through no fault or other action of the Receiving Party; or
- c. was obtained lawfully from a third party, who did not obtain such Confidential Information directly or
- indirectly from the Disclosing Party under an obligation to keep it confidential.
- 5. The Receiving Party shall be bound by the provisions of this Agreement up until December 31, 2020.
- 6. This agreement shall be governed by the laws of the State of California and United States Federal Law.
- Bilateral Non-Disclosure, Non-Complete Agreement - continued
- 7. The receiving party agrees that his obligations hereunder are necessary and reasonable to protect the Disclosing
- Party, and expressly agrees that monetary damages would be inadequate to compensate the Disclosing Party for any
- breach of any covenant or agreement set forth herein. The Receiving Party agrees and acknowledges that any such
- violation or threatened violation will cause irreparable injury to the Disclosing Company and that, in addition to any
- other remedies that may be available, in law, in equity or otherwise, the other party shall be entitled to obtain injunctive
- relief against the threatened breach of the Agreement or the continuation of any such breach, without the necessity of
- proving actual damages
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