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  1. It is the intention of the two parties to explore or initiate a business or employment relationship between them. During
  2.  
  3. such exploration, either party may disclose to the other certain data, reports, specifications, designs, prototypes, test
  4.  
  5. results, trade secrets, client lists, processes, know-how, patentable inventions, plans, or other business, financial or
  6.  
  7. technical information, and the like which are and confidential in nature for the Disclosing Party hereinafter referred to
  8.  
  9. as “Confidential Information”. The Disclosing party possess valuable information, data and knowhow relating the design,
  10.  
  11. development, marketing of Multimedia, Internet Site, Packaging and current clients that it has.
  12.  
  13. The “Disclosing Party” shall mean the party hereto disclosing Confidential Information.
  14.  
  15. The “Receiving Party” shall mean the party hereto receiving Confidential Information.
  16.  
  17. Intending to be legally bound, for good and sufficient consideration, the receipt and sufficiency of which is hereby
  18.  
  19. knowledged, the parties hereby agree as follows.
  20.  
  21. 1. Any and all Confidential Information shall be in written, electronic or magnetic form and shall be marked “Confidential”,
  22.  
  23. “Proprietary”, “Secret” or other term or similar import; or if orally communicated, Confidential Information shall be
  24.  
  25. identified as such at the time of communication and confirmed in writing to be confidential by the Disclosing Party within
  26.  
  27. thirty (30) days after the disclosure of the Confidential Information.
  28.  
  29. 2. The Receiving Party agrees to accept the Confidential Information in confidence and to not disclose it to any third part,
  30.  
  31. nor use it for its own benefit without first obtaining a written consent from the Disclosing Party.
  32.  
  33. 3. The Receiving Party Further agrees to:
  34.  
  35. a. disclose the Confidential Information only to its employees who have “need-to-know” in order to
  36.  
  37. evaluate and make decisions contemplated by this Agreement.
  38.  
  39. b. exercise the same degree of care with respect to Confidential Information and utilize the same
  40.  
  41. procedures and systems to protect such Confidential Information.
  42.  
  43. c. Return forthwith, without retaining any copies, any and all Confidential Information to the Disclosing
  44.  
  45. Party upon written request by the Disclosing Party.
  46.  
  47. 4. The aforementioned obligations shall not be binding on the Receiving Party with respect to any Confidential
  48.  
  49. Information which the Receiving Party can prove, by tangible evidence, that the information:
  50.  
  51. a. was demonstrably known to the Receiving Party prior to the time of disclosure; or
  52.  
  53. b. is or has become known to the general public through no fault or other action of the Receiving Party; or
  54.  
  55. c. was obtained lawfully from a third party, who did not obtain such Confidential Information directly or
  56.  
  57. indirectly from the Disclosing Party under an obligation to keep it confidential.
  58.  
  59. 5. The Receiving Party shall be bound by the provisions of this Agreement up until December 31, 2020.
  60.  
  61. 6. This agreement shall be governed by the laws of the State of California and United States Federal Law.
  62.  
  63. Bilateral Non-Disclosure, Non-Complete Agreement - continued
  64.  
  65. 7. The receiving party agrees that his obligations hereunder are necessary and reasonable to protect the Disclosing
  66.  
  67. Party, and expressly agrees that monetary damages would be inadequate to compensate the Disclosing Party for any
  68.  
  69. breach of any covenant or agreement set forth herein. The Receiving Party agrees and acknowledges that any such
  70.  
  71. violation or threatened violation will cause irreparable injury to the Disclosing Company and that, in addition to any
  72.  
  73. other remedies that may be available, in law, in equity or otherwise, the other party shall be entitled to obtain injunctive
  74.  
  75. relief against the threatened breach of the Agreement or the continuation of any such breach, without the necessity of
  76.  
  77. proving actual damages
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