This Mutual Non-Disclosure Agreement (this “Agreement”) is made as of , by and between Consulting Partners Network, Inc. (a Florida corporation), having its principal office located at 1935 Commerce Lane, Suite 6, Jupiter, Florida, 33458 and , having a principal office located at (each of which is a “Party” and collectively are the “Parties”).
A. This Agreement is being executed in connection with discussions and other exchanges of information that the Parties and their representatives have had or will have for the purpose of examining the possibility of entering into one or more business transactions in connection with the provision of a platform for the delivery and use of services, and for such other purposes as the Parties may agree in writing.
B. The Parties understand that their relationship is one of mutual trust and confidence and that, through such discussions and other exchanges of information, each Party may gain access to Proprietary Information (as defined in Section 1(a)(iii), below) of the other. Each of the Parties agrees that it and each of its officers, directors, employees and counsel will be legally bound by the terms of this Agreement, and shall maintain the confidentiality of all such Proprietary Information in accordance with this Agreement.
Now Therefore, in consideration of the mutual promises and covenants made herein and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, agree that the foregoing Recitals are true and correct and incorporated in this Agreement by reference, and further agree as follows:
(i) “Disclosing Party” means the Party disclosing Proprietary Information to the other Party pursuant to this Agreement.
(ii) “Receiving Party” means the Party receiving Proprietary Information from the other Party pursuant to this Agreement.
(iii) “Proprietary Information” means all information and know-how, regardless of whether or not in writing, of a private, secret or confidential nature that relates to the business, technical or financial affairs of the Disclosing Party, its subsidiaries, affiliates, licensors, customers, potential customers, suppliers or potential suppliers, provided or disclosed to the Receiving Party or which becomes known to the Receiving Party, whether or not marked or otherwise designated as “confidential”, “proprietary” or with any other legend indicating its proprietary nature. Proprietary Information includes, by way of illustration and not limitation, all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, inventions and developments, products, formulas, designs, prototypes, methods, techniques, processes, procedures, computer programs and software (whether as source code or object code), documentation, technologies, plans, summaries and descriptions, vendor information, customer information, personnel information, research, and reports, whether tangible or intangible, and whether or not stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing. Proprietary Information shall further include any such information, materials, tangible or intangible property of customers of, suppliers to or any other third party with whom the Disclosing Party does or considers doing business and who may have disclosed or entrusted such information to a Receiving Party pursuant to or in furtherance of the discussions and exchanges under this Agreement. Proprietary Information shall not include information that: (1) has become public knowledge through legal means without fault by the Receiving Party, (2) is already public knowledge prior to the Disclosing Party’s disclosure of the same to the Receiving Party, (3) is known to the Receiving Party prior to the Disclosing Party’s disclosure of the same pursuant to this Agreement, or (4) is independently developed by the Receiving Party without reference to or use of the Proprietary Information.
a. Maintenance of Confidentiality. With respect to the Disclosing Party’s Proprietary Information, the Receiving Party agrees that it shall secure and keep such Proprietary Information confidential and:
(i) Shall protect and safeguard the Proprietary Information against any unauthorized use, disclosure, report, transfer or publication with at least the same degree of care as it uses for its own confidential or proprietary information, but in no event use less than reasonable care;
(ii) Restrict disclosure to those of its directors, officers, employees or attorneys who clearly have a need-to-know such Proprietary Information, and then only to the extent of such need-to-know, and only in furtherance of the specific purposes of this Agreement;
(iii) Use such Proprietary Information only for the purposes of evaluating the possibility of entering into a business transaction with the Disclosing Party, and not disclose such Proprietary Information other than as set forth above unless the Disclosing Party shall have expressly authorized in writing such disclosure; and
(iv) Not use any Proprietary Information to compete or obtain any competitive or other advantage with respect to the Disclosing Party.
(v) Notwithstanding the foregoing, the Receiving Party shall be entitled to release Proprietary Information to permit it to prosecute or defend any claim under this Agreement or pursuant to an order of a court or government agency; provided, however, in the case of release pursuant to this Section, the Receiving Party shall limit the release to the greatest extent reasonably possible under the circumstances and shall have provided the Disclosing Party with sufficient advance notice to permit the Disclosing Party to seek a protective order or other order protecting its Proprietary Information from disclosure.
b. Ownership. All Proprietary Information, including that which is contained in written and electronic files, letters, memoranda, reports, records, data, sketches, drawings, notebooks, program listings, or other written, photographic, or other tangible, intangible, or other materials, or which shall come into a Receiving Party’s custody or possession, is and at all times shall be the exclusive property of the Disclosing Party or its licensor, to be used by the Receiving Party only for the purposes expressly contemplated by this Agreement.
c. No Rights or Licenses Granted. The Receiving Party shall not acquire hereunder any right whatsoever to any Proprietary Information, including without limitation any right or license of any patent, trademark, copyright, trade secret, moral right or any other right now or later recognized by any law or regulation of any jurisdiction throughout the universe (collectively, “Intellectual Property Rights”) as a result of or in connection with any disclosure hereunder. Accordingly, nothing in this Agreement is intended or shall be construed as a transfer, grant, license, release or waiver of any Intellectual Property Rights in any Proprietary Information.
d. Return of Proprietary Information. At the request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly destroy all of its copies of such Proprietary Information or return the same to Disclosing Party, and in either case shall, within thirty (30) days of receiving such a request, certify in writing its compliance with the terms of this provision. After such destruction or delivery, the Receiving Party shall not retain any copies thereof.
e. No Obligation. Nothing in this Agreement shall be deemed to obligate either Party to disclose any Proprietary Information to the other, or to accept any Proprietary Information of the other.
f. Remedy. Each Party acknowledges the insufficiency of money damages as a remedy for any breach of this Agreement by a Receiving Party, and that any such breach would cause the Disclosing Party irreparable harm. Accordingly, the Disclosing Party, as the case may be, in addition to any other remedies available at law, shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Each Party further agrees to waive the securing or posting of any bond in connection with such remedy. If litigation arises relating to this Agreement, and a court of competent jurisdiction determines that a Party, or any of its respective employees, has breached this Agreement, such Party shall be liable and shall pay to the other Party the reasonable legal fees incurred by the prevailing Party in connection with such litigation, including any appeals therefrom.
a. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
b. No Waiver. No delay or omission by the Disclosing Party in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Disclosing Party on any occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
c. Governing Law. This Agreement is governed by and will be construed in accordance with the laws of the State of Florida without regard to conflicts of law principles.
d. No Relationship Created. Nothing in this Agreement shall be construed as establishing or implying any partnership, agency or joint venture relationship between the Parties, or authorize a Party to commit or bind the other Party in any way whatsoever without obtaining the other Party’s prior written consent.
e. No Commitment. Nothing contained in this Agreement shall be construed as implying any commitment or agreement by either Party to make any investment in the other Party or in any business of the other Party or to enter into any other business arrangements of any nature whatsoever with respect to the other Party.
f. Term. The term of this Agreement shall commence on the Effective Date and shall continue in perpetuity, unless sooner terminated upon written notice by one Party to the other. The obligations of confidentiality hereunder with respect to all Proprietary Information shall survive the termination or expiration of this Agreement.
g. Amendments in Writing. No amendment or modification of any term of this Agreement shall be valid or binding on the Parties unless made in writing and executed on behalf of each Party by a duly authorized representative.
h. No Warranty. No disclosure of any Proprietary Information by the Parties shall constitute any representation or warranty by that Party regarding the accuracy of the same or the non-infringement of any patent, trademark, copyright or any other intellectual property or proprietary right.
i. No Publication. Neither Party shall disclose, publicize or advertise in any manner the discussions or negotiations contemplated by the Agreement without the prior written consent of the other Party, except as may be required by law with the exception of Disclosing Party’s professional advisors and financial sources
j. Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto concerning the subject matter hereof and supersedes any prior or contemporaneous agreements and understandings concerning the subject matter hereof.
k. Counterparts. This Agreement and any amendment hereto may be executed in counterparts, each of which when executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same instrument. This Agreement may be delivered by facsimile or email or future legal data transmission and converted to PDF or the like for scanning purposes and delivery of that document.
l. Notices. All notices, requests and consents under this Agreement shall be in writing and shall be deemed to have delivered (a) on the date personally delivered, (b) on the date mailed, postage prepaid by certified mail with return receipt requested, or (c) when sent via facsimile or email or future legal data transmission and confirmed to the following address as applicable:
If to :
Consulting Partners Network, Inc.:
Mr. Kriss Hammond
1935 Commerce Lane, Suite 6
Jupiter, FL 33458
Phone: (561) 262-5678
Fax: (561) 401-9817
Fax: (___) ___-____
m. Headings. Headings used in this Agreement are for reference only and shall not affect the interpretation of this Agreement in any way
n. Assignment. Consulting Partners Network, Inc. may assign its rights under this Agreement to another party, including a yet-to-be formed company.
In Witness Whereof, the Parties hereto have executed this Agreement as of the date first written above and agree to be legally bound by all terms and conditions contained herein.
For Consulting Partners Network, Inc.: For:
Kriss Hammond, President ,