CONFIDENTIALITY & NON DISCLOSURE AGREEMENT
Thank you for your business.
This Non- disclosure Agreement (this “Agreement”) is made effective as of DATE SPECIFIED ON DIGITAL FORM ATTACHED (the “Effective Date”), by and between Black Square Group (the “Owner”), of 813 Saucon View Drive, Bethlehem, Pennsylvania 18015, and NAME SPECIFIED ON DIGITAL FORM ATTACHED (the “Recipient”), of COMPANY NAME AND ADDRESS SPECIFIED ON DIGITAL FORM ATTACHED.
The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material and information, which may be disclosed between the Owner and the Recipient, the Owner agrees to protect the confidential material and information that the Recipient disclosed to the Owner. Therefore, the parties agree as follows:
- CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to the Owner/the Recipient, whether or not owned or developed by the Owner/the Recipient, which is not generally known other than by the Owner/the Recipient, and which the Recipient may obtain through any direct or indirect contact with the Owner/the Recipient. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Owner/the Recipient concerning the business, technology and information of the Owner/the Recipient and any third party with which the Owner/the Recipient deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contract, financial information, pricing structure, discounts, computer programs and listings, source doe and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.
- “Confidential Information” does not include:
- matters of public knowledge that result from disclosure by the Owner/the Recipient;
- information rightfully received by the Recipient/the Owner from a third party without a duty of confidentiality;
- information independently developed by the Recipient/the Owner;
- information disclosed by operation of law;
- information disclosed by the Recipient/the Owner with the prior written consent of the Owner/the Recipient;
- and any other information that both parties agree in writing is not confidential.
- PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner/the Recipient by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner/the Recipient which provides the Owner/the Recipient with a significant competitive advantage, and needs to be protected by improper disclosure. In consideration for the receipt by the Recipient/the Owner of the Confidential Information, the Recipient/the Owner agrees as follows:
- No Disclosure. The Recipient/The Owner will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner/the Recipient.
- No Copying/Modifying. The Recipient/The Owner will not copy or modify any Confidential Information without the prior written consent of the Owner/the Recipient.
- Unauthorized Use. The Recipient/The Owner shall promptly advise the Owner/the Recipient if the Recipient/the Owner becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
- Application to Employees. The Recipient/The Owner shall not disclose any Confidential Information to any employees of the Recipient/the Owner, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Owner/the Recipient.
- UNATHORIZED DISCLOSURE OF INFORMATION – INJUNCTION. If it appears that the Recipient/the Owner has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner/the Recipient shall be entitled to an injunction to restrain the Recipient/the Owner from disclosing the Confidential Information in whole or in part. The Owner/The Recipient shall not be prohibited by the provision from pursuing other remedies, including a claim for losses and damages.
- NON-CIRVUMVENTION. For a period of two (2) years after the end of the terms of this Agreement, the Recipient/the Owner will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Owner/Recipient to Recipient/Owner for the purpose of circumventing, the result of which shall be to prevent the Owner/Recipient from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner/Recipient. If such circumvention shall occur the Owner/Recipient shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.
- RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owner/the Recipient, the Recipient/the Owner shall return to the Owner/the Recipient all written materials containing the Confidential Information. The Recipient/The Owner shall also deliver to the Owner/the Recipient written statements signed by the Recipient/the Owner certifying that all materials have been returned within two (2) days of receipt of the request.
- RELATIONSHIP OF PARTIES. Neither party has an obligation under the Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnerships, or joint venture.
- NO WARRANTY. The Recipient/The Owner acknowledges and agrees that the Confidential Information is provided on an “AS IS” basis. THE OWNER/THE RECIPIENT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner/The Recipient does not represent or warrant that any product or business plans disclosed to the Recipient/the Owner will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient/the Owner in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.
- LIMITED LICENSE TO USE. The Recipient/The Owner shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient/The Owner acknowledges that, as between the Owner/the Recipient and the Recipient/the Owner, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner/the Recipient, even if suggestions, comments, and/or ideas made by the Recipient/the Owner are incorporated into the Confidential Information or related materials during the period of this Agreement.
- INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.
- ATTORNEY’S FEES. In any legal between the parties concerning the Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.
- TERM. The obligations of this Agreement shall survive 1 year from the Effective Date or until the Owner send the Recipient/the Owner written notice releasing the Recipient/the Owner form this Agreement. After that, the Recipient/the Owner must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure for an additional 1 year.
- GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the STATE SPECIFIED ON DIGITAL FORM ATTACHED. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
- SIGNATORIES. This Agreement shall be executed by Rogelio Castillo, CEO, on behalf of Black Square Group and NAME SPECIFIED ON DIGITAL FORM ATTACHED and delivered in the manner prescribed by law as of the date first written on form attached.