THIS MUTUAL NONDISCLOSURE AGREEMENT IS MADE EFFECTIVE AS OF THIS 10th day of December, 2016, AND IS BETWEEN Project Titan (hereinafter “The Company”) and , as an individual and as an Affiliate/Customer of Project Titan (hereinafter “The Individual/Affiliate”) to assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed or made available to each other.
In reliance upon and in consideration of the following undertakings, the parties agree as follows:
Subject to the limitations set forth in Paragraph 2, all information disclosed to the other party shall be deemed to be “Proprietary Information”. In particular, Proprietary Information shall be deemed to include all information or material that has or could have commercial value or other utility in the business in which Company is engaged. This could include, but is not limited to, any trade secret, information, process, technique, training manual, workbook, design, drawing, formula or test data relating to any research project, work in progress, future development, engineering, manufacturing, marketing, servicing, financing or personnel matter relating to the Company, its present or future products, sales, affiliates, customers, employees, investors or business, whether in oral, written, graphic or electronic form. If Proprietary Information is disclosed in oral form, the Individual/Affiliate shall deem the transmission as Confidential Information and treat it as such.
The term “Proprietary Information” shall not be deemed to include information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of The Individual/Affiliate, generally known or available; (b) is known by The Individual/Affiliate at the time of receiving such information as evidenced by its records; (c) is hereafter furnished to The Individual/Affiliate by a third party, as a matter of right and without restriction in disclosure; (d) is independently developed by the Individual/Affiliate without any breach of this Agreement, or (e) is the subject of a written permission to disclose provided by Company.
The Individual/Affiliate shall maintain all Proprietary Information in trust and strictest confidence and shall not disclose to any third party or use any Proprietary Information for any unauthorized purpose. Each party may use such Proprietary Information only to the extent required to accomplish a common purpose. Individual/Affiliate shall not, without prior written approval of Company, use for Individual/Affiliate’s own benefit, publish, copy, or otherwise disclose to others, or permit the use of by others for their benefit or to the detriment of Company, any Confidential Information. Proprietary information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations. No rights or licenses to trademarks, copyrights or patents are implied or granted under this Agreement.
The non-disclosure provisions of this Agreement shall survive the termination of this Agreement and Individual/Affiliate’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret.
The Individual/Affiliate agrees that, at no time following disclosure to it by Company, shall it manufacture, market, distribute or sell (or contract with any third party to do so on its behalf) any other product using the same or similar information/data, or otherwise so similar in design, function, or appearance as to constitute a “cheaper” version, a “knock-off,” or an “imitation” thereof.
Each party under this Agreement shall advise its potential customers, prospects or downline who might have access to Proprietary Information of the confidential nature thereof and agrees that its prospects shall be bound by the terms of this Agreement. No Proprietary Information shall be disclosed to any potential customer, prospect or downline who does not have a need for such information. The Individual/Affiliate shall not disclose any Proprietary Information to any third party without the Company’s express, written consent.
All Proprietary Information (including all copies thereof) shall remain the property of the Company and shall be returned to the Company (if so ordered) after The Individual/Affiliate’s need for it has expired, or upon request of the Company, and in any event, upon completion or termination of this Agreement.
Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure:
is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof; provided, however, that the responding party shall first have given notice to the other party hereto and shall have made a reasonable effort to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purposes for which the order was issued;
is otherwise required by law, or
is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.
This Agreement contains the final, complete and exclusive agreement of the parties relative to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements related to its subject matter. This Agreement may not be changed, modified, amended or supplemented except by a written instrument signed by both parties.
Each party hereby acknowledges and agrees that in the event of any breach of this Agreement by the other party, including without limitation, the actual or threatened disclosure or unauthorized use of Company’s Proprietary Information without the express written consent of the Company, Project Titan will suffer an irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, each party hereby agrees that the other party shall be entitled to specific performance of The Individual/Affiliate obligations under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
The parties’ rights and obligations under this Agreement will bind and inure to the benefit of their respective successors, heirs, executors and administrators and permitted assigns.
If any provision of this Agreement is found by a proper authority to be unenforceable, that provision shall be severed and the remainder of this Agreement will continue in full force and effect.
Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in writing signed by both parties.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to any principles or conflicts of law. The parties hereto agree to submit any dispute or controversy arising out or relating to this Agreement to arbitration in the State of Florida, Pinellas County, pursuant to the rules of the American Arbitration Association, which arbitration shall be binding upon the parties. Each party will pay their own legal fees and the prevailing party will have no recourse for an award of legal fees.
This Agreement hereto constitutes the entire Agreement and represents and warrants that this Agreement has been duly executed and constitutes a legal, valid, binding obligation. This Agreement shall be binding upon, and enforceable against each of the undersigned, their successors and assigns. A facsimile or scan of this agreement is as binding and enforceable as the original.
By entering my name above I agreed to the terms of the non-disclosure above.