THIS AGREEMENT is made on date: July 6, 2016, by and between Competitive Inventory Acquisitions. Llc., herein referred (“CIA”), having its principal address at 1730 S FEDERAL HIGHWAY SUITE 102 DELRAY BEACH, FL 33483 and between your company listed below on this form and herein referred to as (“DEALER”}, having its principal address at physical address listed below.
Purpose: CIA and DEALER wish to discuss a business possibility of mutual interest. During such discussions, each party may disclose its Confidential Information to the other. The parties are willing to disclose such confidential information, providing that it is protected from unauthorized use and disclosure. This includes but is no limited to any of the ideas for services and software development concepts described during the course of these communications.
In consideration of such disclosures CIA and Dealer agree as follows:
1. Definition. “Confidential Information means information, technical data or know-how that, if disclosed in written form, is designated in writing to be confidential or proprietary, or if disclosed orally, is summarized and confirmed in writing within thirty (30) days as being confidential or proprietary. Confidential Information does not include information, technical data or know-how that (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party’s files and records in existence prior to the time of disclosure, or (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any wrongful inaction or action of the receiving party, or (iii) is developed independently by the receiving party without use of or reference to the Confidential Information of the disclosing party, or (iv) is properly acquired from a third party having the right to disclose such information, or (v) is approved in writing for release by the disclosing party.
2. Non-Disclosure of Confidential Information. Each party agrees not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except to review and discuss such Confidential Information in order to determine whether to enter into a business relationship with the other party. Neither party shall disclose the Confidential Information of the other party to third parties or to its own employees except employees or employees of affiliated companies who are required to have the information in order to carry out the contemplated business discussions and professional representatives (ie. lawyers, financial advisors, accountants). Each party shall make all individuals to whom Confidential Information of the other is disclosed aware of the terms of this Agreement and instruct each of them to honor such Agreement. Each party agrees that it shall take all reasonable efforts to avoid disclosure of Confidential Information of the other including efforts at least as great as those used to protect its own confidential information. Each party agrees to notify the other party in writing of any misuse or misappropriation of any Confidential Information of the other which may come to its attention.
3. Non-Circumvent. The DEALER and its officers and directors, separately and individually, for two (2) years after the effective date of this Agreement, will not make any effort to circumvent the terms of this Agreement, including but not limited to (a) contracting with any material supplier or customer of CIA which was identified in its disclosure of Confidential Information in a manner that harms CIA, (b) requesting, encouraging, or causing any person, firm, partnership, association, corporation or business entity to withdraw, curtail or cancel a business relationship with CIA which relationship existed prior to or during this Agreement, or (c) hiring or contracting with any present or future employee or independent contractor of CIA without CIA’s permission. This is a reciprocal agreement and the same terms and conditions apply to CIA.
MUTUAL NONDISCLOSURE AGREEMENT
4. Return of Materials. The receiving party shall return promptly to the disclosing party all copies of the disclosing party’s Confidential Information in tangible form after the business discussions have been terminated or at any time upon the disclosing party’s request.
5. No License. Nothing in this Agreement is intended to grant any rights under any patent or copyright of either party and this Agreement does not grant either party any rights in or to the other party’s Confidential Information, except as expressly provided herein.
6. Term. This Agreement will terminate one (1) year from the date of this Agreement. The obligations in this Agreement with respect to Confidential Information disclosed during such period shall survive any termination of this Agreement and shall continue for a period of three (3) years following termination of this Agreement.
7. Remedies. Each party agrees that any violation or threatened violation of this Agreement will cause irreparable harm to the other party, and that the other party shall be entitled to obtain injunctive relief in addition to all legal remedies.
8. Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of Florida, without reference to conflicts of laws principles.
9. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, Dealer has executed this Agreement via Electronic Signature below.