Mutual Confidential Information Exchange Agreement
(Non-Disclosure)
This Mutual Confidential Information Exchange Agreement (hereinafter referred to as the “Agreement”) is made and entered into by and among InventorsIPO., a Texas Business, located at 1108 Harvest Glen, Plano, Texas 75023 USA (hereinafter referred to as “IPO”) and and its parent, subsidiaries, affiliates, employees, officers, directors, principals, associates and other representatives (hereinafter referred to as “Confidant”). During the term of this Agreement, IPO and the Confidant agree to receive information and data (hereinafter referred to as “Confidential Information”) from each other for the sole purpose of evaluating the capabilities, technologies, products and product specifications of each party. Such data shall include, but not be limited to technical information, including preliminary product descriptions and specifications, source code, financial information and forecasts, business plans and trade secrets.
1. As between the parties hereto, the provisions of this Agreement shall supersede the provisions of any legend which may be affixed to the Confidential Information by the disclosing party and the provisions of such legend shall, to the extent it is inconsistent herewith, be without any force or effect.
2. Notwithstanding that this Agreement shall have terminated or expired, each party agrees to keep in confidence and prevent the unauthorized use or disclosure to any unauthorized person or persons of all Confidential Information which is designated in writing, or by an appropriate stamp or legend by the disclosing party to be of a proprietary or confidential nature which is received under this Agreement and to use such data on for the above stated purposes. Confidential Information shall include information disclosed orally only if identified as proprietary information at the time of first oral disclosure and reduced to writing within thirty (30) days thereof. Neither party shall be liable for use or disclosure of any such Confidential Information if the same:
A. Is in the public domain at the time of disclosure;
B. Is known to the receiving party at the time of disclosure;
C. Is used or disclosed with the prior written approval of the other party;
D. Is used or disclosed after three (3) years from the date of this Agreement;
E. Is independently developed by the receiving party;
F. Becomes known to the receiving party from a source other than the disclosing party without a breach of this Agreement by the receiving party.
3. Neither party shall be liable for inadvertent, accidental or mistaken use or disclosure of Confidential Information obtained under this Agreement despite the exercise of the same reasonable precautions as the receiving party takes to safeguard its own proprietary information.
4. Neither execution of this Agreement nor disclosure of Confidential Information hereunder by either party hereto shall be construed as granting to the other, either expressly or otherwise, any license under any invention or patent now or hereafter owned or controlled by such party, nor shall such Agreement or disclosure constitute any representation, warranty or assurance by the transmitting party with respect to any infringement of patents or other rights of third parties.
5. Term. The term of this Agreement, during which Confidential Information may be furnished, shall be from the date hereof to 18 months after such date.
6. Each party shall perform its obligations hereunder without charge to the other. Nothing in this Agreement shall:
A. Grant either party the right to make any commitment of any kind for or on behalf of the other party without the prior written consent of the other party; or
B. Create or be interpreted in any way as a joint venture, partnership or formal business organization of any kind.
7. Termination. Upon expiration or termination of this Agreement, or upon breach of any obligation of this Agreement by the receiving party, or upon request of the disclosing party, all recorded copies of the Confidential Information and portions thereof remaining in the receiving party’s possession shall be returned to the disclosing party or destroyed, and such return or destruction certified to the disclosing party.
8. This Agreement constitutes the entire Agreement and understanding between the parties as to the subject matter hereof, and supersedes and replaces all prior and contemporaneous agreements, written or oral, as to such subject matter.
9. Binding on Heirs and Successors. This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto, Confidant and IPO; but nothing contained in this section shall be construed as a consent by either party to any assignment of this Agreement.
10. Waivers. No waiver, modification or amendment of the terms of this Agreement shall be of any force or effect unless made by an instrument in writing and executed by all parties hereto.
11. Partial Invalidity. Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect unimpaired by the holding of the court.
12. Disputes. Any dispute relating to the interpretation or performance of this Agreement shall be resolved at the request of either party through binding arbitration in accordance with the rules of either the American Arbitration Association or the Texas Arbitration Association. Judgment of any award determined by the arbitrators may be entered in the appropriate court having jurisdiction.
13. Attorneys’ Fees. Should any litigation or arbitration be commenced between the parties to this Agreement concerning the work product developed and its acceptance, or the rights and duties of either party in relation thereto, the prevailing party in such litigation or arbitration shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for its attorneys’ fees.