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 2033 W. McDermott Rd 320-184
Allen, TX 75013 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.
Acceptance By:
Digital Signature
InventorsIPO
Signature: Dan Stalfire
Name: Dan Stalfire
Title: President
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