{"id":1445,"date":"2019-07-07T22:31:44","date_gmt":"2019-07-08T03:31:44","guid":{"rendered":"http:\/\/eeppaa.tech\/?page_id=1445"},"modified":"2019-07-07T22:34:54","modified_gmt":"2019-07-08T03:34:54","slug":"nda-non-disclosure-agreement-mutual-nondisclosure-and-noncircumvention-compensation-agreement","status":"publish","type":"page","link":"https:\/\/eeppaa.tech\/nda-non-disclosure-agreement-mutual-nondisclosure-and-noncircumvention-compensation-agreement\/","title":{"rendered":"NDA, NON-DISCLOSURE AGREEMENT \u2013 MUTUAL NONDISCLOSURE AND NONCIRCUMVENTION & COMPENSATION AGREEMENT"},"content":{"rendered":"\n
NDA-07Jul19: Download, read, print, sign and return.<\/a>Download<\/a><\/div>\n\n\n\n

MUTUAL NONDISCLOSURE AND\nNONCIRCUMVENTION & COMPENSATION AGREEMENT<\/p>\n\n\n\n

This agreement dated _____of __________ 20___\n(\u201cAgreement\u201d) is made between Richard\nDavid Walker, or his successors or assigns<\/strong>; and ______________________<\/strong>, represented by its _______________________,\n___________________________________________, located at _________________________________________________________________\nto protect the confidential and\/or proprietary information noted herein.  These two parties, and any affiliates or\nsubsidiaries to each, are referred to individually as \u201cParty\u201d or collectively\nas \u201cParties\u201d.<\/p>\n\n\n\n

  1. To\nfacilitate discussions, meetings and the conduct of business between the\nParties with respect to any matter of mutual interest, it may be necessary for\neither Party to disclose to the other confidential or proprietary technical,\ncustomer, strategic, personnel and\/or business information in written, graphic,\noral or other tangible or intangible forms including, but not limited to,\nspecifications, records, data, computer programs, drawings, schematics,\nknow-how, notes, models (whether financial or technical, including kinetic),\nreports, proprietary designs and samples related to technology, strategy,\nsales, financing, operational, acquisition, or development opportunities\n(\u201cConfidential Information\u201d). \nConfidential Information to shall expressly include, but not be limited\nto, business strategies and opportunities, process capabilities (whether proven\nor contemplated), technologies, venders, investor and\/or finance relations, contacts,\nand process advancements.<\/li><\/ol>\n\n\n\n
    • Each\nParty agrees not to circumvent the business affairs of the other, nor urge\naffiliates or other third parties to pursue any transactions currently being\ncontemplated by, or in process, through companies owned, operated, managed, or\ndirectly controlled by the other.  Both\nParties agree not to independently pursue recommendations or transactions proposed\nby the other without prior written consent, or engage or urge affiliates or\nother third parties to pursue the transactions proposed by the other without\nprior written consent.  Consent by either\nParty can be granted in consideration for compensation to be determined by\nmutual agreement of the Parties.<\/li><\/ul>\n\n\n\n
      • Each\nParty acknowledges and agrees<\/li><\/ul>\n\n\n\n
        1. All\nConfidential information required by either Party from the other is, shall be\nand shall remain the exclusive property of the disclosing Party;<\/li><\/ol>\n\n\n\n
          • To\ninform the receiving Party, in advance of any disclosure of Confidential\nInformation, in non-confidential and non-proprietary terms, of the nature of\nthe proposed disclosure, and to afford the receiving Party the option of\ndeclining to receive the Confidential Information;<\/li><\/ul>\n\n\n\n
            • To\nhold all information shared by either Party in writing or via electronic media\nas confidential or proprietary, whether or not it is marked as confidential or\nproprietary;<\/li><\/ul>\n\n\n\n
              • Information\nthat is disclosed orally shall be considered Confidential Information if it is\nin fact Confidential Information, as defined in this Agreement;<\/li><\/ul>\n\n\n\n
                • To\nreceive in confidence any Confidential Information; to limit access to such\nConfidential Information to authorized employees or owners who have a need to\nknow the Confidential Information in order for the Party to participate in the\nmatter of mutual interest described above; and not to disclose such\nConfidential Information to others or authorize anyone else to disclose such\nConfidential Information to others without the prior written approval of the\ndisclosing Party, unless such others are retained by the recipient to advise\nthe recipient on the transaction, including appraisers, lawyers, CPAs,\nengineers, advisors, venders, and any other professionals and independent contractors\n(collectively, Representatives) the recipient believes in good faith are\nnecessary to assist it in making decisions regarding the matter of interest.\nBefore disclosing the other Party\u2019s Confidential Information to a\nRepresentative, the receiving Party must advise the Representative of the\nconfidential nature of the Confidential Information being disclosed and direct\nthe Representative to comply with the confidentiality and non-circumvention\nprovisions of this Agreement.  Each\nreceiving Party shall be responsible for any breach of this Agreement by its\nRepresentatives;<\/em><\/strong><\/li><\/ul>\n\n\n\n
                  • To use\nsuch Confidential Information only for purposes of work, services, analysis, or\ndecision making in conjunction with activities to be pursued with the other\nParty;<\/li><\/ul>\n\n\n\n
                    • To\nreturn promptly to the disclosing Party, or to destroy any copies of such\nConfidential Information in written, graphic or other tangible form at the\ndisclosing Party\u2019s written request;<\/li><\/ul>\n\n\n\n
                      • The\nobligations with respect to Confidential Information shall extend for a period\nof five (5) years following the date of initial disclosure of that Confidential\nInformation, and such obligations shall extend beyond completion of the term of\nthis Agreement for two (2) years; and<\/li><\/ul>\n\n\n\n
                        1. Neither\ndisclosure of Confidential Information nor of this Agreement shall be construed\nas a license to make, use or sell the Confidential Information or products\nderived therefrom.<\/li><\/ol>\n\n\n\n
                          • These obligations do not apply to\nConfidential Information that:<\/li><\/ul>\n\n\n\n
                            1. As\nshown by reasonably documented proof, was in the other\u2019s possession prior to\nreceipt thereof from the disclosing Party (provided however that such prior\ninformation was not conveyed under a prior confidentiality agreement); or<\/li><\/ol>\n\n\n\n
                              • As\nshown by reasonably documented proof, was received by one Party in good faith\nfrom a third party not subject to a confidential obligation to the other Party;\nor <\/li><\/ul>\n\n\n\n
                                • Is\ndisclosed pursuant to a requirement imposed by a governmental agency or is\notherwise required to be disclosed by a lawful requirement, the Party receiving\nthe request for the information shall notify the disclosing Party giving it an\nopportunity to participate in objecting to production of the Confidential\nInformation; or<\/li><\/ul>\n\n\n\n
                                  • Is\nauthorized in writing by the disclosing Party to be released or is designated\nin writing by the disclosing Party as no longer being Confidential Information.<\/li><\/ul>\n\n\n\n
                                    • It is agreed that a violation of any of the\nprovisions of this Agreement may cause irreparable harm and injury to the\nnon-violating Party and that Party shall be entitled, in addition to any other rights\nand remedies it may have at law or in equity, to seek an injunction enjoining\nand restraining the violating Party from doing or continuing to do any such act\nand any other violations or threatened violations of the Agreement.  Neither Party shall be liable to the other,\nwhether in contract or in tort or otherwise, for special, indirect, incidental\nor consequential damages.<\/li><\/ul>\n\n\n\n
                                      • Neither this Agreement nor provision of\nConfidential Information pursuant to it shall be construed as an agreement,\ncommitment, promise, or representation by either party to do business with the\nother or to do anything except as set out specifically in this Agreement.<\/li><\/ul>\n\n\n\n
                                        • This Agreement shall be construed in\naccordance with the laws of the jurisdiction wherein any party, parties or tortfeasor\nis found anywhere in the world or in the United States of America.<\/li><\/ul>\n\n\n\n
                                          • This Agreement is the entire agreement\nbetween the Parties with respect to nondisclosure of Confidential Information\nand supersedes all prior agreements and understandings with respect to this\nsubject.  This Agreement may be amended\nonly by written agreement executed by both Parties.  This Agreement shall not be assigned or\ntransferred by either Party without the prior written consent of the\nother.  This Agreement shall be binding on\nprincipals, agents, successors and permitted assigns of the Parties.<\/li><\/ul>\n\n\n\n
                                            •  Unless\nterminated earlier by written notice, notwithstanding the obligations of the\nAgreement, it shall remain in force for five (5) years. <\/li><\/ul>\n\n\n\n
                                              1.   Each\nparty may execute this Agreement on different dates, in separate places and on\nseparate copies.  Each signature when\ncombined with the others shall constitute a binding agreement when transmitted\nby facsimile and or email attachment sent from one party to the other and such\nfacsimile or emailed copies shall constitute an original and enforceable\nAgreement.<\/li><\/ol>\n\n\n\n

                                                So signed and agreed\nupon by the Parties hereto:<\/p>\n\n\n\n

                                                _____________________________\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/strong>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Richard David Walker<\/p>\n\n\n\n

                                                BY:     \n_______________________                          BY:   _________________________<\/p>\n\n\n\n

                                                DATE: _____ of __________\n20__                            Date:_____\nof _________ 20___<\/p>\n","protected":false},"excerpt":{"rendered":"

                                                MUTUAL NONDISCLOSURE AND NONCIRCUMVENTION & COMPENSATION AGREEMENT This agreement dated _____of __________ 20___ (\u201cAgreement\u201d) is made between Richard David Walker, or his successors or assigns; and ______________________, represented by its _______________________, ___________________________________________, located at _________________________________________________________________ to protect the confidential and\/or proprietary information noted herein.  These two parties, and any affiliates or subsidiaries to each, are […]<\/p>\n","protected":false},"author":2,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"class_list":["post-1445","page","type-page","status-publish","hentry"],"blocksy_meta":[],"_links":{"self":[{"href":"https:\/\/eeppaa.tech\/wp-json\/wp\/v2\/pages\/1445","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/eeppaa.tech\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/eeppaa.tech\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/eeppaa.tech\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/eeppaa.tech\/wp-json\/wp\/v2\/comments?post=1445"}],"version-history":[{"count":2,"href":"https:\/\/eeppaa.tech\/wp-json\/wp\/v2\/pages\/1445\/revisions"}],"predecessor-version":[{"id":1451,"href":"https:\/\/eeppaa.tech\/wp-json\/wp\/v2\/pages\/1445\/revisions\/1451"}],"wp:attachment":[{"href":"https:\/\/eeppaa.tech\/wp-json\/wp\/v2\/media?parent=1445"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}