This Non-Disclosure Agreement (the "Agreement") is entered into by and between Daniel Newell (hereinafter referred to as the "Disclosing Party"), and the undersigned individual (hereinafter referred to as the "Recipient").
Confidential Information: "Confidential Information" shall mean any and all information disclosed by the Disclosing Party to the Recipient, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, without limitation, business plans, financial information, customer lists, technical data, trade secrets, know-how, inventions, product plans, marketing strategies, business ideas, and any other information that is not generally known to the public.
Non-Disclosure: The Recipient agrees that it will not disclose, reveal, or make use of any Confidential Information for any purpose other than to evaluate and engage in discussions concerning a potential business relationship between the parties. The Recipient shall use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
Exclusions: The obligations set forth in this Agreement shall not apply to any information that: (a) is or becomes publicly known through no fault of the Recipient; (b) was rightfully in the Recipient's possession prior to receipt from the Disclosing Party; (c) is rightfully disclosed to the Recipient by a third party without restriction on disclosure; or (d) is independently developed by the Recipient without reference to or
use of the Disclosing Party's Confidential Information.
Return of Materials: Upon written request by the Disclosing Party, the Recipient shall promptly return or destroy all documents, notes, files, emails, data, and other materials relating to the Confidential Information and shall provide written certification of such destruction.
Duration: This Agreement shall remain in effect for a period of 12 months unless otherwise terminated by mutual agreement of the parties.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of California, without regard to its conflicts of laws provisions.
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Entire Agreement: This Agreement constitutes the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral, between the parties relating to such subject matter.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.