MUTUAL NONDISCLOSURE AGREEMENT
This MUTUAL NONDISCLOSURE AGREEMENT (the "Agreement") is made this day of between User ("Company"), and CK Dexter LLC ("CK Dexter").
1. Purpose. Company and CK Dexter expect to engage in discussions relating to a possible negotiated business transaction, and in connection therewith each party (as to information disclosed by it, the "Disclosing Party") is prepared to furnish the other party (as to information received by it, the "Receiving Party") with certain confidential and proprietary information concerning its business and properties.
2. Definition. "Confidential Information" means any information, technical data, or know-how, including, but not limited to, that which relates to research, data, algorithms, formulae, product plans, products, services, customers, markets, software, source code, materials, developments, inventions, processes, designs, drawings, product or satisfaction surveys, questionnaires, marketing or finances, which Confidential Information is in writing and clearly marked as confidential or proprietary, or if given orally, is confirmed within ten days in writing as having been disclosed as 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 immediately prior to the time of disclosure, (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the Receiving Party; (iii) is independently developed by the Receiving Party, as shown by the Receiving Party’s records; or (iv) the Receiving Party is required to disclose pursuant to a valid order of a court or other governmental body; provided, however, that the Receiving Party shall first have given notice to the Disclosing Party and shall give the Disclosing Party a reasonable opportunity to interpose an objection or obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. Without limiting the generality of the foregoing, Confidential Information includes any notes, summaries, reports, analyses, or other material derived by the Receiving Party from the Confidential Information in whatever form maintained ("Notes").
3. Nondisclosure of Confidential Information. The Receiving Party will not use the Confidential Information disclosed to it by the Disclosing Party for its own use or for any purpose except as necessary to carry out discussions concerning and the undertaking of any business relationship between the two. The Receiving Party will not disclose the Confidential Information of the Disclosing Party to third parties or to the Receiving Party's employees except employees or authorized representatives who have a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature. The Receiving Party will promptly notify the Disclosing Party in writing of any misuse or misappropriation of Confidential Information of the Disclosing Party that may come to its attention.
4. Return of Materials. Any Confidential Information, including materials or documents relating thereto, that have been furnished by the Disclosing Party to the Receiving Party will be promptly returned, accompanied by all duplicates, copies and Notes, after the business possibility has been rejected or concluded or upon a party’s request.
5. No License. Nothing in this Agreement is intended to grant any rights under any patent or copyright of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Disclosing Party's Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship between the parties.
6. No Representations. Disclosing Party makes no representations or warranties, express or implied, as to the accuracy or completeness as to all Confidential Information furnished to the Receiving Party.
7. Term. This Agreement shall terminate one (1) year after the date hereof, or may be terminated by either party at any time upon thirty (30) days written notice to the other party. Each party’s obligations hereunder shall survive the termination of this Agreement and continue in full force and effect for three (3) year(s) from the date hereof, except for information which is a "trade secret", for which the foregoing commitments shall remain in place as long as the applicable Confidential Information retains its status as a trade secret.
8. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information may not be assigned without the prior written consent of the Disclosing Party. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.
9. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, excluding that body of law known as choice of law, and shall be binding upon the parties hereto in the United States and worldwide. All disputes with respect to this Agreement shall be brought and heard exclusively either in the Pennsylvania commonwealth located in Bucks County, Pennsylvania, or the United States district court for the Eastern District of Pennsylvania located in Philadelphia County, Pennsylvania. The parties to this Agreement each consent to the in personam jurisdiction and venue of such courts exclusively.
10. Remedies. The Receiving Party agrees that its obligations hereunder are necessary and reasonable in order to protect the Disclosing Party and the other party's business, and expressly agrees that monetary damages may be inadequate to compensate the Disclosing Party for any breach of any covenant or agreement set forth herein. Accordingly, the Receiving Party agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Disclosing Party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.
Consented by Use
CK Dexter LLC
Douglas J Barnett
CEO & Managing Member
54 East Oakland Avenue
Doylestown PA 18901