Return to home page
Non Disclosure Agreement
This Non-Disclosure agreement (the "Agreement"), dated is by and between Ezybonds Inc of Level 2, BCI House, Rarotonga, Cook Islands ("Disclosing Party") and ("Receiving party") in connection with Receiving Party (and its affiliates) and the Disclosing Party exploring the possibility of a business transaction of mutual interest. In connection with this possibility both parties recognize that there is need for each party to disclose Proprietary Information to the other party. As an express condition to such disclosure, both parties agree as follows:
1. Non-Disclosure and Limited Use:
The party receiving Proprietary Information and any Director, Officer, Employee, Subsidiary or affiliate of it (the "Recipient") shall hold all Proprietary Information (as defined in Paragraph 2) in strict confidence and shall not disclose any Proprietary Information to any Third Party. Recipient shall disclose information to only those employees who need to know such information to evaluate the possible business transaction with the party disclosing such Proprietary Information (the "Discloser"), and who have signed agreements that obligate them to treat Proprietary Information as require under this agreement. Recipient shall not use Proprietary Information for any purpose except to evaluate the possible business transaction. Recipient shall take all possible measures to protect the confidentiality and avoid unauthorized use, disclosure, publication, or dissemination of Proprietary Information; provided, however, that such measures shall be no less stringent than measures taken to protect its own confidential and Proprietary Information. No copies of Proprietary Information shall be made unless approved in writing by the Discloser.
2. Description of Proprietary Information:
"Proprietary Information" in this agreement means all information and any idea in whatever form, tangible or Intangible, whether disclosed to or learned by the Recipient, pertaining in any manner to the business of the Discloser or to Discloser's affiliates, subsidiary, consultants or business associates, unless (i) the information is or becomes publicly known through legal means; or (ii) the information for rightfully in Recipient's possession or part of part of Recipient's general knowledge prior to exploring the possibility of exploring business transaction of mutual interest ; or (iii) the information is disclosed to Recipient without confidential or proprietary restrictions. "Proprietary Information" includes, without limitation the following: (a) schematics, techniques, employee suggestions, development tools and processes, computer printouts, compute programs, design drawings and manuals, and improvements; (b) information about cost, profits, markets and sales; (c) plans for future developments and new product concepts; and (d) all documents, books, papers, designs, models, sketches and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to Recipient by Discloser , as well as verbal instructions or comments.
3. Continuing Obligation and Return of Materials:
Whether or not the business transaction subject of negotiation hereunder is consummated, the covenants pertaining to non-disclosure shall remain in full force indefinitely, unless Discloser specifically and in writing agrees to release all or part of Proprietary Information from the non-disclosure restrictions imposed herein. Upon conclusion or termination of discussions between the Receiving Party and Disclosing Party, or at any time at the Discloser's request, (i) the Recipient shall return immediately to Discloser all materials (in written, electronic or other form) containing or constituting Proprietary Information, including any copies, and (ii) Recipient shall not use Propriety Information in any way for any purpose.
4. Notice of Disclosure:
In the event that the Recipient is requested or becomes legally compelled to disclose Propriety Information of other party, it is agreed that such party will provide the other with prompt written notice of such request to enable the Discloser to seek a protective order to protect and preserve the confidential nature of the Proprietary Information. In such event, each party agrees that it will furnish only that portion of Proprietary Information which is legally required and would exercise reasonable efforts to obtain reliable assurance that confidential treatment would be accorded to the portion of the Proprietary Information and other information which is being disclosed.
5. Confidentiality of Discussions:
Neither party shall disclose the existence of discussions between the parties hereto and the nature or substance of those discussions.
6. Choice of Law:
This agreement would be governed by and construed in accordance with the laws of the Cook Islands without giving effect to its conflict of law rules. The parties intend that Section 7 is enforced to the greatest extent in time, area and degree of participation as is permitted by law.
Recipient agrees that unauthorized disclosure of or use of Proprietary Information will cause irreparable harm and injury, which may be difficult to ascertain, thus making any remedy at law or in damages inadequate. Therefore, Recipient agrees that the Discloser shall have the right to apply to any court of competent jurisdiction for order restraining any breach or threatened breach of this agreement and any other relief Discloser deems appropriate. This right shall be in addition to any other remedy available to Discloser in law or equity.
This agreement shall be binding upon and for the benefit of Receiving Party (and its affiliates) and Disclosing Party and their successors and assigns. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement supersede and replaces any existing agreement entered into by the Receiving Party and Disclosing Party relating generally to the same subject matter, and may be modified only in writing signed by the parties. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof.
|ACCEPTED AND AGREED:
|Company Name: Ezybonds Inc
|Address: Level 2, BCI House
Rarotonga, Cook Islands