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HomeMy WebLinkAbout5765NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this "Agreement''), effective this (the "Effective bate`), is by and between Ram Ware, LLC dba e.>Gov Systi '8,282 -Goodwood Blvd., Suite O-, S ton Rouge, LA 70806 anti L� with its. principal office at ` b Z it C_01 , ;.. s il- e_Gov and the Company agree as follows: of &V 201J U") ,with offices at- Me ''Company"); 1. Pur ose, The parties *anticipate exchanging information for the purpose of evaluating potential mutual business opportunities (the "Purpose"), Some or all of such the- information to be disclosed may be proprietary to the disclosing party. 2. Confidential Information. "`Confidential information" shah mean information disclosed by one party`(" E1h;clos ng Party") to the other party. ("Recipient') -in connection with the Purpose, e'en, .if . before the Effective Date, which is in written, electronic, photographic, or in other tangible form (or information provided orally or visually and is identified at the time of disclosure.as being confidential andis confirmed in waiting as being confidential within thirty (30) days of its disclosure) and "which is marked "Confidential",- "Proprietary" or in ,a manner that reasonably indicates it is confidential. Confidential Information snail include, but shall not be limited :to information relating to the business, financial condition; operativris, ;assets and liabilities of Disclosing Darty or its affiliates or their respective customers and suppliers (including 'but not -li'mifed to financial reports, statements and pr9jections, business plans, client lists, marketing material, project plans and :sample deliverables);. any technical data or know-how (including; but no't limited to than which relates to research, products, services, customers, developments, .inventions, processes, designs, drawings, software programs and modifications theeeof)< and all .copies; notes, analyses, or other documents prepared by Recipient which contain, reflect or are based upon; in whole or in, part, the information ,furnished .to Recipient. Recipient hereby . acknowledges that the Confidential In€orrt.nation obtained by it may be valuable and' roprietary' information of Disclosing Party, the disclosure o€ which w6u"Id be harmful to Disclosing.Party. 3. Effective hate. Termination. This Agreement shall terminate the earlier of two (2)..yi~ars.from ;the Effeetiye'Date or when terminated by either party upon not less than fifteen (15) days prior written rnotice to the other, but the oblid4ti61is of Recipient with respect ta. Confidential Information received prior to termination shall survive any such termination for three (3) years from lite Effective date. 4. Restrictions -on Disclosure and _Use. Recipient may use the Confidential Information solely in connection with the Purpose and shall not disclose Confidential Informationoutside .:its. organization except as provided herein. Recipient may disclose the ConfidentiaII Information. within. its organization only to those having a "need to know" for the Purpose and having ori obligation to protect information a's required by this Agreement. In addition, Confidentiaf. Information of Disclosing Party may be disclosed to Recipient's affiliates, financial: institutions; legal counsel, accountants and authorized agents (collectively, "Repeese;nfativ6s") which, in each case, have a "need .to know" in connection with the Purpose and do riot have ars interest competitive or adverse to Disclosing Party; provided, that Recipient takes reasonable measures to ensure that its Representatives do not disclose such Confidential Information' and are informed of the confidential nature of the Confidential Information, and 'as a condition of their' receiving such Cconfidential.Inforrnation, agree in writing to be bound by the terms of this Agreement, Recipient hereby accepts responsibility for any breach of this Agreement by -arty of its Representatives and, at Recipient's sole expense, agrees to take all reasonable measures .(including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential info rmi ation. IN NO CASE SHALL RECIPIENT OR ITS REPRESENTATIVES 'DIRECTLY OR iNDIRECTLY, USE THE CONFIDENTIAL INFOR!0ATION TQ PROCUR Ok PROVIDE GOODS ,4,, OR SERVICES TOTN1a E}TRIMENT . , OF OR C©MPETM V�lTF1 Ti tC�S (�f DI5CLt3 li`tC3 F?ARTY. " 5: Care. `Recipient shall=,use the sane degree of care trt, safeguarding the Confiders#ia# information as ifuses for its• own c6n&dentiaLinf iris ation of like importance, but'.,no=less than reasonable care:: Upon. discovery of: 'any disclosure or misuse of,'Confidential . Information, Recipient .shall, . w. immediately,notifyDisclrising'Party and shail,act.to-prevent any'ft ether disclosure.or misuse; 6. .Exec tions, Recipient's obligation of confidentiality and restriction on use shall not: apply, to information when it (a), is already known or in -the possession of'Recipient wi#hout obligation of confidentiality at the,:time of disclosure oy Ctiselosing. Party .'(b) is or becomes generally, :available to the, public without.itie fault, or negligence of Akipient, -(cj is received by Recipient from°'a. source tither than bisclosong'*Party ithout.,lreach, of an obligation of canfideritiplity owed to, Disclosing Party; or (d) 'is independently devel I6ped by F�ecipient. Without• any'Use of or reliance on Disclosing Party's Co4dehiial, Information:<as evidenced by Recipient's written . records. The. party -claiming any of the foregoing exceptions shall have the burden; of provingtr.the:­ appilidability of such e ception. 7: Fteguired Disclosures. ' Recipiorif is permitted. to disclose Confidential information as required, by Jaiwi ,. regulation,, rules or regulation of a grsvernrrxerit agency, r r subpoena or valid,court order:; `provided, however, ,.that Recipient will '(a} give bisclo�ing Party prompt written notice of a disclos re 'requirorrierit-,in ' advance .af the disclosure; (b) provide reasonable assistance to Disclbsing Party to secure confidential treatment -of the, Confidential Information, ani' jc). c# clow o'rtty such Contdenttal'infdirmation ds Is specific aaiy.rego red by law to be disdla'sed. $; Copies,;' Recipient' sh6ll..rhak0 only, such copies of -#he'• C66fi fential . Information as. ere: necessary for the Purpose. Any such- copies- shall reproduce all proprietary marking included therein, 9. Z Return of. Materials; All. Confidential Information shall remain the- property: of Disclosing Party;: and alt.; capitis and excerpts thereof shall be promptly , returned! to.. Disclostngy' Party.;upora isdlosing Partys .request or the ferminaiion :of #his. Agreement except than Recipient's' 1 gal __. Gf3unsel,rtiay retain a copy, for use only as'a {edard.of.the*dist,Insure:lecipterit'maj+'cFicscsse'to . "destroy such .copies 'and excerpts insteadof" returning ,them;, with'°written n:itice tai C7isclosing Party certifying to the destruction io: Rights Not Granted. Representations: Nothing herein shall .btu construed as -granting to Recipient any "rights, express'or implied, of any ineiudirtg ,4idenses, trademarks, inventions, copyrights, patents,.. or other intellectual property rights in Disclosing. Party's Confidential Irifor:•t=4ation, rather than the limited right to use it for the' 'Purpose: Recipient`goknciwled " ss that N, 'Disclosing Party does not make -arty representation or warranty,. express or .irrtplied, as to: the accuracy or compieteness of the "Gonfiderteal Information and" shalt have no liability %Recipient relating to use of tl e; Confident, rmation or"any errors or, omissions therein: CJiscSosinq.. arty, hereby' represents and warrants that it has the right acid authority to disclose _the: Confidentiai ' Information disclosed or to be disclosed, by it: pursuant ton and for the purposes of; :this. �Ag'reerrsen#: 1`1, Rehi6dies. Each party agrees that a .breach, of this Agreement by Recipient may result in. irreparable 'harrrt to Disclos'irtg .Parity for rhich ;damages .would bean :inadequate remedy arnd,, therefore Disclosing tarty. in addition to any�other remedies, that may, be available in -16w, equity or otherwise,: shall be entltlacl #o eg citable relief; including.immedtate-injunctive relief, in the .event of arty, breach.',or .threatened breach of this Agreement;without requirement, of further proof or posting; of bond. . 12. Entfre Agreetheg This is the eritlre 66reement betw,eep the .parties as to the subject ,mattar `hereof and 'supersedes all .previtsus agreements, .oral ,' or_ written, if any,, among the. parties , regarding the treatment of confidential rnforrriatrcin,it�sclosed to each other. Recipient agr,as that all of the-,provis ons :of this Agreement ril!'apply to1vall of its af. liates'to :the same extent as if they; were signatories-to,.this Agreement:_ -'he; parties 'irnclerst"' d ariii agree that no contrk ,or .gre6ment providing for the entering into:; of.a t€intraetual relationship in connection with the= Purpose shall' be deemed tri exsst between the barti6sy as a, result ref the execution of this. Agreement..or hn connection with the ex;changa of­ft ,e 6onfidenttal Inioir cation ribless and until a,. final'definitive agreement has been executed-and delivered related to the.P,,ufpcase 1:3: Governing Law"and:_Jurisdicil'66. T.his.Agreement shall be governedby .and eonstruedwunder, thrv:la s of the rCb% , rnonwe` 1fh of Virgin:a,. ithout rp,gard.tei the sahfircts.of lavu provisions thereof., The fetlerat and state courts-wrthsri tlfe.,C.orrimbii ealth of'Virgin:la shall have:exclusive jurisdiction ftp adjudicate any dispute, rising obt of thisAgreement_ Thi parties waive any right they,might' have tri jury trial in any proceeding broughtto enforce or relating `to this Agreement. Both parties' obligati ns-,UhOer'this Sectioh survive to rriir abort ovexpiration of this; Agreement., 14. Miscellaneous. If ahy provision af'tfis Agreerrient is held to be illegal; invalid or unenforceable; such 'provlsion shall be eliminated to the e) tent 1hat rt rs' liept invalid or unenforcealale without, invalidating the rermaihder of".such proitist-on or the remaining provisions of this Agreement. Any rmodification o€ or change to this Agee m rit shall be rn Wftting� and signed by bothpatties', This ;A '6 be binding upon and for the beriefitiof�the undersigriecl':earties provided that this 'Agreement may npt.be assigned without written consent of the otFipr party. Failure to enforce an provisions of this �Agceernent shall not constitute; a waiver of arty term .hereof This-Agreement may ;he executed in one ,or more counterpails, ail' of which taken`. together _shall Constitute the Agreement. For purposes of this. Agreement; a fats Of 'a party`s signature printr�ei . b .reC,6ivin, faCsimlle,shaii be deemed an prig na[ signature . iNVITNESS WHEREOF, the parties have 4ritere :into.th"ssa Agreerrient' as:cif the Eftectjve' [7ate.,set forth Rarer tNarrr Ll_C dba,e-Gov S sterns: tifUtPAfiiY NAME - `f•,iJ/ y j