Business Non-Disclosure Agreement

BUSINESS NON-DISCLOSURE AGREEMENT

This Business Non-Disclosure Agreement (the Agreement) is entered into as of by and between with principal address at (Disclosing Party), and with principal address at (Receiving Party). Each of Disclosing Party and Receiving Party may be referred to individually as a Party and collectively as the Parties.

WHEREAS

WHEREAS, Disclosing Party possesses certain confidential and proprietary information that is valuable to its business and which the Disclosing Party desires to protect from unauthorized disclosure; and

WHEREAS, Receiving Party is willing to receive such confidential information solely for the purpose of evaluating or performing the business relationship described in the Scope of Work section below and agrees to maintain the confidentiality of such information in accordance with the terms of this Agreement; and

WHEREAS, the Parties intend that this Agreement govern the receipt, use and protection of Confidential Information exchanged between them.

DEFINITIONS

1. "Confidential Information" means all non-public, proprietary, or confidential information disclosed by Disclosing Party to Receiving Party, whether disclosed orally, visually, or in writing, including but not limited to technical data, product plans, designs, trade secrets, business processes, customer lists, pricing, financial information, and third-party confidential information that Disclosing Party is obliged to protect. Confidential Information does not include information that:

(a) is or becomes generally available to the public other than through a breach of this Agreement by Receiving Party; (b) was within Receiving Party's lawful possession prior to disclosure by Disclosing Party without confidentiality obligations; (c) is rightfully received by Receiving Party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

SCOPE OF WORK

USE AND NON-DISCLOSURE

Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted under this Agreement; and (c) use Confidential Information solely for the Purpose described in the Scope of Work. Receiving Party may disclose Confidential Information to its employees, agents, contractors or affiliates who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. Receiving Party shall remain liable for any breach caused by such permitted recipients.

PAYMENT TERMS

The Parties acknowledge that the payment terms set forth above constitute consideration for the disclosure of Confidential Information and for the obligations undertaken by Receiving Party under this Agreement.

TERM AND TERMINATION

Except as otherwise provided herein, the obligations of confidentiality with respect to Confidential Information disclosed during the Term shall continue for the duration specified above and, with respect to trade secrets or information that by its nature requires ongoing protection, for so long as such information remains protectable under applicable law. Either Party may terminate this Agreement upon written notice to the other Party, provided that termination shall not relieve Receiving Party of its obligations with respect to Confidential Information received prior to termination.

RETURN OR DESTRUCTION OF MATERIALS

Upon Disclosing Party’s written request or upon termination of this Agreement, Receiving Party shall promptly return or destroy, at Disclosing Party’s election, all documents and materials containing or embodying Confidential Information and shall certify in writing the destruction of all such materials and any copies thereof, except that Receiving Party may retain one archival copy solely for compliance and audit purposes subject to the confidentiality obligations herein.

INJUNCTIVE RELIEF

The Parties agree that monetary damages would be an inadequate remedy for any breach of this Agreement and that Disclosing Party shall be entitled to seek injunctive relief or specific performance in addition to any other available remedies, without the requirement to post bond or prove actual damages.

NO LICENSE; NO WARRANTY

Nothing in this Agreement grants Receiving Party any rights in or to Disclosing Party’s Confidential Information except as expressly set forth herein. All Confidential Information is provided "AS IS" without any warranty, express or implied, as to its accuracy or completeness.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the governing jurisdiction specified above, without regard to its conflicts of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; neither Party may assign this Agreement without the prior written consent of the other Party.

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