NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT
This Agreement is entered into on [TODAY'S DATE] by [YOUR NAME] of [YOUR COMPANY'S NAME], and Arbor Marketing LLC DBA (dba Social Media Ninjas and Dental Marketing Ninjas), with its principal offices at 114 Kimberly Way, Petaluma CA 94952 (hereinafter called “COMPANY”).
To enable the parties to explore areas of mutual business interest and facilitate any ensuing business relationship, it may be necessary for the parties to disclose to each other information which is of a confidential nature, proprietary to the disclosing party (hereinafter called "Confidential Information").
In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree with respect to such Confidential Information as follows:
As used herein, the term "Confidential Information" shall mean:
a) Tangible information, including reproductions thereof, which has been disclosed by the disclosing party to the receiving party and marked as "Confidential", "Restricted", "Secret", or other similar term.
b) Information which is disclosed orally by the disclosing party and confirmed in writing as confidential.
c) Information which is observed by the receiving party during a visit to the disclosing party's facility and confirmed in writing as confidential within ten (10) days of such observation.
2. Information Excluded
The following information shall not be subject to the obligations set forth in this Agreement:
a) Information which is or becomes available to the public through no breach of this Agreement.
b) Information which is already known to the receiving party and can be shown to be in its possession at the time of disclosure.
c) Information which is subsequently received by the receiving party from a third party that is not under a similar nondisclosure obligation to the disclosing party.
d) Information which is independently developed by either party without reference to the Confidential Information.
e) Information required to be disclosed by the receiving party pursuant to legal authority.
3. Non-Disclosure Obligations
Both parties agree that for a period of three (3) years, commencing on the date of disclosure, it will protect the confidentiality of any Confidential Information by not:
a) Disclosing any Confidential Information to any third party without the prior written consent of the disclosing party;
b) Disclosing any Confidential Information to any employees who do not have a reasonable need to know such information or who have not agreed with the receiving party in writing not to disclose to others or use such Confidential Information for other than the above purpose.
c) Except to the extent required by law or upon the written consent of the other party, neither party shall disclose the existence or subject matter of the negotiations or business relationship contemplated by this Agreement.
Each party's duty to protect Confidential Information shall not exceed the customary degree of care which it exercises in protecting its own proprietary information of similar character.If either party decides not to proceed with a business relationship, or upon the request of either party, the other party shall promptly return all confidential Information and all copies of Confidential Information to the disclosing party, provided that the receiving party may retain one record copy of such information subject to the terms of this Agreement. Such record copy must be kept in a secured location at all times.
a) The disclosure of such Confidential Information to the receiving party shall not cause it to have any rights for use or otherwise with respect to such Confidential Information except for the limited purpose stated herein.
b) No license to the receiving party under any patent now issued or hereafter issuing is granted or implied by the disclosure of any Confidential Information.
5. Governing Law - This Agreement shall be governed by the law of the State of California, United States, excluding rules governing conflict laws.
6. Notices - Notices hereunder shall be in writing and shall be deemed duly given upon delivery if delivered by hand (against receipt) or three (3) days after posting if sent by registered mail, return receipt requested, to the undersigned at the address first above written.
7. Entire Agreement - This Agreement constitutes the entire agreement between the parties with respect to said confidential information and supersedes all previous communications, whether written or oral between the parties hereto and no modification and amendment hereto shall be binding upon either party hereto except by mutual consent by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Non-Disclosure Agreement to be executed by authorized representatives as of the date first above written.