RECIPROCAL NON-DISCLOSURE AGREEMENT
This Corporate Non-Disclosure Agreement (“Agreement”) is entered into and made effective on the date set forth below, between The Reputation Management Company. and the Participant, as identified below, and its affiliates/worldwide subsidiaries (the “Participant”).
THE PARTIES AGREE AS FOLLOWS:
1. Confidential Information. The confidential, proprietary and trade secret information of the disclosing party (“Confidential Information”) to be disclosed hereunder is (i) information in tangible form that bears a “confidential,” “proprietary,” “secret,” or similar legend, and (ii) discussions relating to that information whether those discussions occur prior to, concurrent with, or following disclosure of the information. The disclosing party shall make reasonable efforts to mark its confidential information in tangible form with any of the aforementioned legends prior to disclosure. However, the disclosing party’s information in tangible form that does not bear any of these legends, and discussions relating to that information, shall nevertheless be protected hereunder as Confidential Information, if the receiving party knew, or should have reasonably known under the circumstances, that the information was confidential and had been communicated to it in confidence.
2. Obligations of Receiving Party. The receiving party will maintain the confidentiality of the Confidential Information of the disclosing party with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. The receiving party will not disclose any of the disclosing party’s Confidential Information to any employees or to any third parties except to the receiving party’s employees, parent company, affiliates and subsidiaries who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein; provided that the receiving party will be liable for breach by any such entity. For the purposes of this Agreement, the term “employees” shall include independent contractors of each party. The receiving party will not make any copies of the Confidential Information received from the disclosing party except as necessary for its employees, parent company, affiliates and subsidiaries with a need to know. Any copies, which are made, will be identified as belonging to the disclosing party and marked “confidential”, “proprietary” or with a similar legend.
3. Termination of Obligation of Confidentiality. The confidentiality obligations set forth in this Agreement shall bind the Parties for a period of five (5) years from the date of disclosure of Confidential Information, unless any of the exceptions set forth in Section 4 below occurs.
4. Exceptions to the Obligation of Confidentiality. The receiving party will not be liable for the disclosure of any Confidential Information which is:
- generally made available publicly or to third parties by the disclosing party without restriction on disclosure;
- rightfully received from a third party without any obligation of confidentiality;
- rightfully known to the receiving party without any limitation on disclosure prior to its receipt from the disclosing party;
- independently developed by employees and / or independent contractors of the receiving party; or
- required to be disclosed in accordance with applicable laws, regulations, court, judicial or other government order, provided that the receiving party shall give the disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order.
5. Title. Title or the right to possess Confidential Information as between the parties will remain in the disclosing party.
6. Non Compete. The receiving party agrees not to compete with the disclosing party for products and services of the disclosed information; and the receiving party agrees not to duplicate, copy or replicate in any manner the information and materials provided.
7. No Obligation of Disclosure; Termination. Neither party has any obligation to disclose Confidential Information to the other. Either party may terminate this Agreement at any time without cause upon written notice to the other party; provided that each party’s obligations with respect to Confidential Information disclosed during the term of this Agreement will survive any such termination. Either party may, at any time: (a) cease giving Confidential Information to the other party without any liability, and/or (b) request in writing the return or destruction of all or part of its Confidential Information previously disclosed, and all copies thereof, and the receiving party will promptly comply with such request, and certify in writing its compliance.
- This Agreement is neither intended to nor will it be construed as creating a joint venture, partnership or other form of business association between the parties, nor an obligation to buy or sell products using or incorporating the Confidential Information.
- Both parties understand and acknowledge that no license under any copyrights, trademarks, or maskworks is granted to or conferred upon either party in this Agreement or by the disclosure of any Confidential Information by one party to the other party as contemplated hereunder, either expressly, by implication, inducement, estoppel or otherwise, and that any license under such intellectual property rights must be express and in writing.
- The failure of either party to enforce any right resulting from breach of any provision of this Agreement by the other party will not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder.
- This Agreement will be governed by the laws of the State of Delaware without reference to conflict of laws principles, if any.
- This Agreement constitutes the sole and entire agreement between the parties with respect to the Confidential Information and all restrictions thereon; it supersedes any and all prior or contemporaneous oral or written agreements, negotiations, communications, understandings and terms, whether express or implied regarding the Confidential Information, and may not be amended except in a writing signed by a duly authorized representative of the respective parties. Any other agreements between the parties, including non-disclosure agreements, will not be affected by this Agreement.
- The disclosing party disclaims all warranties regarding all Confidential Information disclosed pursuant to this Agreement, including all warranties as to the accuracy or utility of such Confidential Information.