NON-CIRCUMVENT, NON-DISCLOSURE AGREEMENT
Divina Biotech LLC and/or all subsidiaries thereof, et al (hereinafter “Disclosing Party”), is providing confidential information and interested in discussing certain business relations with the below named Person (hereinafter “Recipient”).
Disclosing Party and Recipient, for their mutual benefit and pursuant to a working relationship, anticipate the Disclosing Party may disclose or deliver to Recipient vital information, knowledge, Confidential Information, and/or Proprietary Information specifically for development and progress of the Disclosing Party. The term Proprietary Information shall include but not be limited to:
Any and all disclosed information either digitally, verbally, electronically or in writing that may or may not be specially known. Such technical achievements, intellectual property, proprietary information, trade secrets, confidential or proprietary information designated as such either orally or in writing by the Disclosing Party. All managerial and business model concepts, point of contacts, clients, agents, discoveries, inventions, know-how, concepts, processes, products, methods, renovations, documents, components, parts, scientific discoveries, information, data, plans, programs, specifications, techniques, processes, other information or knowledge both written and oral, of a secret or not, of confidential or proprietary nature, any public information that collectively develops a unique product or design, including without limitation any and all information relating to research, design or development of technologies, any and all subject matter claimed in, related to or disclosed by any patent application prepared or filed by or behalf of by Disclosing Party in any jurisdiction, and any amendments or supplements thereto any technical or non-technical data, formulae, patterns, compilations, devices, methods, designs, procedures, improvements, models or manuals of the Disclosing Party or which are licensed or not licensed by the Disclosing Party, any financial data or lists of actual or potential customers or suppliers of the Disclosing Party, and any information regarding the Disclosing Party’s marketing, investors, sales or dealer network.
The Disclosing Party and the Recipient acknowledge and agree that the Recipient shall benefit greatly from the educational or informative process taught to the Recipient by the Disclosing Party, and this key information is very important and extremely valuable. Recipient agrees and understands that such Information may lead Recipient to certain knowledge, understandings, and resources that the Recipient would not otherwise have attained if not for the Disclosing Party informing and bringing the Recipient up to speed within the scope of the Confidential Information. The recipient understands that although some or most of the information may be available publicly, that the very specific use, application, method or otherwise of the collective body of Confidential Information creates the monetary value and is necessary to the future of the Disclosing Party and may cause devastating harm if disclosed in any manner outside the terms herein.
In consideration of the foregoing premises, and the mutual covenants contained herein, Disclosing Party and Recipient hereby agree as follows:
a. Recipient hereby represents and warrants that, in entering into this Agreement, they are not in violation of any contract or agreement, whether written or oral, with any other person, firm, partnership, company or other entity to which they are a party or by which they are bound and will not violate or interfere with the rights of any other person, firm, partnership, company or other entity.
a. Recipient shall hold in confidence, and shall not disclose to any person or entity, any Proprietary Information or Confidential Information. The Recipient shall use such Proprietary Information only for the purpose for which it was disclosed and shall not use or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Disclosing Party.
b. Recipient shall disclose Proprietary Information received by it under this Agreement only to persons designated in writing by Disclosing Party on a need to know basis in the course of the performance of their duties and only to those who are bound to protect the confidentiality of such Proprietary Information.
c. Recipient shall maintain protection of the Confidential Information of the Disclosing Party, whether under trademark or not.
d. The Disclosing Parties rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each use or creation of Intellectual Property notwithstanding that it is perfected, improved, reduced to specific form or used after termination the this Agreement.
e. Recipient will not during, or for a period of Three (3) years after termination of, this Agreement, in any form or manner, directly or indirectly, divulge, disclose or communicate to any person, entity, firm, Company or any other third party, or utilize for the Employee's personal benefit or for the benefit of any competitor of the Company, any Confidential Information.
f. Recipient is required to notify Disclosing Party of any inquiries immediately or as soon as possible of the inquiry from but not limited to any third parties, businesses, individuals, agencies, governmental or regulatory authority.
g. If any member within the organization of Disclosing Party, requests or attempts to obtain information from Recipient who does not have authorization for such information, Recipient shall notify Disclosing Party immediately or as soon as possible.
h. Recipient acknowledges that remedies at law would be inadequate to protect
the Disclosing Party
against any actual or threatened breach of this Agreement by Recipient, and, without prejudice to any other rights and remedies otherwise available to
, Recipient agrees to the granting of injunctive relief in
’s favor without proof of actual damages.
If Recipient is (i) requested in any judicial or administrative proceeding or by any governmental or regulatory authority to disclose any Confidential Information, Recipient shall give
prompt notice of such a request so that
may seek an appropriate protective order, waive compliance or (ii) compelled by a judicial or administrative proceeding or by any governmental or regulatory authority to disclose the Confidential Information, it will give
prompt notice of such event and will furnish only that portion that is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be afforded to the Confidential Information.
a. During the term of this Agreement and for a period of Three (3) years following termination or cessation of this Agreement, Recipient agrees and covenants that they will not, for any reason, directly or indirectly, employ, solicit or endeavor to entice away from the Disclosing Party or any of its affiliates (whether for his own benefit or on behalf of another person or entity), or facilitate the solicitation, employment or enticement of, any employees, investors, clients, of the Disclosing Party to work for Recipient, any affiliate of Disclosing Party or any competitor of the Disclosing Party, nor will Recipient otherwise attempt to interfere (to the Disclosing Party’s detriment) in the relationship between the Disclosing Party or any of its affiliates and any such employees, investors, or clients regardless of how or who may have introduced such contacts to the Disclosing Party.
a. During the term of this Agreement and for a period of Three (3) years following termination or cessation of this Agreement, Recipient may learn from the Disclosing Party or from principals, the names and telephone numbers of the Disclosing Party’s network of investors, clients, employees, professionals, patients, individuals, trusts, or buyers and sellers hereinafter called Contacts. Recipient acknowledges, accepts and agrees that the identities of any Contacts made by and through the Disclosing Party’s network, will be recognized as exclusive and valuable and the Recipient and will remain so, during and for a period of Three (3) years following termination or cessation of this Agreement.
b. Recipient recognizes opportunities which may represent a benefit to themselves now or in the future in connection to Contacts met or introduced to through the Disclosing Party, that this Proprietary Information, Confidential Information and Contacts are valuable and essential to the Disclosing Party. Recipient further agrees to be bound by this Agreement and will not intentionally or negligently interfere, circumvent, avoid, bypass, gain interest, disclose, reveal or make use of any information during discussion or observations regarding any Proprietary or Confidential Information, nor will Recipient do business with any introduced by and through the Disclosing Party’s network of Contacts without written consent of the Disclosing Party. Recipient further agrees that although personal relationships may be made by the Recipient and the Disclosing Party’s Contacts, that the Recipient shall not engage in any business arraignment without agreed upon remuneration and/or written consent of the Disclosing Party.
a. Recipient understands and agrees with the Preamble of this agreement and therefore, during the term of this agreement and for a period of 3 years, Recipient shall not directly or indirectly start a company or work for a company that is a direct or indirect competitor of the Disclosing Party, without explicit written permission.
6. Limitation on Obligations
a. The obligations of Recipient specified in Section 3 shall not apply, and Recipient shall have no further obligations, with respect to any Proprietary Information to the extent that such Proprietary Information:
b. That is required to be disclosed by Recipient to comply with applicable laws or governmental regulations;
Recipient provides prompt written notice of such disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure. In advent of a gag order, restraining order, or other court order that would prohibit notice to the Disclosing Party, recipient shall give notice that this NDA may have been breeched according to this section, but shall comply with all legal terms of the order.
c. That is specifically excluded in the “Specific Exclusions” section of Appendix “A”.
a. Recipient agrees that the Disclosing Party is and shall remain the exclusive owner of Proprietary Information, Confidential Information, and all patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such rights to the Recipient is granted or implied under this Agreement.
b. Recipient acknowledges that information or materials will be made available to Recipient or developed by Recipient in connection with the performance of the Services. Recipient agrees that any improvements including but not limited to material ideas, discoveries, or any other intellectual property whether or not patentable or copyrightable, copyright, compositions, processes, additions, any new uses of existing materials or machines, connections or any type of Confidential Information conceived or first reduced to practice by Recipient solely or jointly with others in relation to the Disclosing Party’s projects, IP, Confidential Information or otherwise (
hereinafter “Material Ideas”),
and such property and all rights thereof without limitation shall belong to the Disclosing Party and the Disclosing Party shall compensate the Recipient for any approved Material Ideas according to the highest-skill-level professional design or R & D fees (unless otherwise agreed to between the Parties), that are standard in the industry related to such Material Ideas by Recipient.
8. Return of Documents
a. Recipient shall, upon the written request return to the Disclosing Party all drawings, documents, journals, graphs and other tangible manifestations of trade secrets, Proprietary Information or Confidential Information received by Recipient pursuant to this Agreement (and all copies and reproductions thereof) to Disclosing Party in Ten (10) days.
b. Any and all including but not limited to: inventions, methods, strategies, marketing, documents, production, or tangible manifestations shall belong to Disclosing Party. Disclosing Party shall be allowed to use, maintain, and alter all above listed methods or tangible manifestations, including those not listed, as necessary.
a. The provisions of this Agreement are necessary for the protection of the business and goodwill of the parties and are considered by the parties to be reasonable for such purpose. Both Parties agree that any breach of this Agreement will cause the Disclosing Party substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies, which may be available, the Disclosing Party shall have the right to seek specific performance and other injunctive relief.
b. Recipient is aware that trade secrets are defined under the Uniform Trade Secrets Act and the Nevada Revised Statutes (hereinafter “NRS”) 600A.010
. and theft of trade secrets is illegal and may be considered a criminal offense and the Disclosing Party can and will pursue all legal action, criminal and civil, under the Uniform Trade Secrets Act, & Nevada Revised Statues.
c. It is acknowledged that the Recipient’s failure to achieve substantial compliance of this agreement will cause the Disclosing Party to incur substantial economic damages and losses of types and in amounts that are impossible to compute and ascertain with certainty at this time period. In advent of breach this Agreement, the Disclosing Party may obtain any and all profits or beneficial interest gained by the Recipient (rather through a family trust or holding company that benefits the Recipient or any of the Recipient’s close friends or family) through misappropriation, theft, negligent revelation, intentional disclosure, or other disclosures of Trade Secrets, Confidential Information, or Proprietary Information that leads to development of a product or products directly based around or that competes with any of the Disclosing Party’s related IP, Confidential or Proprietary Information. Recipient shall be liable to the Disclosing Party for damages and the Disclosing Party shall be entitled to all profits obtained by the Recipient due to breach of this agreement and the Recipient shall be liable for all damages.
d. In the event of litigation relating to the subject matter of this Agreement, the non-prevailing party shall reimburse the prevailing party for all reasonable attorney fees and costs.
a. Entire Agreement.
This Agreement shall replace all oral or written agreements entered into prior to its closing and shall conclusively govern the relationship between the parties.
Additions to and modifications of this Agreement shall require written form.
This Agreement and the enforcement hereof shall be governed and controlled in all respects by the internal laws, and not the laws of conflict, of the State of Nevada.
In any dispute over whether information or matter is Proprietary Information, it shall be the burden of Recipient to show both that such contested information or matter is not Confidential Information within the meaning of this Agreement, and that it does not constitute a trade secret under the Uniform Trade Secrets Act and NRS 600A.010
No delay or omission by either party in exercising any rights under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
I have agreed to submit this agreement by electronic means. By signing this agreement electronically, I certify
I understand the terms & statements in this agreement (the NDA).
I have read and understand the legal information.
I understand the penalties for disclosing, circumventing, and/or soliciting any Confidential Information.
I understand that all information on DivinaBiotech.com and/or any information communicated by it's officers, is covered under this NDA.
Last updated: March 7, 2016.
I understand that an electronic signature has the same legal effect and can be enforced in the same way as a written signature.
By checking this box and typing my name below, I hereby electronically sign this NDA..
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