IPCybercrime.com LLC

Mutual Non-Disclosure Agreement

This Nondisclosure Agreement is entered into by the undersigned, (hereinafter, “Signor”) and IPCybercrime.com LLC, (hereinafter, “IPCybercrime”).

IPCybercrime and Signor intend to engage in discussions and negotiations concerning the establishment of a business relationship between IPCybercrime and Signor, and in the course of such discussions and negotiations, it is anticipated that IPCybercrime and Signor may desire to reveal and deliver certain Confidential Information (as defined below) for the purpose of enabling IPCybercrime and Signor to fully evaluate the feasibility of undertaking such a business relationship (the “Evaluation”); and WHEREAS, IPCybercrime and Signor, acting as a Disclosing Party desires to ensure that the Confidential Information is retained in strict confidence by IPCybercrime and Signor acting as a Receiving Party.

In consideration of the foregoing premises and the mutual covenants set forth below, the parties hereby agree as follows:

  1. Definitions: For the purpose of this Agreement, “Confidential Information” shall mean any trade secret or confidential information that the Disclosing Party and its affiliates and divisions possesses or may in the future come to possess, that has been created, discovered, developed or otherwise become known to Disclosing Party, including but not limited to, financial information, business plans, financial statements, internet applications, cgi and perl scripts, source programming code, technology applications and processes, internet inventions, trade secrets, ingredient lists or types, formulations, customer lists, supplier lists, manufacturing lists, know-how, inventions, product or packaging designs, manufacturing and development processes, any other kind of processes, pricing, sales forecasts, marketing plans or strategy, marketing data, distribution channel information and any other confidential information that has commercial value within the scope of the business activities, investigations or research programs of Disclosing Party, as heretofore or hereafter conducted or contemplated.
  2. Obligations to Disclose: Notwithstanding anything to the contrary contained herein, each party has no obligation to supply Confidential Information to the other party.
  3. Confidentiality:
    • Receiving Party hereby acknowledges that Disclosing Party is the owner or licensee of the Confidential Information. Receiving Party shall maintain the Confidential Information in strict confidence using at least the same standards employed by Receiving Party in safeguarding its own confidential information of similar nature and shall not disclose any portion thereof to any third party except to the extent expressly permitted by Disclosing Party.
    • Receiving Party shall use the Confidential Information solely for the purposes referred to in the Recital. No other purposes of the Confidential Information is expressed, implied, or permitted without written consent of Disclosing Party.
    • If Receiving Party is requested or required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Receiving Party will notify Disclosing Party promptly in writing so that Disclosing Party may seek any appropriate protective order and/or take any other action. In the event that such protective order is not obtained, or that Disclosing Party waives compliance with the provisions hereof, and Receiving Party is legally compelled to disclose any of the Confidential Information, such Confidential Information may be disclosed to a tribunal or other person.
  4. Limitation on Obligation: Notwithstanding the foregoing, the obligations of Receiving Party specified in Section 3 above shall not apply, and Receiving Party shall have no further obligations, with respect to any Confidential Information which:
    • at the time of disclosure is in the public domain;
    • after disclosure becomes part of the public domain through no fault of Receiving Party;
    • prior to the time of disclosure has been developed independently by Receiving Party as shown by its written records;
    • prior to the time of disclosure had been lawfully acquired from a third party having the right to disclose it;
    • may be subsequently developed independently by Receiving Party as shown by its written records; or may be subsequently lawfully acquired from a third party having the right to disclose it.
  5. Prohibition of Copying: Receiving Party shall not copy any of the tangible embodiments of the Confidential Information, without the prior written consent of Disclosing Party. The number of copies shall be limited to that permitted by Disclosing Party in writing. All reproduced copies of the Confidential Information shall bear the original legend, marking, stamp or other positive written identification on the face thereof indicating that the information therein is proprietary to Disclosing Party.
  6. Reverse Engineering: Receiving Party shall not alter, modify, break‑down, disassemble or reverse engineer any portion of the Confidential Information without the prior written consent of Disclosing Party.
  7. Warranty: All Confidential Information is provided “AS IS” and any warranty, express, implied or otherwise, regarding the accuracy or performance of the Confidential Information is expressly disclaimed.
  8. Confidentiality Term: The obligations and restrictions provided in Section 3 hereof shall survive the Evaluation period and shall continue for a period of at least three (3) years or until such time as all Confidential Information disclosed hereunder becomes publicly known and made generally available. Notwithstanding the surviving obligations of Receiving Party to maintain the confidentiality of the Confidential Information, Receiving Party may at anytime give written notice to Disclosing Party that it does not desire to receive any additional Confidential Information from Disclosing Party. After receipt of such notice, Disclosing Party shall no longer furnish any Confidential Information to Receiving Party.
  9. Publication: Neither party shall disclose the existence or the contents of this Agreement to any third party for a period of two (2) years from the date hereof.
  10. Return of Documents: All tangible information, including drawings, designs, specifications, flowsheets, sketches, descriptions, data, samples and other tangible materials pertaining to the Confidential Information, and all copies thereof, shall remain the property of Disclosing Party. At the request of Disclosing Party, and in any event upon the expiration of the Evaluation period, Receiving Party shall return all such tangible information, and all copies thereof, to Disclosing Party.
  11. No License: This Agreement shall not be construed as a teaming, joint venture, partnership or other such agreement, rather, the parties hereto expressly agree that this Agreement is for the purpose of protecting the Confidential Information only. This Agreement grants no employment rights and no rights to payment for services. Nothing in this Agreement shall be deemed to grant to Receiving Party any right or license directly, indirectly, by implication, estoppel or otherwise under any patent or patent application disclosed pursuant to this Agreement. Neither this Agreement nor the rights or obligations hereto may be assigned or delegated by either party, by operation of law or otherwise, and any attempted assignment or delegation shall be a breach of the Agreement.
  12. Governing Law: The Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law principles thereof.
  13. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels any prior agreement, oral or written, with respect to the subject matter of this Agreement.
  14. Amendment: This Agreement, or any of the terms or provisions thereof, may not be changed, amended or waived, in any way whatsoever, except by written agreement executed by both parties.
  15. No Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or of the right of such party thereafter to enforce each and every provision hereto.
  16. Notice: Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated:
    • by personal delivery when delivered personally;
    • by overnight courier upon written verification of receipt;
    • by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or
    • by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or such other address as either party may specify in writing.
  17. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the same shall not effect the remainder of the Agreement.

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Signed by Rob Holmes
Signed On: November 23, 2018

IPCybercrime.com LLC https://ipcybercrime.com
Signature Certificate
Document name: Mutual Non-Disclosure Agreement
Unique Document ID: 437bc2901c5e68060facbdd65055f8a777e54694
Timestamp Audit
April 15, 2016 6:28 pm CSTMutual Non-Disclosure Agreement Uploaded by Rob Holmes - rob@ipcybercrime.com IP