BRAND TROOPS INC. NON-DISCLOSURE AGREEMENT
This Nondisclosure Agreement (the “Agreement”) is entered into by and between Brand Troops Inc. (“Disclosing Party”) and (“Receiving Party”) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information.
For purposes of this Agreement, “Confidential Information” shall include all designs or invention description(s), technical and business information relating to proprietary ideas and inventions, ideas, patentable ideas, trade secrets, drawings and/or illustrations, patent searches, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.
2. Exclusions from Confidential Information:
Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.
3. Obligations of Receiving Party:
Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
4. Obligation of Non-Competition
The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Confidant agrees it shall not use any advantages derivable from such confidential information in its own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document.
The Confidant hereby agrees for himself or herself, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the Company of profits, fees or otherwise, without the specific written approval of the Company.
6. Time Periods:
This agreement applies to confidential information either party discloses to the other within one (1) year of this agreement’s signing. After that, for an additional one (1) year, each party must continue to protect, from unauthorized use or disclosure, confidential information that was disclosed during the first year. However, the parties’ obligation to protect trade secrets is perpetual.
Nothing contained in this Agreement shall be deemed to constitute the Receiving Party as an employee, partner, agent of, or joint venture with the Disclosing Party, for any purpose.
If any cause or provision herein shall be adjudged invalid or unenforceable by a court of competent jurisdiction of any applicable law, it shall not affect the validity of any other clause or provision, which shall remain in full force and effect. The remainder of this Agreement shall be interpreted so as best to reflect the intent of the parties. In the event of any dispute arising under this contract, it is agreed between the parties that the laws of the State of Illinois will govern this interpretation, validity and effect of this Agreement.
This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.
11. Governing Law: Jurisdiction
This Agreement shall be governed, construed, and enforced in accordance with the internal laws of the State of Illinois, without regard to its choice of law principles. The parties irrevocably consents and agrees that any action, suit, or proceeding arising out of or relating to this Agreement or any related document (for purposes of this Section, a “Legal Dispute”) may only be brought in the State of Illinois, Cook County, Illinois.
Each of the parties hereby waives, and agrees not to assert as a defense in any legal dispute; that it is not maintainable, in such court or that its property is exempt or immune from execution; that the action, suit, or proceeding is brought in an inconvenient forum, or that the venue of the action, suit, or proceeding is improper. Each party hereto agrees that the final judgment in any action suit, or proceeding described, after the expiration of any period permitted for appeal, and subject to any stay during appeal, shall be conclusive and may be enforced in a manner provided by applicable law.
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BRAND TROOPS INC. NON-DISCLOSURE AGREEMENT
2. Exclusions from Confidential Information
3. Obligations of Receiving Party
6. Time Periods
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