Confidentiality and Non-Disclosure Agreement
For the purposes of this agreement, Adams Strategy Group, Inc. of 235 West Main Street No. 104, Ligonier, Pennsylvania, USA is the OWNER.
For the purposes of this agreement, the signer is the RECIPIENT.
Owner proposes to disclose certain of its confidential and proprietary information (the “Confidential Information”) to Recipient. Confidential Information shall include all data, materials, products, technology, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information.
Recipient agrees that, in exchange for the Confidential Information which is to be considered confidential and proprietary to Owner, Recipient shall hold the same in confidence and shall not use the Confidential Information other than for the purposes of its relationship with Owner. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner. Recipient shall maintain Confidential Information received from Owner in a secure location, at least as secure as Recipient maintains Recipient’s own confidential information, such that no other parties can obtain such Confidential Information.
Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement.
The obligations of Recipient herein shall be effective five (5) years from the date Owner last discloses any Confidential Information to Recipient pursuant to this Agreement.
Recipient shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by Recipient; is rightfully received by Recipient without obligations of confidentiality; or is developed by Recipient without breach of this Agreement; provided, however, such Confidential Information shall not be disclosed until thirty (30) days after written notice of intent to disclose is given to Owner along with the asserted grounds for disclosure.
Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts. Confidential Information may pertain to prospective or unannounced products. Recipient agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product.
Recipient agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with Owner.
This Agreement shall be governed and construed in accordance with the laws of the United States and the State of Pennsylvania and Recipient consents to the exclusive jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out of this Agreement. Recipient agrees that in the event of any breach or threatened breach by Recipient, Owner may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Owner against any such breach or threatened breach.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery with written confirmation of receipt or by certified mail, postage prepaid, with a return receipt requested, or recognized overnight delivery services, with a return receipt requested, to the above- mentioned name and address of the party to which the notice is to be sent.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
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Signed by David Adams
Signed On: January 8, 2018
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Document Name: Confidentiality and Non-Disclosure Agreement
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