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Non-Disclosure Agreement

Purpose. Company and Recipient wish to explore a business opportunity in the area of MSDS Safety Data Sheet (SDS) and Container Label Authoring of mutual interest (the “Opportunity”), and in connection with the Opportunity, Company has disclosed and may further disclose to Recipient confidential, technical and business information that Company desires the Recipient to treat as confidential.
“Confidential Information” means (a) any information disclosed to Recipient by Company, either directly or indirectly, in writing, orally or by inspection of tangible objects, without limitation, algorithms, business plans, customer data, customer lists, customer formulas, hardware configuration information, know-how, ideas, inventions, market information, marketing plans, processes, products, product plans, research, specifications, software, source code, trade secrets, proprietary information or any other information which is designated as “confidential,” “proprietary” or some similar designation (collectively, the “Disclosed Materials”) and (b) any information otherwise obtained, directly or indirectly, by Recipient through inspection, review or analysis of the Disclosed Materials. Information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information of a third party that is in the possession of Company and is disclosed to Recipient under this Agreement. Confidential Information shall not, however, include any information that (i) was publically known and made generally available in the public domain prior to the time of disclosure by Company; (ii) becomes publically known and made generally available after disclosure by Company to Recipient through no action or inaction of the Recipient; (iii) is already in the possession of Recipient at the time of disclosure by the Company as shown by Recipient’s files and records immediately prior to the time of disclosure; (iv) is obtained by Recipient from a third party lawfully in possession of such information and without breach of such third party’s obligations of confidentiality; or (v) is independently developed by Recipient without the use of or reference to Company’s Confidential Information, as shown by documents and other competent evidence in Recipient’s possession.
Non-use and Non-disclosure. Recipient agrees not to use any Confidential Information of the Company for any purpose except to evaluate and engage in discussions concerning the Opportunity. Recipient agrees not to disclose any Confidential Information of the Company, except that, subject to Section 4 below, Recipient may disclose the Company’s Confidential Information to those employees of the Recipient who are required to have the information in order to evaluate or engage in discussions concerning the Opportunity. If Recipient is required by law to make any disclosure that is prohibited or otherwise constrained by this Agreement, Recipient will provide Company with prompt written notice of such requirement so that the Company may seek a protective order or other appropriate relief. Subject to the foregoing sentence, such Recipient may furnish that portion (and only that portion) of the Confidential Information that the Recipient is legally compelled or is otherwise legally required to disclose; provided, however, that Recipient provides such assistance as the Company may reasonably request in obtaining such order or other relief. Recipient shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody the Company’s Confidential Information and that are provided to Recipient under this agreement.
Maintenance of Confidentiality. Recipient agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Company. Without limiting the foregoing, Recipient shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case lass than reasonable care (including, without limitation, all precautions the Recipient employs with respect to its confidential materials). Recipient shall ensure that its employees who have access to the Company’s Confidential Information have signed a non-use and non-disclosure agreement in content similar to the provisions of this Agreement or are otherwise legally obligated not to disclose such Confidential Information, prior to any disclosure of Confidential Information to such employees. Recipient shall not make any copies of the Company’s Confidential Information except upon the Company’s prior written approval. Recipient shall reproduce the Company’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. Recipient shall promptly notify Company of any use or disclosure of such Confidential Information in violation of this Agreement of which Recipient becomes aware.
No Obligation. Nothing in this Agreement shall obligate Company or Recipient to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated be this Agreement concerning Opportunity.
No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” EACH COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY AND COMPLETENESS OF THE CONFIDENTAIL INFORMATION.
Return of Materials. All documents and other tangible objects containing or representing Confidential Information, and all copies or extracts thereof that are in the possession of Recipient, shall be and remain the property of the Company and shall be promptly returned to the Company upon the Company’s written request. Notwithstanding the foregoing, Recipient may retain in the offices of its legal advisor a single archival copy of any written or photographic Confidential Information provided by the Company under this Agreement, which copy shall only be used by the Recipient and its legal advisors in connection with review of its obligations under this Agreement.
No License. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, mask work right, copyright, trade secret or other intellectual property right of the Company, nor shall this Agreement grant Recipient any rights in or to the Company’s Confidential Information.
Term. The obligations of Recipient under this Agreement shall survive until such time as all Confidential Information disclosed hereunder becomes publically known and make generally available through no action or inaction of the Recipient.
Availability of Equitable Relief. Recipient hereby agrees that, in the event of a breach, the Company be entitled, to equitable relief, including injunctive relief and specific performance.
Severability. If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law.
Counterparts and Facsimiles. Company and Recipient may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute on and the same agreement. This Agreement may be delivered by facsimile transmission, and facsimile copies of executed signature pages shall be binding as originals.
Miscellaneous. This Agreement shall benefit and bind the Company and the Recipient and their respective successors, heirs, legal representatives and permitted assigns. This Agreement shall be governed by the laws of Delaware without regard to Delaware’s conflict of law rules. Any dispute arising out of or related to this Agreement shall be litigated in the State Courts of Delaware which shall have exclusive jurisdiction over the dispute. This Agreement constitutes the entire agreement between Company and Recipient with respect to the Opportunity and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement. Any failure to enforce any provisions of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, not any obligation waived, except by a writing signed by both parties hereto.

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March 27, 2018 7:08 pm PDT

Non-Disclosure Agreement Uploaded by Flavia Branwall - [email protected] IP 172.112.180.37