ujay Technologies takes great pride in keeping your proprietary information confidential.
Whereas, in connection with a possible business relationship between the parties, each party intends to disclose certain confidential information to the other party. The purpose of such disclosure is solely to enable each party (i) to evaluate the proposed business relationship and (ii) to conduct any ensuing business arrangement that is actually conducted by the parties without the benefit of a further agreement governing the treatment of confidential information.
Now, therefore, in consideration of each party making such confidential information available to the other party, the parties hereby agree as follows:
1. As used in this statement, the term “Confidential Information” means any technical or business information furnished by one party (the “Disclosing Party”) to Nujay Technologies (“the Receiving Party”) in connection with the proposed business relationship, regardless of whether such information is specifically designated as confidential and regardless of whether such information is in written, oral, electronic, or other form. Such Confidential Information may include, without limitation, trade secrets, know-how, inventions, technical data or specifications, testing methods, business or financial information, research and development activities, product and marketing plans, and customer and supplier information. The Receiving Party agrees that it shall:
(a) maintain all Confidential Information in strict confidence, except that the Receiving Party may disclose or permit the disclosure of any Confidential Information to its directors, officers, employees, consultants, and advisors who are obligated to maintain the confidential nature of such Confidential Information and who need to know such Confidential Information for the purposes set forth in this Agreement;
(b) use all Confidential Information solely for the purposes set forth in this Agreement; and
(c) allow its directors, officers, employees, consultants, and advisors to reproduce the Confidential Information only to the extent necessary to effect the purposes set forth in this Agreement, with all such reproductions being considered Confidential Information.
2. The obligations of the Receiving Party under Section 1 above shall not apply to the extent that the Receiving Party can demonstrate that certain Confidential Information:
(a) was in the public domain prior to the time of its disclosure under this Agreement;
(b) entered the public domain after the time of its disclosure under this Agreement through means other than an unauthorized disclosure resulting from an act or omission by the Receiving Party;
(c) was independently developed or discovered by the Receiving Party prior to the time of its disclosure under this Agreement;
(d) is or was disclosed to the Receiving Party at any time, whether prior to or after the time of its disclosure under this Agreement, on a non-confidential basis by a third party, provided that such third party is not, to the Receiving Party’s knowledge, bound by an obligation of confidentiality to the Disclosing Party with respect to such Confidential Information; or
(e) is required to be disclosed to comply with applicable laws or regulations, or with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure.
3. The Receiving Party acknowledges that the Disclosing Party (or any third party entrusting its own confidential information to the Disclosing Party) claims ownership of the Confidential Information disclosed by the Disclosing Party and all patent, copyright, trademark, trade secret, and other intellectual property rights in, or arising from, such Confidential Information. No option, license, or conveyance of such rights to the Receiving Party is granted or implied under this Agreement. If any such rights are to be granted to the Receiving Party, such grant shall be expressly set forth in a separate written instrument.
4. Upon the termination by either party of (i) the contemplated business discussions and, if applicable, (ii) any ensuing business arrangement between the parties that is conducted without the benefit of a further agreement governing the treatment of Confidential Information, the Receiving Party shall return to the Disclosing Party all originals, copies, and summaries of documents, materials, and other tangible manifestations of Confidential Information in the possession or control of the Receiving Party. The obligations set forth in this Agreement shall remain in effect for a period of five years after such termination by either party, except that the obligation of the Receiving Party to return Confidential Information to the Disclosing Party shall survive until fulfilled.
5. The Receiving Party agrees that any breach of its obligations under this Agreement will cause irreparable harm to the Disclosing Party; therefore, the Disclosing Party shall have, in addition to any remedies available at law, the right to obtain equitable relief to enforce this Agreement.
6. Each of the parties hereto hereby represents and warrants that it has full right and authority to enter into this Agreement and perform all of the obligations contemplated herein, and that this Agreement and its terms and obligations are not inconsistent with, or in violation of, any other obligation, contractual or otherwise, which it may have.
8. A judicial determination that any term of this Agreement is unenforceable or invalid in whole or in part shall not affect the validity or enforceability of those terms not found to be unenforceable or invalid. Neither of the parties hereto shall assign any of their right or obligations under this Agreement without the prior written consent of the other party hereto, and any purported assignment or transfer without such prior written consent shall be void.
9. Neither party hereto shall publicly announce or disclose the existence of this Agreement, terms and conditions thereof or advertise or release any publicity regarding this Agreement without the prior written consent of the other party. This provision shall survive the termination or cancellation of this Agreement.
10. This Agreement may only be amended by a written document signed by both the Receiving Party and NUJAY TECHNOLOGIES, Inc. The failure of either party to enforce any term of this Agreement shall not constitute a waiver of such term, and shall not affect the right to require compliance with such term in the future. All waivers of any terms of this Agreement must be in writing and signed by the party against whom such waiver is asserted. The enforceability and interpretation of this Agreement shall be governed by the laws of the State of California, without regard to principles of choice of law. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the parties relating to the subject matter hereof.
11. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any of the parties hereto may execute this Agreement by signing any such counterpart. Execution of a facsimile copy shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature.