This Reciprocal Non-Disclosure and Non-Solicitation Agreement (“Agreement”) made and effective this ____ of _______, _________ by and between Trace Eye-D, LLC (TED), a Florida Limited Liability company and ___________.
In furtherance of a possible business relationship, Trace Eye-D and ____________ desire to arrange for each to receive certain confidential and proprietary information of the other under the terms and conditions of this Agreement.
NOW THEREFORE, the parties hereto agree as follows:
For the purpose of this Agreement, Confidential Information” shall mean information or material that is confidential and proprietary to the disclosing party (“Owner”). Confidential information includes, but is not limited to, the following types of information and other information of similar nature: software, designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, marketing and development plans, business plans, financial information, customer lists, and other information that is proprietary to and confidential information of the Owners. Confidential Information that is disclosed orally must be identified as such in writing within five (5) business days of disclosure.
All Confidential Information disclosed by Owner shall remain property of the Owner. Nothing herein shall require the disclosure of any Confidential Information by either party.
- Use of Information
(i) A receiving party (“Recipient”) shall use the Confidential Information only for the purpose of evaluating Owner’s products services and any proposed business transaction. Following disclosure, Recipient shall keep confidential and not disclose the Confidential Information to any other person, firm or corporation. A recipient shall be under no obligation if any Confidential Information: (1) is or becomes part of the public domain other than by breach of this Agreement by Recipient, (2) is developed by Recipient independent of any Confidential Information, or (3) is rightly received by Recipient from a third party.
(ii) The Parties each agree to restrict circulation of Confidential Information in their respective organizations to those employees who need to receive Confidential Information in order to carry out the above-stated purposes and to give such employees instructions to hold in confidence all Confidential Information made available to them and use the Confidential Information only for authorized purposes.
- Return of Information
All Confidential Information and copies thereof shall be returned to the Owner at the Owner’s request. At the Owner’s option, Confidential Information, including all copies, may instead be destroyed by Recipient, provided Recipient certifies such destruction to the Owner within five (5) business days.
- No Exclusivity
Nothing in this Agreement shall be construed to prohibit either party from dealing with any other person, firm or entity regarding the distribution, purchase or use of any product or services or for any other reason.
- No Publicity
Each Party agrees that it will not, without the prior written consent of the other, issue any press release or announcement or otherwise disclose the existence or nature of this Agreement and/or proposed business arrangement
- No Assignment
This Agreement may not be assigned by either party without the prior written consent of the other party.
Each Party agrees that it, or any affiliate, shall not for a period of twenty-four (24) months after termination of this Agreement, without the prior written consent of the other party to this Agreement, in any manner whatsoever:
(i) Interfere with or endeavor to attract way any customer of the other; or
(ii) Interfere with, pursue or entice away any employee, subcontractor and/or third party consultant of the other.
If any provision of this Agreement shall be held invalid in a court of law, the remaining provisions shall be construed as if the invalid provision were not included in this Agreement.
- No License
Nothing herein shall be construed as a grant by Owner of any license, directly or by implication, estoppel or otherwise, in any Confidential Information.
- Governing Law
This Agreement shall be construed according to and governed by the Laws of the State of Florida.
- Attorneys Fees
In the event of a dispute hereunder, the prevailing party shall be entitled to its reasonable attorney’s fees and court costs associated with enforcing this Agreement.
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 or by certified mail, postage prepaid, or recognized overnight delivery services.
Trace Eye-D: 573 Interstate Blvd
Sarasota, FL 34240
Attn: Chris Baden, President, Trace Eye-D, LLC
_______, _________, _________
- Independent Counsel
Each party has had the benefit of the opportunity for legal counsel of its choice prior to the execution hereof, and to consult with such experts and advisors that they may deem necessary prior to the execution of this Agreement.
- Entire Agreement
This Agreement terminate and supersedes all prior understandings or agreement on the subject matter hereof. This Agreement may be modified only by a further writing this is duly executed by both parties.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.