Download a PDF

 
THIS MUTUAL NON-DISCLOSURE AND NON-USE AGREEMENT (the “Agreement”) is entered into as of the date of the last signature below (the “Effective Date”) by and between: Schedule It LLC, a Kentucky limited liability company with its principal place of business located at 400 Ring Road Suite 176, Elizabethtown, KY, 42701 (“Schedule It”) and ____________________________________________________________, a/an

 

______________ type of company, formed in the state of _________________

 

with its principal place of business located at (address) _______________________________________________________________,

 

and its respective subsidiaries, if any, (collectively, “Company”).


Agreement is made with reference to the following facts and objectives:


RECITALS

  1. Schedule It and the Company wish to explore the possibility of a business and or contractual relationship involving themselves, their intellectual property, and/or certain of their other assets (the “Business Purpose”), which may require either Schedule It or the Company (each a “Discloser”) to disclose confidential and/or proprietary information relating to Discloser and its proprietary plans, proprietary technology, financial information, subsidiaries, and other proprietary information related to its business to the other party (the “Recipient”).

______ (Initial)

 

  1. As a condition to furnishing such information to Recipient, Recipient agrees to respect the confidential nature of information disclosed by Discloser by using such confidential information only for the Business Purpose and by protecting such confidential information from unauthorized use or disclosure provided in this Agreement.

______ (Initial)

Accordingly, in consideration of the disclosure of such confidential information by Discloser to Recipient, and the mutual agreements of the parties set forth in this Agreement, the parties agree as follows:

 

  1.    Confidential Information. This Agreement applies to any and all Confidential and/or Proprietary Information disclosed by Discloser to Recipient. Confidential or Proprietary Information shall mean all information of either party (or information of a third party which either party has in its possession) including, but not limited to, information relating to such party’s business, trade secrets, financial information, marketing information, intellectual property rights, customer lists, operations and software products, computer source code and object code, hardware and software designs and specifications, schematics, engineering details and reports, flowcharts, technology, tax returns, vendor lists, pricing and other product information, business plans and related documents, and any such other information that either party would reasonably consider to be confidential or proprietary. Unless excluded in writing by a Discloser, both parties shall assume that any and all information disclosed is Confidential Information, whether in oral form, machine readable form, written, communicated orally or in some other tangible or intangible form, and whether designated as confidential or unmarked. ______ (Initial)

  2.   Existence of Discussions as Confidential Information. Each party acknowledges that disclosure of the existence of discussions between them regarding the Business Purpose, or any of the terms, conditions, or other facts with respect thereto (including the status of such discussions) shall presumptively be deemed as Confidential Information of the other party. Each party acknowledges that disclosure of the existence of such discussions could result in the irreparable damage to the business and goodwill of the other party, whether such disclosure should occur in the course of such discussions or following their discontinuation or consummation. Accordingly, each party agrees that, except as may be required to be disclosed to a party’s employees and professional advisors to carry out the Business Purpose, each party will keep the existence of such discussions in the strictest confidence and will not disclose the existence, nature, or substance to any third party for any reason without the prior written consent of the other party.
    ______ (Initial)

  3.  Obligations Regarding Confidential Information. Recipient shall hold the Confidential Information of Discloser in strict confidence and shall not disclose Confidential Information to any third parties; provided, however, that Recipient may disclose Discloser’s Confidential Information to its employees, contractors, and professional advisers, but only to the extent necessary to carry out the Business Purpose for which the Confidential Information was disclosed, and here Recipient has prior written agreements with those entities ensuring their minimum compliance with the terms of confidentiality as stipulated within this Agreement. Recipient shall instruct all such persons not to further disclose the Confidential Information of Discloser.

______ (Initial)

 

  1.  Non-use of Confidential Information. Recipient shall not use Discloser’s Confidential Information for any purpose other than the Business Purpose without the prior written consent of Discloser. Specifically (but without limiting the generality of the previous sentence), Recipient shall not use the Confidential Information of Discloser: (i) to affect, in any way, Recipient’s competitive position in relation to Discloser or to any third party, (ii) for its own benefit (other than to carry out or pursue the Business Purpose), or (iii) for the benefit of any third party. Notwithstanding the foregoing, neither party has any obligation under this Agreement to enter into any other agreement with the other party.

______ (Initial)

 

  1.   Exceptions to Obligations. The obligations under Paragraphs 3 and 4 shall not apply to Confidential Information which: (i) is known to Recipient prior to disclosure by Discloser; (ii) is or hereafter becomes known to the general public without breach or fault on the part of Recipient; (iii) is disclosed to Recipient by a third party without restriction on disclosure and without breach of any non-disclosure obligation to Discloser;  (iv) is provided to third parties by Discloser without restriction on disclosure; or (v) is independently developed by Recipient’s personnel without use of or reference to the Confidential Information of Discloser.
    ______ (Initial)
  2.   Required Disclosures. If Recipient or its professional advisors are requested or required, in accordance with valid legal proceedings, to disclose any of Discloser’s Confidential Information, Recipient shall provide Discloser with prompt written notice of any such request or requirement so that Discloser may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the absence of a protective order or other remedy or the receipt of a waiver by Discloser, Recipient or any of its professional advisors are, in the opinion of counsel, legally compelled to disclose Discloser’s Confidential Information to any tribunal or governmental authority or else become liable for contempt or suffer other censure or penalty, Recipient or its professional advisor may, without liability hereunder, disclose to such tribunal only the portion of Discloser’s Confidential Information that counsel advises is required to be disclosed, provided that Recipient exercises its best efforts to preserve the confidentiality of Discloser’s Confidential Information by cooperating with Discloser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded Discloser’s Confidential Information by such tribunal.

______ (Initial)

  1.   Specific Performance. Recipient acknowledges that all Confidential Information disclosed by Discloser shall be owned solely by Discloser. Recipient recognizes and agrees that nothing contained in this Agreement shall be construed as granting any rights, by license or other, to any Confidential Information disclosed pursuant to this Agreement. Recipient further acknowledges that the unauthorized disclosure or use of Discloser’s Confidential Information could cause irreparable harm and significant injury that may be difficult to ascertain. Recipient agrees that Discloser and its successors will be entitled to equitable relief, including injunction/specific enforcement, to enforce this Agreement, in addition to damages/other available remedies.

______ (Initial)

Return of Confidential Information. Upon the written request of Discloser, Recipient shall return to Discloser, within ten (10) business days after receipt of such request, all copies of documents or other tangible items containing, referring to, embodying or representing Discloser’s Confidential Information.

______ (Initial)

 

  1.  Non-Solicitation. Neither party shall solicit, offer employment, nor induce to leave, or employ employee or contractor of the other party without prior written permission from the other party. The preceding sentence shall not apply to any employee or contractor if (i) said employee or contractor is not solely employed/contracted by Schedule It or Company, and or (ii) said employee or contractor provides the same or similar services to more than one business entity. The provisions in this paragraph, and amendments if any, shall inure and remain in full force, regardless of the outcome of this agreement, for eighteen (18) months after the expiration, termination, or dissolution of this Agreement.

______ (Initial)

  1.  Term. This Agreement shall continue in effect until terminated by either party providing written notice to the other. Notwithstanding any such termination, the obligations of Recipient under the provisions of Paragraphs 3 and 4, above, with respect to any specific Confidential Information of Discloser, shall continue for a period of three (3) years following the date Discloser first disclosed such Confidential Information to Recipient. Recipient shall continue indefinitely to maintain confidentiality of Confidential Information that Recipient may not be able to return nor destroy, such as knowledge of Confidential Information; and, Recipient agrees to cease use of that knowledge upon termination of this Agreement.

______ (Initial)

 

  1.  Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Kentucky, Hardin County. For purposes of enforcement of this Agreement, each party consents to the jurisdiction of United States federal and state courts in the Commonwealth of Kentucky and to service of process by any reasonable means providing actual notice, including registered certified mail.

______ (Initial)

 

  1.  Miscellaneous. No right under this Agreement may be waived except by an instrument in writing executed on behalf of the party alleged to have waived. If a court finds any provision of this Agreement invalid or unenforceable as applied to any circumstance, the other provisions of this Agreement and the same provision as applied to other circumstances will remain in effect to the maximum extent legally permissible. This Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Neither party will assign or otherwise convey, transfer, or delegate its rights or duties under this Agreement to any third party without the prior written consent of the other party, and any attempt to do otherwise will be void. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter.

______ (Initial)

 

In witness whereof, the undersigned parties have executed this Agreement, effective as of the Effective Date.                                                                           

 

Company

 

Name: _____________________________________

 

Title: ______________________________________

 

Signature: __________________________________

                                          

Date: ______________________________________



Schedule It, LLC

 

Name: _____________________________________

 

Title: ______________________________________

 

Signature: __________________________________

 

Date: ______________________________________

 

 

Back to Top