This Non-Disclosure Agreement is made by and between all the Company and Receiving Party listed in this Confidentiality Agreement with the principal names and addresses listed above.
- Definition of Confidentiality. As used in this Agreement, “Confidential Information” refers to any information which has commercial value and is either (i) technical information, including patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of Company, or (ii) non-technical information relating to Company’s products, including without limitation pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, employee or shareholder names – positions – involvement – payroll – profit share, customers, customer lists, purchasing data, sales and marketing plans, future business plans and any other information which is proprietary and confidential to Company.
- Nondisclosure and Nonuse Obligations. Recipient will maintain in confidence and will not disclose, disseminate or use any Confidential Information belonging to Company, whether or not in written form. Recipient agrees that Recipient shall treat all Confidential Information of Company with at least the same degree of care as Recipient accords its own confidential information. Recipient further represents that Recipient exercises at least reasonable care to protect its own confidential information. If Recipient is not an individual, Recipient agrees that Recipient shall disclose Confidential Information only to those of its employees who need to know such information, and certifies that such employees have previously signed a copy of this Agreement.
- Survival. This Agreement shall govern all communications between the parties. Recipient understands that its obligations under Paragraph 2 (“Nondisclosure and Nonuse Obligations”) shall survive the termination of any other relationship between the parties. Upon termination of any relationship between the parties, Recipient will promptly deliver to Company, without retaining any copies, all documents and other materials furnished to Recipient by Company.
- Governing Law. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Arizona, as such laws are applied to agreements entered into and to be performed entirely within Arizona.
- Injunctive Relief. A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to Companies for which there will be no adequate remedy at law, and Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper, including monetary damages.
- Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
Beginning from the date this Master Agreement is executed, the receiving party agrees, I will not directly or indirectly solicit, customers, clients, subcontractors or employees from company. In particular, I will not:
- solicit or attempt to solicit any business or trade from the Company actual or prospective customers or clients
- employ or attempt to employ any subcontractors or employee of the Company
- divert or attempt to divert business away from the Company, or
- encourage any independent contractor or consultant to end a relationship with the Company
- Right to an Injunction
- I acknowledge and agree that if I breach or threaten to breach any of the terms of this Agreement, the Company will sustain irreparable harm and will be entitled to obtain an injunction to stop any breach or threatened breach of this agreement.