THIS MUTUAL NON DISCLOSURE AGREEMENT (this “Agreement”) is made and entered into by and between Tsetserra Growth Partners, Inc. and the User of Tsetserra Growth Partners website.
The parties hereto wish to explore a business relationship (the “Relationship”) in connection with which each party may disclose its Confidential Information to the other.
2. DEFINITION OF CONFIDENTIAL INFORMATION
“Confidential Information” means any information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances of the disclosing party, which is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information also includes all source code of the disclosing party, whether or not specifically identified as confidential or proprietary. Confidential Information does not include information, technical data, or know-how which (a) is in the possession of the receiving party at the time of disclosure as shown by the receiving party’s files and records immediately prior to the time of disclosure; (b) prior to or after the time of disclosure becomes part of the public knowledge or literature other than as a result of any improper inaction or action of the receiving party; (c) is approved by the disclosing party, in writing, for release; (d) is required to be disclosed by applicable law or proper legal, governmental or other competent authority (provided that the party whose information is to be disclosed shall be notified sufficiently in advance of such requirement so that it may seek a protective order (or equivalent) with respect to such disclosure, with which the other party shall fully comply): (e) is independently developed by the receiving party as shown by the receiving party’s files and records.
“Exclusions” Confidential Information shall not include information which: (i) was known by The Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (ii) becomes rightfully known to The Receiving Party from a third-party source not known by The Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality; (iii) is or becomes publicly available through no fault of or failure to act by The Receiving Party in breach of this Agreement; (iv) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation; or (v) is or has been independently developed by employees, consultants or agents of The Receiving Party without violation of the terms of this Agreement or reference or access to any Confidential Information.
3. DISCLOSURE OF CONFIDENTIAL INFORMATION
- Non-Disclosure of Confidential Information. Each party agrees not to use any Confidential Information disclosed to it by the other party for its use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Relationship. Neither party will disclose any Confidential Information of the other party to third parties or to employees of the party receiving Confidential Information other than employees who are required to have the information to carry out the discussions regarding the Relationship. Each party will have or has had employees to whom Confidential Information of the other party is disclosed or who have access to Confidential Information of the disclosing party sign a nondisclosure or similar agreement in content substantially similar to this Agreement. Each party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the highest degree of care that the receiving party utilizes to protect its Confidential Information of a similar nature. Each party agrees to notify the other in writing of any misuse or misappropriation of Confidential Information of the disclosing party that may come to the receiving party’s attention.
- The Receiving Party undertakes to treat all confidential information acquired from the Disclosing Party as strictly confidential under this agreement, and not to disclose this confidential information to any third party, and to use the disclosed confidential information received hereunder for no other than the purpose. The Receiving Party acknowledges that a threatened or actual breach of this agreement will result in immediate and irreparable injury to the Disclosing Party, entitling the Disclosing Party to an immediate injunction, for which no bond will be required.
- The Receiving Party acknowledges and agrees that, as between the Disclosing Party and The Receiving Party, the Confidential information, together with all intellectual property rights embodied therein, is the sole and exclusive property of the Disclosing Party. The Disclosing Party retains all the rights and title to the confidential information and all intellectual property rights embodied therein. Except as expressly provided herein, The Receiving Party also agrees that it disclaims all rights to all inventions, improvements, and derivatives related to the confidential information of the Disclosing Party, and, The Receiving Party further disclaims the rights to market, and otherwise use the confidential information.
- The Receiving Party undertakes to disclose confidential information on a need-to-know basis only to those of its employees who depend on this confidential information in their work and who are apprised of this agreement and agree to be bound hereby.
- When informed of the proprietary and confidential nature of the information that has been disclosed by the Disclosing Party, The Receiving Party shall refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the Disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that The Receiving Party uses to protect its proprietary and confidential information, but in no case less than reasonable care. The Receiving Party shall ensure that each of its employees, officers, directors, or agents who have access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Receiving Party of Confidential Information disclosed under this Agreement shall promptly notify the Disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.
4. RETURN OF MATERIALS
Any materials or documents that have been furnished by one party to the other in connection with the Relationship will be promptly returned by the receiving party, accompanied by all copies of such documentation, within ten (10) days after (a) the relationship has been terminated or (b) the written request of the disclosing party.
5. PATENT OR COPYRIGHT INFRINGEMENT
Nothing in this Agreement is intended to grant any rights under any patent or copyright of either party nor shall this Agreement grant either party any rights in or to the other party’s Confidential Information other than the limited right to review such Confidential Information in connection with the relationship between the parties.
The foregoing commitments of each party shall survive any termination of the relationship between the parties and shall continue for a period terminating on the later to occur of the date (a) three (3) years following the date of this Agreement or (b) two (2) years from the date on which Confidential Information is last disclosed under this Agreement.
This Agreement shall be binding upon and for the benefit of the undersigned parties; their successors and assigns provided that Confidential Information of the disclosing party may not be assigned without the prior written consent of the disclosing party. Failure to enforce any provision of this Agreement by a party shall not constitute a waiver of any term hereof by such party.
8. GOVERNING LAW
This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Texas, and shall be binding upon the parties to this Agreement in the United States and worldwide. The federal and state courts within the Commonwealth of Texas shall have exclusive jurisdiction to adjudicate any dispute arising here.
Each party agrees that its obligations provided in this Agreement are necessary and reasonable to protect the disclosing party and its business, and each party expressly agrees that monetary damages would be inadequate to compensate the disclosing party for any breach by the receiving party of its covenants and agreements set forth in this Agreement. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity, or otherwise, the disclosing party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the receiving party, without the necessity of proving actual damages.
You agree to have read this Confidentiality statement and therefore agree that your use of Tsetserra Growth Partners service and website will be binding in accordance with this confidentiality statement.