HEDRON TECHNOLOGY LLC.

MUTUAL CONFIDENTIALITY & NON DISCLOSURE AGREEMENT

 

1. DEFINITION OF CONFIDENTIAL INFORMATION. For their mutual benefit, the parties

plan to discuss certain confidential information regarding current projects, specifically a

laptop/tablet device protective casing invented by Client Name, prospective

development projects as well as Hedron Technology’ past and current client portfolio and

technology concepts including future and current versions of Hedron Technology’ Developer

Platform Hedron Technology (the "Project/s"). The parties agree that the terms and conditions of

this Agreement, the nature of their business relationship, including, if applicable, the

fact that one party provides or may provide goods or services to the other, and the

parties' discussions concerning the Project will be considered confidential information

covered by this Agreement ("Confidential Information"). In addition, any other

nonpublic information which one party ("Discloser") discloses to the other party

("Recipient") in the course of their communications regarding the Project will be

considered Confidential Information, including but not limited to nonpublic product

plans, designs, costs, prices, names, finances, marketing plans, business

opportunities. forecasts, orders, personnel, customer information, research,

development, know-how, third party confidential information or information learned by

Recipient from Discloser's employees, agents or through inspection of Discloser's

property; provided such information is clearly designated as "Confidential": (i) in

writing, if communicated in writing, or (ii) at the time of disclosure, if disclosed orally or

visually. Notwithstanding the foregoing, Confidential Information shall not include

information that: (a) is now or subsequently becomes generally available to the public

through no fault or breach on the part of Recipient; (b) Recipient can demonstrate to

have had rightfully in its possession prior to disclosure to Recipient by Discloser; (c) is

independently developed by Recipient without the use of any Confidential Information;

or (d) Recipient rightfully obtains from a third party who has the right to transfer or

disclose it to Recipient without limitation. Nothing in this Agreement will obligate either

party to disclose any Confidential Information.

 

2. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. Recipient

agrees to protect Discloser's Confidential Information, using at least the same degree

or care that it uses to protect its own confidential and proprietary information of similar

importance, but no less than a reasonable degree of care. Recipient agrees to use

Discloser's Confidential Information for the sole purpose of evaluation in connection

with the Project and discussions with Discloser related to the Project, or as otherwise

agreed upon in writing by an authorized representative of Discloser. Recipient will not

disclose, publish, or disseminate Confidential Information to anyone other than those

employees, agents, and consultants who have a need to know in order to accomplish

such purpose. Recipient will only disclose relevant Confidential Information to its

employees, agents and consultants after obtaining a written agreement that prohibits

unauthorized disclosure or use of Confidential Information by the employee, agent and

consultant. Recipient will be responsible for any violation of the terms of this

Agreement by its employees, agents and consultants. Recipient agrees not to use

Confidential Information for any other purpose or for its own or any third party's benefit

without the prior written consent of an authorized representative or Discloser in each

instance. Recipient may disclose Confidential Information to the extent required by law,

provided Recipient makes reasonable efforts to give Discloser notice of such

requirement prior to any such disclosure and takes reasonable steps to obtain

protective treatment of the Confidential Information. In those instances where

disclosure of Confidential Information is required by law the Discloser shall provide the

other party with a complete description of the information disclosed, the purpose of

the disclosure and fully identify the any and all recipients of the disclosure including any

known address, phone number, facsimile, electronic mail and/or other contact

information.

3. NO LICENSE TO CONFIDENTIAL INFORMATION. Except as expressly set forth

herein, no license or other rights to Confidential Information are granted or implied

hereby and the Discloser retains all of its rights therein.

4. FEEDBACK. Notwithstanding any other provision in this Agreement, if Recipient

provides any ideas, suggestions or recommendations to Discloser regarding

Discloser's Confidential Information ("Feedback"), Discloser is free to use and

incorporate such Feedback in Discloser's products, without payment of royalties or

other consideration to Recipient, so long as Discloser does not infringe Recipient's

patents, copyrights or trademark rights in the Feedback. Nothing in this Agreement is

intended to grant a license or waive any rights in either party's patents, copyrights or

trademarks.

5. INDEPENDENT DEVELOPMENT. Discloser understands that Recipient may currently,

or in the future, be developing information internally or receiving information from other

parties that may be similar to Discloser's Confidential Information. Nothing in this

Agreement will prohibit Recipient from developing products, or having products

developed for it, that compete with Discloser's products so long as Recipient does not

use or disclose Discloser's Confidential Information.

6. NO WARRANTY. Discloser warrants that it has the right to disclose the Confidential

Information to Recipient. Otherwise, all information is provided "AS IS" and without any

warranty, express, implied or otherwise, regarding its accuracy or performance.

7. RETURN OF DOCUMENTS. Within ten (10) business days of receipt of Discloser's

written request, and at Discloser's option, Recipient will either return to Discloser all

tangible Confidential Information, including but not limited to all electronic files,

documentation, notes, plans, drawings, and copies thereof, or will provide Discloser

with written certification that all such tangible Confidential Information of Discloser has

been destroyed.

8. TERM AND TERMINATION. Recipient's duty to protect Discloser's Confidential

Information expires at the latter of five (5) years from the date on which that

Confidential Information was disclosed to Recipient or five (5) years from the

termination of the project and/or Recipient’s roll in the Project. Either party may

terminate this Agreement upon ten (10) days written notice; however, any termination

of this Agreement shall not relieve Recipient of its confidentiality and use obligations

with respect to Confidential Information disclosed prior to the date of termination.

9. NO EXPORT. Recipient may not use or otherwise export or re-export any portion of

the Confidential Information except as authorized by United States law and the laws of

the jurisdiction in which the Confidential Information was obtained. In particular, but

without limitation, the Confidential Information may not be exported or re-exported (a)

into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's

list of Specially Designated Nationals or the U.S. Department of Commerce's Denied

Persons List or Entity List. By using the Confidential Information, Recipient represents

and warrants that Recipient is not located in any such country or on any such list.

Recipient also agrees that Recipient will not use the Confidential Information for any

purposes prohibited by United States law, including, without limitation, the

development, design, manufacture or production of nuclear, missile, chemical or

biological weapons.

10. NO IMPLIED WAIVER. Neither party's failure or delay in exercising any of its rights will

constitute a waiver of such rights unless expressly waived in writing.

11. NO ASSIGNMENT. This Agreement may not be assigned by either party by any

means, including without limitation, by operation of law or merger, without the prior,

written consent of the other party. Any attempted assignment of this Agreement in

violation of this section will be void.

12. REMEDIES. It is understood and agreed that if Recipient breaches any term of this

Agreement, the Discloser will be seriously damaged, and that the amount of damages

will be difficult to ascertain. Accordingly, the Recipient agrees with the Discloser that if,

during the term of this Agreement as described by Section 8, the Recipient breaches

any term of this Agreement, the Discloser will be entitled to an injunction prohibiting

violations of this Agreement, in addition to any monetary damages, including attorneys’

fees, to which the Discloser may be entitled.

13. ENTIRE AGREEMENT AND GOVERNING LAW. This Agreement constitutes the

entire agreement with respect to the Confidential Information disclosed pursuant to

this Agreement and supersedes all prior or contemporaneous oral or written

agreements concerning such Confidential Information. This Agreement may not be

amended except by written agreement signed by authorized representatives of both

parties. This Agreement will be governed by and construed in accordance with the

laws of the State of Oregon, excluding that body of Oregon law concerning conflicts of

law. The parties further submit to and waive any objections to the exclusive jurisdiction

of and venue in any of the following forums: U.S. District Court for the District of

Oregon, Circuit Court of the State of Oregon for the County of Multnomah, or any

other forum in Multnomah County, Oregon, for any litigation arising out of this

Agreement.

UNDERSTOOD AND AGREED TO BY  AUTHORIZED REPRESENTATIVES OF BOTH PARTIES

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David Unitan, co-founder

Hedron Technology, INC

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