NON-DISCLOSURE AGREEMENT (NDA)
I. The Parties
This Unilateral Non-Disclosure Agreement, hereinafter referred to as the “Agreement”, effective as of {dateToday}, hereinafter referred to as the “Effective Date”, is by and between:
Releasor described as 1 individual(s) known as Joseph Kokenge ("Releasor")
AND
Recipient described as 1 individual(s) known as {name16} ("Recipient").
II. DEFINITIONS
"App" refers to the iOS App known as Dinner Decider. throughtout it's existence including before, during, and after it's availability on the App Store.
Confidential Information refers to any kind of data and information related to the Disclosing Party. It could be written, oral, visual or other tangible forms. This information is agreed by both parties as confidential, but not limited to the following:
(a) All app content provided in beta releases.
(b) Future or potential app details that are not found on the current or existing app version in the App Store.
(c) These potential or future details include but are not limited to any non-public information provided to the recipient by the releasor and any non-public information, ideas or concepts provided to the recipient by fellow recipients known as "beta testers".
III. PROTECTION OF CONFIDENTIAL INFORMATION
The Receiving Party acknowledge this agreement and must do the following:
(a) No disclosure;
(b) No copying/cloning/modifying;
(c) Unauthorized use of information;
IV. EXCLUSIONS FROM CONFIDENTIAL INFORMATION
The Recipient shall not be restricted from disclosing or using Confidential Information that:
(a) was freely available in the public domain at the time it was communicated to the Recipient by the Releasor;
(b) subsequently came to the public domain through no fault of the Recipient;
(c) is in the Recipient's possession free of any obligation of confidence at the time it was communicated to the Recipient by the Releasor;
(d) is independently developed by the Recipient or its representatives without reference to any information communicated to the Recipient by the Releasor;
(e) is provided by Recipient in response to a valid order by a court or other governmental body, as otherwise required by law; or
(f) is approved for release by written authorization of an officer or representative of the Releasor;
V. NON-COMPETITION
The Receiving Party understands and agrees not to be directly involved or indirectly involved in activities that are in direct competition of the Disclosing Party.
VI. OWNERSHIP
This Non-Disclosure Agreement is not transferable.
VII. Term
This Agreement, with respect to Confidential Information, will remain in effect for perpetuity.
VIII. Authority
This Agreement sets forth the entire Agreement and understanding between the Parties and supersedes all prior oral or written agreements and understandings relating to the subject matter of this Agreement. This Agreement may not be modified or discharged, in whole or part, except by consent in writing signed by the Parties.
IX. Severability
In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties hereto shall be construed and enforced as if the Agreement did not contain the particular provision(s) held to be unenforceable.
X. Governing Law
This Agreement shall be governed by and construed in accordance with the laws in the State of Louisiana.
XI. Authority
Each party hereto represents and warrants that it has the full power and authority to enter into and perform this Agreement, and each party knows of no law, rule, regulations, order, agreement, promise, undertaking or other fact or circumstance which would prevent its full execution and performance of this Agreement.
XII. Counterparts
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.