Mid City Engineering, LLC ("Disclosing Party") having a principal place of business at 1322 W Walton St, Chicago IL 60642, and the individual or company set forth on the signature block at the end of this Agreement (hereinafter the undersigned individual or company its employees, officers, assigns or beneficiaries, shall collectively be referred by "Receiving Party") hereby enter into a confidentiality and nondisclosure agreement.
- Disclosing Party intends to disclose to Receiving Party confidential information and trade secrets in relation to REMOTE STARTER AND RELATED PRODUCTS (hereinafter collectively called "Confidential Information") so that Receiving Party may consider a prospective business arrangement with Disclosing Party.
- Receiving Party agrees to hold in strictest confidence all Confidential Information disclosed by Disclosing Party and agrees not to, directly or indirectly, disclose, use, disseminate, or otherwise make public the Confidential Information at any time to anyone outside Receiving Party without the express written consent of Disclosing Party.
- Receiving Party agrees not to take any action based on the Confidential Information disclosed by Disclosing Party or to use such information in any manner (including for its commercial advantage) without the written authorization of Disclosing Party, or take any undue advantage of Disclosing Party as a result of the disclosures of the Confidential Information contemplated by this agreement.
- In the event that Disclosing Party and Receiving Party do not proceed with a new business agreement, Receiving Party agrees to return upon request any documents provided by Disclosing Party; to refrain from taking any action based on Confidential Information disclosed by Disclosing Party; and to maintain future confidentiality of such Confidential Information.
- This Agreement shall not prejudice any rights Receiving Party may have to subject matter growing out of any independent work which it may have done or is doing on similar subject matter or from the fact that such subject matter may be public or otherwise available to it. Receiving Party agrees to assign to Disclosing Party any intellectual property rights arising out of the business relationship between the parties.
- In the event that Receiving Party and Disclosing Party enter into a business arrangement, this agreement shall continue in force unless the parties otherwise agree in writing. This Agreement will be exclusively governed by and construed in accordance with the domestic laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule.