1. Confidential Information: Confidential Information means any information disclosed to by one Party to the other, either directly or indirectly in writing, orally, or by inspection of tangible or intangible objects, including without limitation, documents, business plans, source code, trade secrets, intellectual property, patent materials, schematics, software, documentation, financial analysis, marketing plans, customer names, customer list, customer data as it relates to any existing or proposed project under consideration. Confidential Information shall not, however, include any information which the Receiving Party can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving Party; or (iii) is in the possession of the Receiving Party, without confidentiality restrictions, at the time of disclosure. The Party disclosing the Confidential Information shall be referred to as the "Disclosing Party" in the Agreement and the Party receiving the Confidential information shall be referred to as the "Receiving Party" in this Agreement.
2. Non-use and Non-disclosure: The receiving Party agrees not to use any Confidential Information disseminated for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the Parties hereto. The Receiving Party agrees not to disclose any Confidential Information to third parties or to its employees, except to those employees who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. The Receiving Party shall not reverse engineer, dissassemble or decompile any prototypes, software or tangible objects which embody the Disclosing Party's Confidential Information, and which are provided to the Receiving Party hereunder.
3. Maintenance of Confidentiality and Confidential Information: The Receiving Party Agrees that it shall take all reasonable measures to protect the secrecy of, and avoid disclosure, and unauthorized use of the Confidential Information. Without limiting the foregoing, the Receiving Party shall take at least those measures that the Receiving Party takes to protect its own most highly Confidential Information, and shall have its employees, if any, who have access to the Confidential Information, sign a Non-use and Non-Disclosure Agreement in content, substantially similar to the provisions hereof, prior to any disclosure of the Confidential Information to such employees. The Receiving Party shall not make any copies of the Confidential Information unless the same are previously approved in writing by the Disclosing Party. The Receiving Party shall reproduce the Disclosing Party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information.
4. Non-Circumvention: The Parties hereby legally, wholly, and irrevocably bind themselves and guarantee to one and another, that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each other's interest, or the interest or relationship between The Parties, resulting by the introduction(s) by either to the other or its Affiliates to those stated in RAM's Profit Participation Agreement (PPA) or other adjoining documents related to any Financial Instrument or Private Trading Program presented by RAM or its Affiliates, by means of any procedures, sellers, buyers, brokers, dealers, distributors, refiners, shippers, financial instructions, technology owners or manufacturers, as it relates to any proposed, or existing technology, or products introduced, for the purpose of changing, increasing or avoiding, directly or indirectly, payments of established or to be established fees, commissions, or the continuance of pre-established relationships, or to intervene in un-contracted relationships with manufacturers or technology owners, intermediaries, entrepreneurs, legal consel, or to initiate any buy/sell, or any transactional relationship that by-pass one of The Parties in favor of any other individual or entity, in connection wit the subject transaction or Project or any related future Transaction or Project contemplated herein, as it applies.
5. No Obligation: Nothing herein shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
6. No Warranty: All Confidential is provided "as is". Neither Party warrants that any transactions contemplated or discussed will ever come to fruition. Neither Party makes any warranties, expressed, implied, nor otherwise regarding the accuracy or completeness of the information provided, excepting that all information exchanged must be done so in good faith.
7. Return of Materials: All documents and other tangible objects containing or representing Confidential Information, and all copies thereof which are in the possession of the Receiving Party, shall be and remain the Property of the Disclosing Party and shall be promptly returned to the Disclosing Party upon the Disclosing Party's request. The Receiving Party will destroy and duplicates and/or copies of Confidential records on file.
8. No License: Nothing in this Agreement is intended to grant any rights to either Party under any patent, mask, work right or copyright of RAM, nor shall the Agreement grant the Receiving Party any rights in or to Confidential Information except as expressly set forth herein.
9. Term: This Agreement shall survive for a period of (3) years from the date of disclosure of the the Confidential Information.
10. Remedies: The Receiving Party Agrees that any violation of threatened violation of this Agreement will cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to obtain injunctive relief in addition to legal remedies.
11: Non_Solicitation: This is not an offer to sell a Security. This NCNDA acts as a protection for both Parties resulting from an inquiry by the signing Party to learn more about certain financial opportunities. An offer to sell may only occur by the presentation of a Private Placement Memorandum or Contract to be reviewed by the Party's Legal Advisor or other trusted Financial Advisor.
12. Legal Disclaimer: The materials related to various financial options presented by RAM and/or on this website should not be construed as an offer or a solicitation of an offer to buy or any loan or security in any jurisdiction. We are not soliciting any specific action based on this material. For the purposes of U.S. rules and regulations, it does not constitute a recommendation or take into account the particular investment objectives, financial conditions, or needs of individual clients. Before acting on this material, you should consider whether it is suitable for your particular circumstances, and, if necessary, seek professional advice. The price and value of investments, or the lending rates and terms referred to in this material, and the income or loan from them may go down as well as up, and investors may realize losses on any investments or loan. Past performance is not a guide to future performance. Future returns or rates are not guaranteed and a loss of original capital may occur. We do not provide tax, accounting, or legal advice to our clients, and all investors or borrowers are advised to consult with their tax, accounting, or legal advisers regarding any potential investment or loan request. The material is based on information that we consider reliable, but we do not represent that it is accurate, complete and/or up to date, and it should not be relied on as such. Opinions expressed are our current opinions as of the date appearing on this material only and only represent the views of the author, unless otherwise expressly noted.
13. Miscellaneous. This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns. This Agreement shall be governed by the Laws of the State of Arizona, Maricopa County, without reference to conflict of laws principles. This Document contains the entire Agreement between the Parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver, or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties hereto. Any and all disputes arising under or related to this Agreement shall be adjudicated exclusively in the State of Arizona, Maricopa County. The Parties have excuted this Non-Disclosure Agreement as of the date first written below.
BY MY SIGNATURE BELOW I UNDERSTAND, ACCEPT, AND AGREE TO THE TERMS OF THIS MUTUAL NON-CIRCUMVENTION NON-DISCLOSURE, LEGAL DISCLAIMER AGREEMENT, ALONG WITH THE DELIVERABLES NOTED ABOVE, AND WILL ALLOW FOR A BACKGROUND CHECK FOR DUE DILIGENC AND COMPLIANCE PURPOSES, AS OF THE DATE STAMP BELOW.