This Reciprocal Non-Disclosure Agreement is entered into as of * between Mortgage Free Life, LLC and all of Wentzville, Missouri (collectively referred to as "MFL") and * * (collectively referred to as "AGENT") DBA * (collectively referred to as "AGENT'S BUSINESS") and all related companies of "AGENT". Each party shall be referred to separately as a "Party" and collectively as the "Parties."
WHEREAS, the Parties desire to explore entering into a business relationship pursuant to which Confidential Information (as defined below) belonging to each Party may be transmitted to the other Party for review and evaluation and the receiving Party agrees to provide appropriate safeguards to protect the Confidential Information.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth below, the Parties hereby agree as follows:
1. No Joint Venture. The Parties agree that this Agreement is for the purpose of protecting Confidential Information (as defined herein) only. This Agreement is not a joint venture or other such business arrangement; and any agreement between the Parties as to joint business activities will be set forth in subsequent written agreements.
2. Definition of Confidential Information. The term "Confidential Information" shall mean all information, data and specifications furnished by a Party to the other Party, whether before or after the date hereof and whether in oral, written, electronic or graphic format, including, but not limited to, information constituting a trade secret under the applicable state and federal statutes and regulations ("Trade Secrets"), financial information, business plans, strategic and marketing plans, pricing information, customer lists, employee lists, designs, procedures, methods of operation, formulas, data flow analyses, drawings, sketches, product specifications, schematics, discoveries, inventions, research and development, improvements, source code and object code, concepts, ideas, processes, know-how, documentation, patterns, parts lists, blueprints, circuit diagrams, devices, prototypes and models. To be protected as Confidential Information, all such information shall, if in writing, be labeled as proprietary and/or confidential and, if oral, be identified as proprietary and/or confidential at the time of disclosure. Confidential Information shall not include such information, data and materials as either Party agrees in writing is not proprietary or confidential to that Party or which: (i) is or becomes publicly available by other than unauthorized disclosure by the receiving Party; (ii) is independently developed by the receiving Party without use of any Confidential Information; or (iii) is received from a third party who has lawfully obtained such Confidential Information without a confidentiality restriction. All copies of Confidential Information, or parts thereof, made by either Party shall also be considered Confidential Information. Notwithstanding the foregoing, the parties agree that all information shared by MFL with "AGENT" and "AGENT'S BUSINESS" will be deemed to be Confidential Information including, but not limited to, Bank, Credit Union, insurance companies, including reinsurance companies, and all other financial institutions, both domestic and foreign, mortgage free life information, spreadsheets, and written documentation related to MFL First Lien HELOC strategy.
3. Nondisclosure. For a period of two (2) years from the last date of receipt of Confidential Information, each Party shall use its good faith best efforts to maintain the confidentiality of such
Confidential Information, and shall not show or otherwise disclose such Confidential Information to any third parties, including, but not limited to, independent contractors and consultants, without the prior written consent of the disclosing Party; provided, however, that each Party may provide use and access of the Confidential Information to its bona fide employees, agents, officer, directors, attorneys and accountants (collectively, the "Representatives") who have a need to know such Confidential Information for purposes of conducting the Party's review and to determine whether it desires to pursue a business relationship with the other Party. Each Party shall by appropriate instruction or agreement inform its Representatives of such Party's obligations under this Agreement. Each Party shall be responsible for any unauthorized use, reproduction or disclosure of Confidential Information by any of its Representatives. Each Party shall not use the other Party's Confidential Information, in whole or in part, in developing any product or service or component thereof for its benefit or for the benefit of or on behalf of any third party without the prior written consent of the disclosing Party. Under no circumstances may either Party decompile, disassemble, reverse engineer or "unlock" any products (including computer programs), prototypes or models furnished to such Party by the other Party.
4. Disclosures Required By Law. If required by order of any court of competent jurisdiction or other governmental authority, the receiving Party may disclose to such authority data, information or materials involving or pertaining to Confidential Information to the extent required by such order, provided that the receiving Party shall first have used its best efforts to obtain a protective order reasonably satisfactory to the disclosing Party sufficient to maintain the confidentiality of such data, information or materials.
5. Proprietary Legends. No Party shall remove any copyright or other proprietary rights notice attached to or included in any Confidential Information. Each Party shall reproduce all such notices on any copies such Party makes of Confidential Information.
6. Return of Confidential Information. Upon either Party's request or upon completion of the review and evaluation of the Confidential Information, each Party will return to the other Party all Confidential Information in tangible form, whether reduced to such form by either Party, including all copies thereof.
7. Proprietary Rights. All right, title, and interest in and to the Confidential Information and any Trade Secrets or other intellectual property rights embodied therein are retained by the disclosing Party. Nothing contained in this Agreement shall be construed as granting or transferring to or conferring upon the receiving Party rights in the disclosing Party's Confidential Information not possessed by such Party prior to this Agreement.
8. Legal and Equitable Relief. Each Party hereby acknowledges and agrees that the other Party considers its Confidential Information to be a commercially valuable, confidential asset of such Party, rejecting the investment of considerable time, effort and money in the development of the design and specifications and marketing strategies for various products or services. In the event of any actual or threatened violations or breaches of this Agreement by a Party or by such Party's Representatives, the Party agrees that the other Party shall be entitled to all legal and equitable remedies afforded it by law, including an injunction or any appropriate decree of specific performance without the necessity of such Party showing actual damages or that monetary damages would not afford an adequate remedy. In addition to any and all other forms of relief, a Party may recover from the breaching Party all reasonable costs and attorneys' fees incurred in seeking any such legal or equitable remedy.
9. Loss, Theft or Unauthorized Disclosure. Each Party will immediately notify the other Party of any theft or unauthorized disclosure, reproduction or use of any Confidential Information
or any part of such information, of which such Party has knowledge. A Party shall include in such notice the name, title and business address of any person, whether or not employed by such Party whom such Party reasonably believes has unauthorized possession of or made unauthorized disclosure, reproduction or use of Confidential Information. Such notice shall be sent to the other Party by registered or certified mail at its address set forth at the beginning of this Agreement.
10. Miscellaneous. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings. This Agreement shall not be modified except by a written instrument signed by both parties. If any part, term or provision of this Agreement shall be held illegal, unenforceable, invalid or in conflict with any federal, state or local law, the validity of the remaining provisions shall not be affected thereby. Neither party may assign this Agreement. The obligations of the parties under this Agreement shall not terminate upon any attempted assignment. A party's failure to enforce any provision of this Agreement shall not operate as that party's waiver of the particular provision or this Agreement. All disputes that arise between the parties with respect to the performance of this agreement shall be submitted to binding arbitration pursuant to Nebraska state law. The parties hereby agree to honor the ruling of the arbitrator(s). The final arbitration decision shall be enforceable through the courts in the State ol Nebraska, and this Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska without reference to its conflict of laws principles. Nothing in this Agreement will preclude either Party from discussing opportunities or hiring current employees of the other Party. Facsimile copies of this signed Agreement will have the same force and effect as an original signed agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
Signature:
Mortgage Free Life, LLC, DBA MFL
Officer
Signature: *
Name: * * DBA:
Email: *
Phone number: *
Referred by (Upline/Referral Agent):* *