NON-DISCLOSURE AGREEMENT
(Beta Testing – VK Industrial IOT LLC)
This Non-Disclosure Agreement ("Agreement") is made and entered into as of the Effective Date:{effectiveDate}, by and between:
[VK Industrial IOT LLC], an Illinois corporation with its principal place of business at 15
Corinth Ct, Tinley Park, IL 60477, USA ("Disclosing Party"), and {firstName} {lastName}, with a principal location at {address187} {address188}, {city}, {state} {zipCode}, USA ("Receiving Party").
1. PURPOSE
The Disclosing Party is providing the Receiving Party with access to certain proprietary
software, technology, and related materials for the purpose of beta testing (the "Business
Purpose"). The Receiving Party agrees to maintain confidentiality regarding all disclosed
information. In connection with such discussions and the implementation of testing procedures, VK Industrial IOT LLC and Party recognize that there is a need to disclose to each other certain confidential information to be used only for the Business Purpose and to protect such confidential information from unauthorized use and disclosure.
2. CONFIDENTIAL INFORMATION
(a) "Confidential Information" means any non-public information provided by the Disclosing Party, including but not limited to software, documentation, business plans, technical data, and trade secrets.
(b) Confidential Information does not include information that is: (i) publicly available through no breach of this Agreement, (ii) lawfully received from a third party without confidentiality obligations, (iii) independently developed by the Receiving Party without reference to the Disclosing Party’s information, or (iv) disclosed with prior written consent from the Disclosing Party.
(c) If disclosed orally, is identified as “confidential” or “proprietary” at the time of such
disclosure, and is summarized in a writing (including email) sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary.
3. OBLIGATIONS OF RECEIVING PARTY
(a) Each party agrees: (i) to maintain the other party’s Confidential Information in strict
confidence; (ii) not to disclose such Confidential Information to any third parties, except as specifically permitted herein; and (iii) not to use any such Confidential Information for any purpose except for the Business Purpose. Each party may disclose the Confidential Information of the other party to its employees, contractors and consultants, and those of its Affiliates, who have a bona fide need to know such Confidential Information for the Business Purpose, but solely to the extent necessary to pursue the Business Purpose and for no other purpose;
4. INTELLECTUAL PROPERTY
All intellectual property rights in and to the beta software and any modifications, enhancements, or derivatives thereof shall remain the sole property of the Disclosing Party. No rights or licenses are granted to the Receiving Party except as expressly stated herein.
5. EQUITABLE RELIEF
The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may not be an adequate remedy. Therefore, in addition to any other rights and remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable relief without the necessity of proving actual damages or posting a bond.
6. TERM & TERMINATION
This Agreement shall remain in effect from the Effective Date until terminated by either party with written notice. The confidentiality obligations shall survive termination for a period of [X] years.
7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles.
8. MISCELLANEOUS
(a) This Agreement constitutes the entire understanding between the parties regarding
Confidential Information and supersedes all prior agreements.
(b) Any amendments must be in writing and signed by both parties.
(c) If any provision is found invalid, the remainder shall remain in full force and effect.