This Mutual Non-Circumvention Non-Disclosure Agreement (this "Agreement") is made and entered into as of the Date noted above by and between RAM Global Enterprises, an Arizona Limited Liability Company, (“RAM”) having its place of business at 7400 E Gainey Club Dr. Unit 245, Scottsdale, AZ 85258. (“RAM”) and the Party noted above (“Company’) hereinafter "Parties", having its place of business noted above.
1. Confidential Information. Confidential information means any information disclosed 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 documents and analysis, marketing plans, customer names, customer list, customer data as it relates to any existing or proposed project under consideration. Confidential Information may also include Third-Party information disclosed to one of the Parties (“Receiving Party”) by the other Party (“Disclosing Party”) at the direction of the Third Party. 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 Receiving Party; or (iii) is in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party as shown by Receiving Party's files and records immediately prior to the time of disclosure.
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. 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 to evaluate or engage in discussions concerning the contemplated business relationship. The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party's Confidential Information and which are provided to the Receiving Party hereunder.
3. Maintenance of Confidentiality 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, Receiving Party shall take at least those measures that Receiving Party takes to protect its own most highly confidential information and shall have its employees who have access to Confidential Information sign a non-use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. The Receiving Party shall not make any copies of 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 another that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each others’ interest, or the interest or relationship between the Parties, resulting by the introduction(s) of either the Disclosing Party or the Recieving Party, 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 counsel, or to initiate any buy/sell or other transactional relationship that by-passes one of the Parties in favor of any other individual, organization, or entity, in connection with the subject transaction, project, or any related future transaction, or future project contemplated herein, as this applies.
5. No Obligation. Nothing herein shall obligate either Party to proceed with any transaction between the Parties, 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 information is provided “as is”. RAM does not warrant that any transactions contemplated or discussed will ever be achieved or executed. Neither Party makes any warranties, express, implied, or 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 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. Receiving Party will destroy any duplicates 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 this Agreement grant 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), three years from the date of disclosure of the Confidential Information.
10. Arbitration Agreement. All matters arising out of or relating in any way whatsoever to this Agreement, solely, shall be finally resolved by means of binding arbitration in accordance with the American Arbitration Association rules, whether in contract, tort, or otherwise shall be governed by the laws of the State of Arizona and the Federal Laws of the United States of America without regard to principles of conflict of law including its choice of law’s provisions. Arbitration shall be held in the City of Phoenix, Maricopa County. A mediator shall be appointed by agreement between the Parties. Parties agree to adhere to the ruling set forth by the American Arbitration Association and agree to forego litigation in favor of their rulings. The prevailing party in such Arbitration, as shall be determined by the Arbitrator, shall be entitled to an award of its reasonable legal fees and costs.
11. 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 thereof or of any other provision hereof. There are no presumptive Oral Agreements and if there were they are superseded by this Agreement. 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 executed this Mutual Non-Disclosure Non-Circumvention Agreement as of the date noted below with the Recieving Party's Signature.
12. Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law, or is otherwise invalid, the remaining portion or portions shall be considered severable and not affected by such determination, and the rights and obligations of the Parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provisions held to be illegal or invalid.
Executed and agreed by authorized representatives of the Parties as of the date first above written.
RAM Global Enterprises LLC
7400 E Gainey Club Dr. Unit 245
Scottsdale, AZ 85258
By: Ronald I Gross
Its: Managing Member
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BY MY SIGNATURE BELOW I UNDERSTAND, ACCEPT AND AGREE TO THE TERMS OF THIS MUTUAL NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT AS OF THE DATE STAMP BELOW.