This Agreement is entered into on the date provided below (the “Effective Date”) by and between Jeff Applebaum (herein referred to as the “Inventor” or “Owner”) and the individual or business entity identified below (herein referred to as the “Recipient”). The Recipient shall include, individually and collectively, the undersigned individual or entity and any of its officers, directors, affiliates, partners, employees, independent contractors, agents, or representatives, to the extent they exist.
WHEREAS, Inventor holds secret, confidential, know-how, trade secrets, intellectual property and proprietary information and corresponding rights, title and interest therein (individually and collectively referenced as "Information") relating to and including a real-time OCR system and related technology and ideas (referenced herein as "Invention"), including any and all improvements and changes made or that may be made thereto, and has authority to disclose said Information and Invention; and
WHEREAS, in consideration of the terms and conditions herein, Inventor desires to and may disclose at its sole discretion portions of said Invention and, or Information (individually and collectively referenced as "Confidential Information") to Recipient solely for evaluation by Recipient, and Recipient desires to receive such Confidential Information in strict confidence, solely for the purpose of evaluating the possibility of participating in the sale, manufacturing, design and/or marketing of the Invention. In order to provide for such evaluation, and in consideration of disclosure of said Confidential Information by Inventor to Recipient, the parties hereto agree to the following terms and conditions:
The above recitals are true and accurate and form a part of this Agreement.
The Recipient agrees that it will not disclose, relate or describe the Confidential Information in whole or in part to any third party entity or individual without receiving prior written consent from Inventor and to restrict disclosure of Confidential Information received from Inventor solely to those employees of Recipient having a need to know said information to accomplish the contemplated purpose set forth herein. Recipient agrees to and shall insure that each of their employees that will receive access to the Confidential Information is first made aware of and made contractually obligated to abide by terms of this Agreement prior to any said disclosure. Prior to any disclosure to any employee or approved third party, Recipient shall have the receiving employee and, or third party sign a nondisclosure and restricted use agreement having the terms herein and no terms that conflict with this Agreement. In consideration of receiving access to the Confidential Information, Recipient shall not market, sell, develop, or commercially use in any way the Confidential Information and, or any other information related to the Invention without the prior express written consent of the Inventor in a separate written agreement.
Recipient shall have no obligation with respect to any such Confidential Information which:
(a) is independently developed by Recipient without the benefit of said Confidential Information disclosed, or is already known to Recipient at the time of receiving such Confidential Information. However, in order to rely on this Section, Recipient must provide evidence by written documentation establishing such knowledge within five (5) days of first receiving access to the Confidential Information, whether in whole or in part;
(b) is publicly known or becomes publicly known not through the wrongful act or breach of this Agreement by Recipient; or
(c) is rightfully received by Recipient from a third party on a non-confidential basis and disclosed by Recipient to Inventor.
With respect to the Confidential Information disclosed, Recipient agrees not to use, market, sell, develop, reverse engineer, distribute, redesign and, or copy for distribution the Confidential Information and, or any information related to the Invention, in whole or in part, and to restrict use of the Confidential Information to evaluation purposes only, as described in this Agreement, unless and until a formal written agreement for the agreed purpose has been entered into by the parties. Recipient shall treat the Confidential Information and related information to the Invention, in whole and in part, as strictly confidential in conformance with this Agreement.
Recipient acknowledges that any breach of this agreement by Recipient will irreparably harm Inventor and entitle Inventor to preliminary and permanent injunctions enjoining Recipient from, among other things, the use, sale and distribution of the Invention, Information, Confidential Information and any products and, or services derived therefrom, and to actual damages and punitive damages. In the event Recipient breaches this Agreement, Recipient shall pay any and all attorney's fees and costs incurred by Inventor in connection with enforcing, defending and/or litigating this Agreement, including those incurred in connection with any appeal or appeals. This provision shall not limit or affect or be construed as a waiver of Inventor's right to pursue all other available legal remedies and recourse.
Without affecting the parties' obligations and rights with respect to the Confidential Information, Information, Invention and any other related information disclosed under this Agreement, Recipient shall not engage in or contribute the same to any ongoing or anticipated business, work, research, project, investigation, production, development, activity or venture which is then competitive or potentially competitive with Inventor or which is similar to a product, activity, venture, process, apparatus, research, project, investigation, production or development originated from or for Inventor or to which Recipient had access to as a result of this Agreement. Recognizing that Inventor will or intends to market its product(s) to customers throughout the country, Canada and worldwide, it is understood and agreed by Recipient that the restrictions of this Agreement have a territorial extent of the entire United States, Canada and worldwide. If any terms of this provision, including duration and geographic scope of the restrictions, are deemed invalid, unreasonable or not enforceable, the parties agree that a court of law may replace those terms it deems unreasonable with ones that are deemed reasonable, and that this provision shall remain valid and shall be enforceable under the replaced terms. In addition to this provision, Recipient shall continue to be obligated under the confidential provisions of this Agreement.
This Agreement constitutes the entire understanding and agreement of and between the parties with respect to the subject matter hereof and supersedes all prior representations and agreements, except as otherwise indicated herein, and shall not be modified or varied by any oral agreements or representations or otherwise than by an instrument in writing.
The terms and provisions of this agreement shall be non-assignable. This Agreement shall be governed and enforced by the laws of the State of Florida of the United States, and jurisdiction and venue shall be in Broward County, Florida or the Southern District of Florida.
The failure to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement, or any part thereof, or the right of either party thereafter to enforce each and every such provision in accordance with the terms of this Agreement. If any provision of this Agreement shall be held to be unenforceable in whole or in part, then the invalidity of such provision shall not be held to invalidate any other provision herein and all such other provisions shall remain in full force and effect.
All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the parties, the permitted assigns of Recipient and the heirs, successors and assigns of Inventor.
The undersigned Recipient acknowledges and agrees that this Non-Disclosure and Restricted Use Agreement has been prepared by Jeff Applebaum (“Inventor” or “Owner”) and that, by providing their electronic signature below, the Recipient affirms that they have read, understood, and agree to be bound by all terms and conditions herein.
This Agreement shall become effective as of the date the Recipient signs below (“Effective Date”). The Inventor’s signature is not required for the Agreement to be binding upon the Recipient; however, the Inventor may, at their discretion, countersign to acknowledge receipt and acceptance.