NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT
________________________________________________________________________________________
This Confidentiality Agreement (" Agreement") is made and effective the
Date
__________________
BETWEEN: I INVEST REALTY GROUP , LLC (the "Owner"), an Indiana limited liability company and/or its Successors
and Assigns, Affiliated, and other Owned/Subsidiary Entities organized and existing under the laws of the State of
Indiana, with its office located at 5534 St Joe Rd, Fort Wayne, IN 46835.
AND:
______________________ (the "Recipient"), an individual and/or its Successors and Assigns, Affiliated, and other
Owned/Subsidiary Entities located at the State of Indiana.
WHEREAS, Recipient has been or will be potentially engaged in the providing certain services to the Owner; and in
connection therewith may have access to certain confidential and proprietary information; and
WHEREAS, in the course of consideration of the possible transaction or relationship, Owner may disclose to
Recipient confidential, important, and/or proprietary trade secret information concerning Owner and its activities.
NOW, THEREFORE, in consideration of the terms and covenants of this agreement, and other valuable consideration,
the parties agree as follows:
1. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
Owner proposes to disclose certain of its confidential and proprietary information (the Confidential Information") to
Recipient. Confidential Information shall include all intellectual property, technology, client lists, business plans,
marketing plans, financial information, and other information disclosed or submitted, orally or in writing to
Recipient by Owner. Confidential Information also includes information which, by the nature of the circumstances
surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement,
Confidential Information does not include:
A. Information that is currently in the public domain or that enters the public domain after the signing of this
Agreement.
B. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a
non-disclosure obligation.
C. Information that the Recipient independently develops without reliance on any Confidential Information from
Owner.
2. RECIPIENT'S OBLIGATIONS
A. Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and
Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of
its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know.
Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to
any other party whatsoever except prior written authorization of Owner.
1B. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of
this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or
tangible form, including copies, or other media containing such Confidential Information, within seven (7) days of
such request.
3. TERM
A. The obligations of the Agreement shall survive five (5) years from the Effective Date and continue to resume until
the Recipient is no longer working for the Company.
B. Non-Circumvention. For a period of five (5) years after the end of the term of this Agreement, the Recipient will
not attempt to do business with, or otherwise solicit any Company’s business contacts, vendors, and current or
non-current clients and investors found or otherwise referred by Company to Recipient for the purpose of
circumventing, the result of which be to prevent the Company from realizing or recognizing a profit, fees, or
otherwise, without the specific written approval Owner of the Company. This includes without limitations apply to
no usage or duplicate of business documents or templates, trade secret, technical data, product ideas, contracts,
financial information or modeler, pricing structure, source code and/or object code, copyrights and intellectual
property. If such circumvention shall occur the Company shall be entitled to any monetary commissions, recovery or
damages due pursuant to this Agreement.
4. PERMITTED DISCLOSURES
Recipient may disclose Owner's Confidential Information to Recipient's responsible Representatives with a bona fide
need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed
transaction or relationship with Owner and only if such employees are advised of the confidential nature of such
Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally
enforceable code of professional responsibility to protect the confidentiality of such Confidential Information.
5. REQUIRED DISCLOSURES
Recipient may disclose Owner's Confidential Information if and to the extent that such disclosure is required by
court order, provided that Recipient provides Owner a reasonable opportunity to review the disclosure before it is
made and to interpose its own objection to the disclosure.
6. USE
Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a
possible transaction or relationship with Owner and shall not in any way use the Confidential Information to the
detriment of Owner.
7. NO LICENSE
Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any
Confidential Information. It is understood and agreed that neither party solicits any change in the organization,
business practice, service or products of the other party, and that the disclosure of Confidential Information shall not
be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an
encouragement to expend funds in development or research efforts. Confidential Information may pertain to
2prospective or unannounced products. Recipient agrees not to use any Confidential Information as a basis upon
which to develop or have a third party develop a competing or similar product.
8. NO ADDITIONAL AGREEMENTS
Neither the holding of discussions nor the exchange of material or information shall be construed as an obligation of
Owner to enter into any other agreement with Recipient or prohibit Owner from providing the same or similar
information to other parties and entering into agreements with other parties. Owner reserves the right, in its sole
discretion, to reject any and all proposals made by Recipient or its Representatives with regard to a transaction
between Recipient and Owner and to terminate discussions and negotiations with Recipient at any time. Additional
agreements of the parties, if any, shall be in writing signed by Owner and Recipient.
9. IRREPARABLE HARM
Recipient understands and acknowledges that any disclosure or misappropriation of any of the Confidential
Information in violation of this Agreement may cause Owner irreparable harm, the amount of which may be difficult
to ascertain, and therefore agrees that Owner shall have the right to apply to a court of competent jurisdiction for
specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such
other relief as Owner shall deem appropriate. Such right of Owner is to be in addition to the remedies otherwise
available to Owner at law or in equity.
10. GOVERNING LAW AND EQUIT ABLE RELIEF
This Agreement shall be governed and construed in accordance with the laws of the United State of America and the
State of INDIANA, Allen County and Recipient consents to the exclusive jurisdiction of the state courts and federal
courts located there for any dispute arising out of this Agreement. Recipient agrees that in the event of any breach or
threatened breach by Recipient, Owner may obtain, in addition to any other legal remedies which may be available,
such equitable relief as may be necessary to protect Owner against any such breach or threatened breach.
11. SEVERABILITY
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this
Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.
12. NO PUBLICITY
Recipient agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the
Agreement, or the fact that discussions are being held with Owner.
13. NO IMPLIED WAIVER
Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the
terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or
delay in performance of any term hereof.
Non-Disclosure & Confidentiality Agreement
14. HEADINGS Headings
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or
intent.
15. NOTICES
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the
appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery
services.
16. SURVIVAL
This Agreement shall continue in full force and effect at all times.
17. SUCCESSORS AND ASSIGNS
This Agreement and each party's obligations hereunder shall be binding on the representatives, assigns, and
successors of such party and shall inure to the benefit of the assigns and successors of such party; provided,
however, that the rights and obligations of Recipient hereunder are not assignable.
18. ATTORNEY'S FEES
If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing
party in such action shall be awarded its attorneys' fees and costs incurred.
19. COUNTERPARTS AND RIGHT
This Agreement may be signed in counterparts, which together shall constitute one agreement. The person signing
on behalf of Recipient represents that he or she has the right and power to execute this Agreement.
20. ENTIRE AGREEMENT
This Agreement expresses the full and complete understanding of the parties with respect to the subject matter
hereof and supersedes all prior or contemporaneous proposals, agreements, representations and understandings,
whether written or oral, with respect to the subject matter. This Agreement may not be amended or modified except
in writing signed by each of the parties to the Agreement. This Agreement shall be construed as to its fair meaning
and not strictly for or against either party. The headings hereof are descriptive only and not to be construed in
interpreting the provisions hereof. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.