business and in connection with this opportunity wish to execute the Non-Disclosure Non-Circumvention Agreement ("Agreement").
1. Confidential Information: Confidential Information means any information disclosed to 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 analysis, marketing plans, customer names, customer list, customer data as it relates to any existing or proposed project under consideration. 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 the Receiving Party; or (iii) is in the possession of the Receiving Party, without confidentiality restrictions, at the time of disclosure. The Party disclosing the Confidential Information shall be referred to as the "Disclosing Party" in the Agreement and the Party receiving the Confidential information shall be referred to as the "Receiving Party" in this Agreement.
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 hereto. The 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 in order to evaluate or engage in discussions concerning the contemplated business relationship. The Receiving Party shall not reverse engineer, dissasemble or decompile any prototypes, software or tangible objects which embody the Disclosing Party's Confidential Information, and which are provided to the Receiving Party hereunder.
3. Maintenance of Confidentiality and Confidential 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, the Receiving Party shall take at least those measures that the Receiving Party takes to protect its own most highly Confidential Information, and shall have its employees, if any, who have access to the Confidential Informtation, sign a Non-use and Non-Disclosure Agreement in content, substantially similar to the provisions hereof, prior to any disclosure of the Confidential Information to such employees. The Receiving Party shall not make any copies of the 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 and another, that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each other's interest, or the interest or relationship between The Parties, resulting by the introduction(s) to those stated in Exhibit A attached to this Agreement, by means of any proceedures, 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, entrepeneurs, legal consel, or to initiate any buy/sell, or any transactional relationship that by-pass one of The Parties in favor of any other individual or entity, in connection wit the subject transaction or Project or any related future Transaction or Project contemplated herein, as it applies.
5. No Obligation: Nothing herein shall obligate either Party to proceed with any transaction between them, 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 is provided "as is". RIG does not warrant that any transactions contemplated or discussed will ever come to fruition. Neither Party makes any warranties, expressed, implied, nor 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 therof which are in the possession of the 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. The Receiving Party will destroy and duplilcates and/or copies of Confidential records on file.
8. No License: Nothin in this Agreement is intended to grant any rights to either Party under any patent, mask, work right or copyright of RIG, nor shall the Agreement grant the 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) years from the date of disclosure of the the Confidential Information.
10. Remedies: The Receiving Party Agrees that any violation of threatened violation of this Agreement will cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to obtain injunctive relief in addition to legal remedies.
11. Injunctive Relief: 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 regardto 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 Associate 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.
12. 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, or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signedby 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 excutied this Non-Disclosure Agreement as of the date first written below.
EXECUTED AND AGREED BY AUTHORIZED REPRESENTATIVES OF THE PARTIES AS OF THE DATE WRITTEN BELOW.