This Confidentiality Agreement (this “Agreement”), dated as of , is by and between , located at
, (the “Receiving Party”) and Inner Light Design, Inc, a Colorado S-Corp company located at 3080 29th Street, Unit 14, Boulder, CO 80301 (the “Disclosing Party”). Each of the Disclosing Party and the Receiving Party is a “Party” and, together, the “Parties.”
Receiving Parties have expressed an interest in learning more about business concepts including but not limited to Inner Light Design, Inc. (the “Concepts”) created by and proprietary to the Disclosing Party.
Receiving Parties provide consulting and research services and employ, and/or organize a network of employees, agents and members to provide such services, and all of whom shall be bound by the terms of this agreement.
Receiving Parties would like to obtain information about the Concepts, including but not limited to a copy of a business plan and investor deck (the “Plans”) prepared by the Disclosing Party and to have communications and meetings with the Disclosing Party about the general Concepts, the research, and the Plans. The information contained in the Plans and to be discussed and disclosed is proprietary and is deemed to be confidential by the Disclosing Party (“Confidential Information”).
Any unauthorized communication by Receiving Parties may deprive the Disclosing Party of profits and adversely affect the Disclosing Party and any use or disclosure of such information by Receiving Parties to any person, firm or entity may cause Disclosing Party irreparable harm and damage.
The Parties therefore desire to set forth certain understandings regarding the information contained in the Plan and to be discussed between the Parties regarding the Concepts.
In consideration of the foregoing Recitals, the mutual covenants and agreements hereinafter contained, and for other good, fair and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Confidential Information.
1.1 This Agreement is intended to allow the Parties to discuss and evaluate the Plan and the Concept while protecting the Disclosing Party’s Confidential Information (including Confidential Information previously disclosed to the Receiving Parties) against unauthorized use or disclosure.
1.2 The Parties hereby acknowledge that by virtue of this Agreement, the Receiving Parties will have access to the Confidential Information of the Disclosing Party and that the communication of such Confidential Information to third parties could irreparably injure the business of the Disclosing Party. Accordingly, the Receiving Parties agree that they shall treat and safeguard, and shall cause its members, affiliates, directors, officers, employees, managing members, general partners, agents and consultants (including attorneys, financial advisors and accountants) (collectively, the “Representatives”) to treat and safeguard, as confidential and secret all Confidential Information received by the Receiving Parties at any time, and that the Receiving Parties shall not and shall not permit its Representatives to, without the prior written consent of the Disclosing Party, disclose or reveal any Confidential Information or the fact that it has received Confidential Information, or that any discussions or negotiations are or were ongoing between the Parties, to any third party whatsoever or use the Confidential Information in any manner whatsoever without the Disclosing Party’s consent.
1.3 Upon written request by the Disclosing Party, the Receiving Parties or the Representatives shall promptly return to the Disclosing Party, or destroy or delete as requested, copies of all Confidential Information in the possession of the Receiving Parties or the Representatives.
1.4 The Receiving Parties further agrees that they shall:
(a) immediately notify the Disclosing Party of any breach of this Agreement;
(b) fully cooperate with the Disclosing Party to mitigate the effect of such breach; and
(c) be responsible for any breach of this Agreement caused by any of its Representatives or others to whom it has provided or given access to the Confidential Information.
1.5 The Receiving Parties, and any parties to whom it provides the Confidential Information, will comply with all applicable laws with respect to the use and maintenance of the Confidential Information, including without limitation any applicable data protection laws.
2. Term and Termination.
2.1 The obligations of Recipient hereunder with respect to Discloser’s Confidential Information shall survive for a period of three (3) years from the date of such disclosure. Notwithstanding the foregoing, the obligations set forth herein with respect to any Confidential Information that meets the definition of a trade secret under applicable law shall continue to be in effect so long as that information remains a trade secret under applicable law.
3. No License.
3.1 Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of the other party, nor shall this Agreement grant Recipient any rights in or to the Confidential Information of Discloser.
3. Additional Provisions.
3.1 Neither the Disclosing Party nor any of its representatives or other agents makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information nor shall any of them be liable to the Receiving Parties or any of its Representatives relating to the Receiving Parties use of the Confidential Information or any errors therein or omissions therefrom.
3.2 The Disclosing Party hereby retains its entire right, title and interest, including all intellectual property rights, in and to all of the Confidential Information, and nothing herein shall be construed as an assignment or other transfer of any of the Disclosing Party's rights in the Confidential Information to any other party.
3.3 The Parties agree that (a) this Agreement does not require the Disclosing Party to provide any information to the Receiving Parties or any of its Representatives and (b) neither Party is under any legal obligation to conduct or continue any discussions or negotiations with respect to, or enter into, any relationship, other agreement or transaction whatsoever.
3.4 The Receiving Partiers acknowledge and agree that monetary damages might not be a sufficient remedy for any breach or threatened breach of this Agreement by the Receiving Parties or its Representatives or other agents. As a result, in addition to all other remedies available at law (which the Disclosing Party does not waive by the exercise of any rights hereunder), the Disclosing Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and the Receiving Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim. In the event that either Party institutes any legal suit, action or proceeding against the other Party arising out of or relating to this Agreement, the prevailing Party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such Party in conducting the suit, action or proceeding, including reasonable attorneys' fees and expenses and court costs.
3.5 Amendment. This Agreement may be supplemented, altered, amended or revoked only by a writing signed by Receiving Party and Company.
3.6 Enforceability. If any provisions contained herein shall be deemed or declared unenforceable, invalid or void, the same shall not impair any of the other provisions contained herein which shall be enforced in accordance with their respective terms.
3.7 Parties in Interest. This Agreement shall be binding upon Receiving Party, his and its heirs, legal representatives, successors, assigns and transferees, as the case may be, and shall inure to the benefit of Disclosing Party and its successors and assigns. There are no third-party beneficiaries of this Agreement, intended or otherwise.
3.8 Applicable Law. The laws of the State of Florida shall govern and be applicable to this Agreement any construction and interpretation thereof. Any action under this Agreement may be brought in the State or Federal courts situated in Boulder, Colorado.
3.9 Entire Agreement. This Agreement supersedes all prior oral or written agreements or understandings that may exist between any of the parties hereto in respect of any Relationship.
3.10 Notices; Amendments and Assignments; Counterparts. All notices pursuant to this Agreement shall be delivered to the other Party at the address e-mail address set forth on the signature page to this Agreement. This Agreement may not be amended or assigned without the prior written consent of each Party. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.
Inner Light Design, Inc.
By John Nicoll (Digital Signature)
John Nicoll - Owner
E-mail: info@lioncx.com
Date:
Digital Signature I acknowledge and agree that my electronic signature has the same legal effect and enforceability as if I had signed this document in writing. My electronic signature serves as my acknowledgment and agreement to the terms and conditions contained herein.
By
Your email
A copy of this document will be email to you.
Δ
