Confidentiality Disclosure Agreement<br />Mobilezapp USA, Inc. (“Mobilezapp”), a Texas Corporation having its principal place of business at 4500 Steiner Ranch Blvd, Suite 1106, Austin, Texas 78732 and:<br />Organization: ________________________ (“_________”) City:_________ _ST:____ Zip:__________ <br />Phone: __________ (“_______” and, together with Mobilezapp “Parties” and each a “Party”), on _________, 2011, <br />(the “Effective Date”) and on the following terms and conditions:<br />WHEREAS, the Parties believe that they would mutually benefit by disclosing to each other certain Confidential Information (as defined below) and believe it is in their mutual interest to ensure that all such Confidential Information will be safeguarded and carefully protected by RECIPIENT (as that term is hereinafter defined).<br />WHEREAS, each Party is willing to provide (such providing Party a “Disclosing Party”) Confidential Information to the other Party (such receiving Party the “RECIPIENT”) for the sole purpose of preparing and executing communications plans and other activities associated with servicing the communications requirements of one of the Parties’ clients.<br />NOW THEREFORE, in consideration of the promises and the agreements and provisions contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:<br />Acknowledge of Confidentiality<br />Recipient acknowledges that it has been or may be exposed to Confidential Information of the Disclosing Party.<br /><ul><li>Confidential Information. The term “Confidential Information” shall mean (i) any and all information, formulae, methods, techniques, processes, know-how and data, technical or non-technical, whether written, graphic, computer-generated or orally furnished to the RECIPIENT by the Disclosing Party including any of its affiliates (collectively “Disclosing Party”), or indirectly learned by the RECIPIENT in connection with the above-stated purpose and (ii) any proprietary information which has been received by or disclosed to RECIPIENT or any of its agents, affiliates, officers, directors, employees and subcontractors either in oral, written or tangible form including, without limitation, the existence of Disclosing Party’s discussions or agreements with RECIPIENT, Disclosing Party’s business plans and/or compound or product information, and any physical substances provided to RECIPIENT by Disclosing Party. Notwithstanding the preceding sentence, “Confidential Information” shall not include:
Information that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action, fault or non-compliance of the RECIPIENT; or
Information that the RECIPIENT receives from any third party other than Disclosing Party (or its agents, affiliates, officers, directors, employees, and subcontractors) having a legal right to transmit such information without any obligation to Disclosing Party to keep such information confidential; or
Information that is known to the RECIPIENT, prior to receipt thereof under this Agreement, from its own independent sources as evidenced by the RECIPIENT’s written records, and which was not acquired, directly or indirectly, from Disclosing Party; or
Information that is required by law to be disclosed by RECIPIENT provided that, if legally permissible, RECIPIENT shall deliver prompt written notice of the legal requirement that RECIPIENT make such disclosure to Disclosing Party so that Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If in the absence of a protective order or other remedy, RECIPIENT must nonetheless, in the opinion of RECIPIENT’S counsel, disclose any Confidential Information, RECIPIENT shall disclose only that portion of the Confidential Information which such counsel advises is legally required to be disclosed.
Any combination of features disclosed by Disclosing Party shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the RECIPIENT’s possession. Only if the combination itself and its principle of operation are in the public domain or in the RECIPIENT’s possession is the foregoing exception applicable. This Agreement shall govern any and all Confidential Information disclosed by Disclosing Party to RECIPIENT prior to as well as after the Effective Date.
Covenant Not to Disclose. The RECIPIENT will use the Confidential Information solely for the above-stated purpose, shall maintain in confidence all Confidential Information, and shall hold Confidential Information in a manner consistent with RECIPIENT’s treatment of its own similar confidential information, but in no event shall RECIPIENT treat such Confidential Information with less than reasonable care and diligence. RECIPIENT hereby agrees that it shall not use, commercialize or disclose any Confidential Information to any person or entity, except (i) to such of its own employees and independent contractors as need to know such Confidential Information in order to carry out the duties of their employment; and (ii) to such other third party recipients as Disclosing Party has given prior written approval; provided, however, that all such employees, independent contractors and other third party recipients of Confidential Information pursuant to this sentence shall have first executed a confidentiality agreement containing terms and obligations at least as stringent as those undertaken in this Agreement. In the event that RECIPIENT agrees to perform certain services requested by Disclosing Party, RECIPIENT shall perform such services only in accordance with the terms of a written agreement by and between RECIPIENT and Disclosing Party (the “Business Relationship”).
Compliance with Agreement. RECIPIENT hereby acknowledges and agrees that RECIPIENT shall be responsible for the failure of any of RECIPIENT’s employees, independent contractors and other third party recipients to comply with the terms of this Agreement.
Patents and Copyrights; Ownership of Confidential Information.
Nothing contained in this Agreement shall be construed as granting or implying any right to any license under any patents or other intellectual property rights of Disclosing Party, and no such license or other rights shall arise from this Agreement or from any acts, statements or dealings resulting from or related to the execution of this Agreement or the performance of the obligations under this Agreement.
All Confidential Information delivered to RECIPIENT by Disclosing Party pursuant to this Agreement shall be and remain Disclosing Party’s property and all such information, and copies thereof, shall upon written request, be promptly returned or destroyed at Disclosing Party’s request. Disclosing Party’s failure to request such return or destruction shall not relieve the RECIPIENT of its nondisclosure obligations under this Agreement.
Remedies for Breach of Confidentiality. RECIPIENT hereby acknowledges that a breach by RECIPIENT of the provisions of this Agreement imposed hereunder may cause irreparable injury and damage to Disclosing Party that remedies at law could be inadequate to redress any actual or threatened violation of this Agreement. The RECIPIENT therefore expressly agrees that Disclosing Party shall be entitled, in addition to any other remedies that may be available to it, to seek any injunctive and/or equitable relief to prevent or otherwise restrain a breach of this Agreement as may be deemed appropriate by any court of competent jurisdiction and without the need to post bond or other security.
Termination. The Recipient’s obligations under this Agreement shall continue for a period of ten (10) years from the later of (i) the Effective Date or (ii) the date of termination of the Business Relationship, if any, provided that with respect to trade secret information, RECIPIENT’s obligation shall further extend until such information no longer constitutes a trade secret under applicable law.
Any provision hereof found by a court of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in any one or more instances shall not preclude enforcement thereof on future occasions.
Neither Party may transfer or assign this Agreement in whole or in part, without the other Party’s prior written consent. This Agreement shall inure to the benefit and be binding upon the successors and assigns of each of the Parties.
This Agreement may be executed by the Parties in several counterparts, each of which shall be executed by both Parties and be deemed to be an original. All such counterparts shall constitute the same Agreement.</li></ul>IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the last date written below.<br />Signature: ___________________________<br />Name: ___________________________<br />Title: ___________________________<br />Date: ___________________________<br />By Mobilezapp<br />Signature: ___________________________<br />Name: ___________________________<br />Title: ___________________________<br />Date: ___________________________<br />