Mutual Confidentiality and Nondisclosure Agreement

          and ...
iv. have been independently acquired or developed by the Class
                      without reference to or use of the Co...
becomes aware of any unauthorized use, disclosure, or theft of any Confidential
Information. In the event the Class receiv...
Section 13 - Survival.

The terms of this Agreement shall remain in effect during the Term and shall survive the

(Typed or Printed Name)

Date: ____________

Upcoming SlideShare
Loading in …5

Ape And Lucy Nda Draft 2


Published on

Published in: Education
  • Be the first to comment

  • Be the first to like this

No Downloads
Total views
On SlideShare
From Embeds
Number of Embeds
Embeds 0
No embeds

No notes for slide

Ape And Lucy Nda Draft 2

  1. 1. Mutual Confidentiality and Nondisclosure Agreement E-COMMERCE PRACTICUM AT WASHINGTON & LEE SCHOOL OF LAW and THOMSON NETWORK SOLUTIONS, INC. Section 1 - Purpose and Scope. This CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (“Agreement”) is entered into as of February 5, 2010 between the E-Commerce Practicum at Washington and Lee University School of Law (the “Class” as defined in Section 2), and Thomson Network Solutions, Inc. (the “Company” as defined in Section 2). The Class and the Company agree to enter into a confidential relationship with respect to the disclosure of Confidential Information, as defined below, relating to the Web 2.0 Project (the “Project”). This agreement was entered into with adequate consideration. Section 2 - Definitions. 1. Company. The definition of “the Company” shall be deemed to include any parent, subsidiary or affiliate of, or entity under common control with, any entity constituting Thompson Network Solutions, Inc.; and “Representatives” shall mean all of the respective directors, officers, employees, agents, or advisors of the Company. 2. Class. The definition of “the Class” shall be deemed to include any students, individually or collectively, and professors (including but not limited to Professor Joshua Fairfield) who are involved with the E-Commerce Practicum at Washington and Lee University School of Law. 3. Consideration. "Consideration" is a bargained for exchange between the Company and the Class. Adequate Consideration, the Company shall pay an agreed upon retainer fee to the Class upon the signing of this Agreement in exchange for the Class's forbearance of "Confidential Information" as defined below. 4. Confidential Information. “Confidential Information” is all written, visual or oral information concerning the Project furnished from one party to the other party. Confidential Information includes information furnished before, on or after the date hereof. Confidential Information shall also include all analyses, compilations, forecasts, data, studies, notes, translations, memoranda or other documents or materials related to the Project. 5. Exclusions from Confidential Information. “Confidential Information” shall not include: a. Any portions of the Confidential Information that: i. are currently available to the general public; or ii. become available in the general public, other than as a result of a disclosure by the Company; or iii. become available to the Company on a non-confidential basis from a source other than the Class; or
  2. 2. iv. have been independently acquired or developed by the Class without reference to or use of the Confidential Information of the Company or without any violation by the Class of any of its obligations under this Agreement. Section 3 - Permitted Use. The Class shall not make any reproductions, disclosures or uses of the Confidential Information other than for the limited purpose of furthering the success of the Project and assessing legal issues. The Company does not grant, and the Class shall not have any right or license, under any patent, trademark, copyright or trade secret owned or controlled by the Company. Section 4 - Obligations of the Class. The Class shall hold and maintain the Confidential Information in strictest confidence for the exclusive benefit of the Company. The Class shall not, without prior written approval of Company, use for the Class’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Company, any Confidential Information. Section 5 - Authorization. At any time, the Class may ask to use Confidential Information from the Company (“Authorization Request”). The Company shall respond to the Class's Authorization Request within ten (10) business days and shall not unreasonably deny such request. An Authorization Request will include: a. the document of Confidential Information; and b. the Purpose, if any, for which such document or Confidential Information is to be used. If no purpose is given, the Class's Authorization Request seeks unlimited use of the document of Confidential Information. Section 6 - Return of Confidential Information. The Class shall return to the Company or destroy any and all records, notes, or other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if the Company requests it in writing. The Class must comply with this request within ten (10) business days of the receipt of the written request. Any oral Confidential Information will continue to be subject to the terms of this Agreement. Section 7 - Notice. The Class shall notify the Company in writing immediately in the event the Class
  3. 3. becomes aware of any unauthorized use, disclosure, or theft of any Confidential Information. In the event the Class receives notice that it may be required by a court or government agency of competent jurisdiction to disclose Confidential Information, the Class shall give the Company reasonable notice prior to such disclosure and provide the Company reasonable cooperation and assistance in seeking to prohibit such disclosure or to ensure that any such disclosure is subject to a protective order. Section 8 - Relationship. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose. Moreover, nothing contained in this Agreement or in any discussion undertaken or disclosures made pursuant to this Agreement shall (i) limit either party’s right to conduct discussions similar to those undertaken pursuant to this Agreement with third parties, provided that such discussions do not violate this Agreement, or (ii) restrict the ability of either party to establish, acquire or retain an interest in any business that may be deemed to compete with the relationship under discussion between the parties. Section 9 - Remedies. The parties acknowledge that remedies at law may be inadequate to protect against a breach or threatened breach of this Agreement, and the Class hereby in advance agrees to the granting of injunctive relief in the non-breaching party’s favor without proof of actual damages, and without any requirement for any bond or surety, in the event of any such breach or threatened breach of this Agreement by the breaching party and/or its Representatives. Such remedy shall not be deemed to be the exclusive remedy for breach or threatened breach of this Agreement by a party or its Representatives, but shall be in addition to all other remedies available to the non-breaching party at law or equity. Section 10 - Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to it choice of law rules. All disputes arising under this Agreement shall be litigated in federal court in Charlottesville, Virginia. Section 11 - Attorneys’ Fees. The prevailing party in a proceeding or lawsuit in connection with this Agreement shall be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Section 12 - Term. The term of this Agreement shall be six (6) months, provided that either party may terminate this Agreement on ten (10) business days written notice.
  4. 4. Section 13 - Survival. The terms of this Agreement shall remain in effect during the Term and shall survive the expiration or termination of this Agreement for one (1) year following the termination or expiration of this Agreement. To the extent any portions of Confidential Information meet the definition of a “trade secret” under applicable law, the terms and conditions of this Agreement as to such portions of the Confidential Information shall survive termination of this Agreement for as long as provided under applicable law. Section 14 - Severability. If any provision of this agreement shall for any reason by held invalid, unenforceable or illegal in any respect, such invalidity, unenforceability or illegality shall not affect any other term or provision of this Agreement and this Agreement shall be interpreted and construed as if such invalid, unenforceable or illegal term or provision had never been contained therein. Section 15 - Assignment. Neither party may assign or transfer this Agreement or any rights or duties hereunder, and any attempt to do so without the other party’s express prior written consent, shall be void. Section 16 - No Further Rights. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring any right, license or authority in or to the information exchanged, except as permitted under Section 5. No license or conveyance of any intellectual property rights is granted or implied by this Agreement. Section 17 - Modification. This Agreement cannot be amended except by a written amendment executed and delivered by each of the parties hereto. Section 18 - Entire Agreement. This Agreement constitutes the complete and exclusive understanding and agreement of the parties and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties have caused their duly authorized Representatives to execute this Agreement. This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party.
  5. 5. ______________________________ (Signature) ______________________________ (Typed or Printed Name) Date: ____________ ______________________________ (Signature) ______________________________ (Typed or Printed Name) Date: ____________