SMRC Bi-Lateral Non-Disclosure Agreement                          BI-LATERAL CONFIDENTIALITY AGREEMENTTHIS CONFIDENTIALITY...
SMRC Bi-Lateral Non-Disclosure Agreement   Notwithstanding the foregoing, if any Confidential Information pertaining to a ...
SMRC Bi-Lateral Non-Disclosure Agreement4. Method(s) of Disclosure: The Discloser and the Recipient’s Point of Contact wil...
SMRC Bi-Lateral Non-Disclosure Agreement    10. Term of Agreement. This Agreement may not be changed except by in writing ...
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Smrc.bilateral.nda

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Bi-lateral Non Disclosure Agreement

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Smrc.bilateral.nda

  1. 1. SMRC Bi-Lateral Non-Disclosure Agreement BI-LATERAL CONFIDENTIALITY AGREEMENTTHIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is made and entered into this ___ day of __________,____, by and between ________________, a __________ corporation (________) and the dba Social MarketResearch for Charity (SMRC), as Phillip Nakata & Associates, a Colorado private consulting business.The resource (you) and SMRC agree that the following terms and conditions apply when one of the parties(Discloser) discloses Confidential Information (information) to the other (Recipient) under this Agreement.You and SMRC agree that our mutual objective under this Agreement is to provide appropriate protection forInformation while maintaining our ability to conduct our respective business activities. WITNESSETH:WHEREAS, the parties are considering a potential business transaction (the “Proposed Transaction”); andWHEREAS, as a condition to each party furnishing the other party with information in connection with itsevaluation of the Proposed Transaction, each party is requiring the other party to treat confidentially anyConfidential Information (as defined below) that it or its directors, officers, employees, agents or advisors(collectively, a “Disclosing Party”) furnishes to the other party or its directors, officers, employees, agents oradvisors (collectively, the “Receiving Party”); andWHEREAS, each party desires to ensure that the Confidential Information (as defined below) so disclosed willnot be used for any purpose other than an evaluation of the Proposed Transaction and, if appropriate, thenegotiation of mutually acceptable definitive agreements.NOW THEREFORE, in consideration of the foregoing and the mutual agreements and covenants containedherein, and for other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto agree as follows:1. Confidential Information. For purposes of this Agreement, the term “Confidential Information” shall mean, with respect to the Disclosing Party, any “Trade Secret” (as defined under applicable law) or any information which: (a) Is not generally available to the public; and (b) Pertains or relates in any way to the Disclosing Party or its businesses, activities, products or services including, without limitation, exhibitor and attendee lists, vendor lists, customer lists, marketing plans and materials, price lists and related analyses, strategic partner activities, market analyses, financial information, business plans, employee compensation information, organizational structure, reports, strategic plans, e-commerce activities, intellectual property rights, systems, programs, techniques, know-how, software, works of authorship, contracts and licenses, pricing methods or other similar information, as well as any copies, reproductions, summaries, extracts, analyses, studies or other derivative works prepared by the Receiving Party or (c) Its representatives incorporating or developed from the Confidential Information so disclosed. SMRC c/o 1009 Tantra Park Circle – Boulder CO 80305 – 720.432-5470 (office) - 720.263.5036 (fax)
  2. 2. SMRC Bi-Lateral Non-Disclosure Agreement Notwithstanding the foregoing, if any Confidential Information pertaining to a Disclosing Party shall become generally available to the public other than as a result of a breach by the Receiving Party of its covenants hereunder, the same shall no longer be considered Confidential Information for purposes of this Agreement. In addition, the term Confidential Information shall not include information, technical data or know-how which (i) is in the public domain at the time of receipt, (ii) is in the possession of the Receiving Party at the time of disclosure, (iii) is expressly approved by the Disclosing Party, in writing, for release, (iv) comes into the possession of the Receiving Party from a third party that was not, to the Receiving Party’s knowledge, subject to any confidentiality restriction, or (v) is independently developed by the Receiving Party without reference to the Confidential Information. Written materials that are intended to fall under the protection of this Agreement will be clearly marked “Confidential,” “Proprietary” or similar marking. When verbal discussions between the Parties include Confidential Information, that fact shall be announced in the discussion, and then within ten days summarized in writing by the Disclosing Party, marked appropriately as above, and presented to the Receiving Party. During that delay, Confidential Information disclosed verbally will be treated exactly as if it had been disclosed in writing. Each Disclosing Party owns all rights with respect to its Confidential Information disclosed to the Receiving Party, and no right, express or implied, is conveyed to the receiving Party by the disclosure of the Confidential Information that is made by the Disclosing Party to the Receiving Party2. Prohibition Against Disclosure or Use. The parties shall use the Confidential Information only for the purpose of evaluating the Proposed Transaction and, if appropriate, the negotiation of mutually acceptable definitive agreement and the performance of work under those agreements. Except as otherwise provided herein, neither party shall disclose to any third party any Confidential Information concerning a Disclosing Party or appropriate any such Confidential Information for its use or benefit or for the use or benefit of any third party. Each Receiving Party agrees that it shall not disclose to any person or entity, other than the Receiving Party’s agents, representatives or corporate officers that have a need to know, any such Confidential Information without the prior written consent of the Disclosing Party.3. Associated Contract Documents: Each time one of the parties wishes to disclose specific information to the other, the Discloser will issue a Supplement to this Agreement (Supplement) before disclosure. The Supplement will identify the Recipient’s person designated to be the Point of Contact for the disclosure and will contain the initial and Final Disclosure Dates. If either of these dates is omitted from the Supplement, such date will be deemed to be the actual date of disclosure. Information becomes subject to this Agreement on the Initial Disclosure date. The Supplement will also contain a nondisclosure description of the specific Information to be disclosed and any additional terms and conditions for that information. The only time you and SMRC are required to sign the Supplement is when it contains additional terms and conditions. When signatures are not required, the Recipient indicates acceptance of the Information under the terms and conditions of this Agreement by participating in the disclosure, after receipt of the Supplement SMRC c/o 1009 Tantra Park Circle – Boulder CO 80305 – 720.432-5470 (office) - 720.263.5036 (fax)
  3. 3. SMRC Bi-Lateral Non-Disclosure Agreement4. Method(s) of Disclosure: The Discloser and the Recipient’s Point of Contact will coordinate and control the disclosure. Information will be disclosed either: a. In writing; b. By delivery of items; c. By initiation of access to information, such as may be contained in a data base or d. By oral and/or visual presentation Information should be marked a restrictive legend of the Discloser. If information is not marked with legend or is disclosed orally, 1) the information will be identified as confidential at the time of disclosure and 2) the Discloser will promptly provide the Recipient with written confirmation.5. Exceptions: No obligation of confidentiality applies to any ideas, concepts, know-how, or techniques contained in information that is related to the Recipient’s business activities (Knowledge). However, this does not give the Recipient the right to disclose, except as set forth elsewhere in this Agreement, 1) the source of Knowledge, 2) any financial, statistical or personnel data or 3) the business plans of the Discloser Neither this Agreement no any disclosure of information grants the Recipient any license under patents or copyrights.6. Return of Confidential Information. Immediately upon demand by the Disclosing Party, the Receiving Party shall deliver to the Disclosing Party all of its Confidential Information and copies thereof which is then in the possession of the Receiving Party. At the request of the Disclosing Party, the Receiving Party shall certify in writing that it has destroyed or turned over to the Disclosing Party all documents containing such Confidential Information.7. Required Disclosure. If the Receiving Party becomes legally compelled to disclose any Confidential Information, it shall immediately notify the Disclosing Party so that the Disclosing Party may, at its option, seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. Notwithstanding any other term or provision of this Agreement, the parties hereto agree that it shall be permissible for either party to make disclosures regarding this Agreement or the Proposed Transaction that are necessary or appropriate to fulfill its obligations under any applicable federal or state securities law.8. Disclaimers: THE DISCLOSER PROVIDES INFORMATION ON AN “AS-IS” BASIS. The Discloser will not be liable for any damages arising out of the use of information. Disclosure of information containing business plans is for planning purposes only. The Discloser may change or cancel its plans at any time. Therefore, the use of information is at the Recipient’s own risk.9. Governing Law. This Agreement shall be interpreted, construed, and governed according to the laws of the State of Colorado. The Recipient will comply with all applicable United States and foreign export laws and regulations SMRC c/o 1009 Tantra Park Circle – Boulder CO 80305 – 720.432-5470 (office) - 720.263.5036 (fax)
  4. 4. SMRC Bi-Lateral Non-Disclosure Agreement 10. Term of Agreement. This Agreement may not be changed except by in writing signed jointly by the parties. This Agreement shall be efective as of the date set forth above and the obligations of confidentiality and nonuse shall continue for a period of three (3) years thereafter such date, except with respect to Trade Secrets, if any, as to which the obligations shall continue perpetually. 11. General: Neither party may assign its rights or delegate its duties or obligations under this Agreement without prior written consent. Any attempt to do so is void. SMRC may modify the terms and conditions of this notice. Any such modification will apply only to information for which the Initial Disclosure Date is on or after the effective date specified in the notice. Otherwise, only a written agreement signed by you and SMRC can modify this agreement. Either party may terminate this Agreement by providing one month’s written notice to the other. Any provisions of this Agreement which by their nature extend beyond its termination will remain in effect beyond such termination until fulfilled and will apply to either party’s successors and assigns. If there is conflict between the terms and conditions of this Agreement and a Supplement, those of the Supplement will prevail. Except as modified by a Supplement the terms and conditions of this Agreement remain in full force and effect.IN WITNESS WHEREOF the parties hereto have executed this Agreement:Page 4 of 4Agreement #: _____________COMPANY CONSULTANT___________________________Name Phillip R. NakataTitle Chief Business Officer, Dba SMRC SMRC c/o 1009 Tantra Park Circle – Boulder CO 80305 – 720.432-5470 (office) - 720.263.5036 (fax)

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