Terms and Conditions

  1.  OBLIGATIONS.   Recipient agrees to maintain the Confidential Information in confidence not to disclose it to anyone else, nor use it for Recipient’s own benefit or for the benefit of others without Disclosing Party’s prior written consent. Recipient shall not use the Confidential Information for any purpose other than the Purpose, unless otherwise approved by the Disclosing Party in writing. Notwithstanding the foregoing, Recipient may disclose the Confidential Information to those persons who have a need to know such Confidential Information and were approved in advance by Disclosing Party to receive the Confidential Information as set forth in this Agreement.


  2. DEFINITION OF CONFIDENTIAL INFORMATION.  For the purposes of this Agreement, Confidential Information shall include, but not be limited to: information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged, any business and financial information, correspondence, written or oral representations, videos, memoranda, reports, records, or other such conveyance of information which is clearly identified as being proprietary or confidential by Disclosing Party.  Any report or other document produced by either party arising from the exchange of information by the parties as it relates to the Purpose shall be regarded as proprietary and confidential.


  3. Employee Access and Control of Information.  Recipient shall maintain a list of the names of their representatives, if any, who shall have had access to the Confidential Information, and shall furnish such list to Disclosing Party at his or her request.  However, prior to any such access, Recipient shall inform each such representative of the proprietary and confidential nature of the Confidential Information and of Recipient’s obligations under this Agreement.  Each such representative shall also be informed that, by accepting such access, he or she thereby agrees to be bound by the provisions of this agreement.  Furthermore, by allowing any such access, Recipient agrees to be and remain jointly and severally liable for any disclosure by any such representative not in accordance with this Agreement.


  4. Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by the Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.


  5. DURATION.  The requirements of maintenance of confidentiality of Confidential Information shall survive the termination of this Agreement, the Purpose, and any negotiations with respect thereto. If either party hereto determines that it does not wish to proceed with the business opportunity, at the request of the Disclosing Party, Recipient will (i) promptly deliver (or destroy), all of the Confidential Information delivered to Recipient, (ii) destroy any copies and summaries, and (iii) retain no originals or copies of all of such documents.


  6. COSTS AND EXPENSES. The parties shall perform their respective obligations hereunder without charge to the other party.


  7. RIGHTS TO INTELLECTUAL PROPERTY. No license or conveyance of any rights to either party under any discoveries, inventions, patents, trade secrets, copyrights, or other form of intellectual property is granted or implied by the exchange of Confidential Information between the parties. Any and all documents produced or delivered by one party to the other party shall remain the property of the delivering party, and all such documents and all copies thereof shall be promptly returned to the delivering party upon demand.




  9. Publicity.  Individual / Company shall not publicly either announce or disclose the terms or conditions of this Agreement, or the fact that the aforementioned discussions regarding the Purpose are taking place or the nature of such discussions, without the prior written consent of Client. This provision shall survive any expiration, termination, or cancellation of this Agreement.


  10. INJUNCTION/EQUITABLE RELIEF. Each party acknowledges that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that in the event of a breach or threatened breach of this Agreement, the non-breaching party shall be entitled, without waiving any other rights or remedies, to seek injunctive or equitable relief.


  11. APPLICABLE LAW AND DISPUTE RESOLUTION.  This Agreement shall be governed by, construed, interpreted, and enforced in accordance with the laws of the State of Georgia, other than the conflicts of laws principles thereof.  The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.  The state or federal courts of Georgia shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement.


  12. GENERAL. Any notices given under this Agreement will be sent by certified or registered mail, return receipt requested, or by recognized delivery service providing traceability, to the party to be notified at its address set forth above. This Agreement contains the entire understanding of the parties and supersedes all prior agreements between the parties with respect to the subject matter hereof. All obligations under this Agreement which by their nature extend beyond termination will survive termination and remain in effect, including without limitation all monetary obligations of either party to the other under this Agreement. The terms of this Agreement are proprietary and confidential.  Neither party will disclose the terms of this Agreement except as required to perform its obligations hereunder. Neither party may assign this Agreement without the prior written consent of the other party. This Agreement can only be modified in writing signed by authorized representatives of the parties. Neither party’s failure to object to any document, communication, or act of the other will be deemed a waiver of any of the terms of this Agreement. The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions. The relationship of the parties will be that of independent contractors and the parties agree that this Agreement does not establish a joint venture, agency relationship, or partnership.  Nothing contained in this Agreement will be construed to establish a relationship that would allow a party to make representations or warranties on behalf of another except as expressly set forth herein.

    By checking the box stating that you have read and understand this agreement, and you agree to abide by the terms put forth in this Non Disclosure Agreement.

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