MUTUAL NON-DISCLOSURE AGREEMENT

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (“Agreement”) is made and entered into this ____ day of ____________________, 2021 (the “Effective Date”) between FastIO, Inc doing business as Scope Creep, with offices at 5100 W 36TH ST #16647, Minneapolis, MN 55416, and _________________, with offices at ___________________________________________ (together, the “Parties” and each, a “Party”).

  • Purpose.  In connection with a business opportunity of mutual interest and in connection with this opportunity, each party may disclose to the other party Confidential Information which the disclosing party desires the receiving party to treat as confidential.  


  • Confidential Information.  As used herein, Confidential Information (“Confidential Information”) shall mean all information furnished by the disclosing party or its affiliates, or to any of such party’s or its affiliates’ employees, officers, directors, partners, shareholders, agents, attorneys, accountants, or advisors (collectively, the “Representatives”), to the receiving party or its Representatives, whether orally, in writing, electronically or in other tangible form, and identified as confidential or proprietary at the time of disclosure by the disclosing party or otherwise disclosed in a manner such that a reasonable person would understand its confidential nature, including but not limited to, information that is related to: (a) the business plans or operations of the disclosing party; (b) the research and development or investigations of the disclosing party; (c) the business of any customer or partner of the disclosing party; (d) the disclosing party’s properties, employees, finances, operations; (e) any information about or concerning any third party (which information was provided to the disclosing party subject to an applicable confidentiality obligation to such third party); (f) software and related documentation (“Disclosing Party’s Software”) including the following information regarding Disclosing Party’s Software: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in Disclosing Party’s Software; and (ii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to Disclosing Party’s Software; and (g) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, inventions (whether patentable or not), marketing plans, forecasts and strategies. Confidential Information shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by the receiving party or its Representatives which contain or are based upon, in whole or in part, the information furnished to the receiving party or its Representatives pursuant hereto.


  • Exclusions.  Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of direct or indirect disclosure in breach of this Agreement by the receiving party or any of its Representatives; (b) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its Representatives who is not known by the receiving party to be bound by a confidentiality agreement with the disclosing party or by any other legal or fiduciary obligation of secrecy to, or for the benefit of, the disclosing party; (c) was known by the receiving party or in its possession on a non-confidential basis prior to the date of disclosure by or on behalf of the disclosing party; (d) was or is independently developed by the receiving party or any of its Representatives without use of, or reference to, Confidential Information, as demonstrated by tangible evidence; or (e) is furnished by the disclosing party to others with written confirmation that such information is not Confidential Information and may be disclosed.


  • Restriction in Use/Access.  Either Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the othe Party. Unless otherwise agreed to in writing by the disclosing party, (a) the receiving party and its Representatives agree to keep Confidential Information strictly confidential and will only use Confidential Information in connection with this Agreement and will not disclose Confidential Information to anyone; and (b) the receiving party agrees not to disclose to any person (other than its Representatives) and shall not permit any of its Representatives to disclose to any person (i) the existence or contents of this Agreement; (ii) the fact that Confidential Information has been made available to the receiving party or its Representatives pursuant to this Agreement or that the receiving party is evaluating such Confidential Information; or (iii) any term, condition or other fact relating to discussions or negotiations between the parties;. (c) either Party shall require its employees, contractors and third parties to sign Non-Disclosure restrictions at least as protective as those in this Agreement; and (d) reproduction by one party of any written Confidential Information of the other is prohibited, except as is necessary for the potential business transactions referred to above


  • Confidentiality Safeguards. The disclosing party should clearly denote whether information that it sends to the receiving party is confidential or not. The receiving party must take reasonable measures to protect the confidentiality of the information, such as strong IT security.

 

  • No License.  Each party agrees that Confidential Information provided by or on behalf of the disclosing party shall at all times remain the exclusive property of the disclosing party. Neither party is granting a license to the other party to use any of the disclosing party’s Confidential Information or intellectual property, except as may be specifically required for the purpose of this Agreement, and then only for such purpose.


  • Term of Confidentiality.  Confidential Information disclosed pursuant to this Agreement shall be subject to the terms of this Agreement for two (2) years or until such time as all Confidential Information of the other party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party.


  • Return/Destruction.  Upon the disclosing party’s written request, the receiving party agrees to promptly use commercially reasonable efforts to return or destroy (at the receiving party’s election) the Confidential Information and any copies or extracts thereof in its possession or in the possession of its Representatives. The Receiving Party will, however, not be obligated to erase Confidential Information contained in  archived  computer  system backups in accordance with Receiving Party’s security and/or disaster recovery procedures, provided that any such Confidential Information retained by the Receiving Party shall continue to be protected by the confidentiality obligations of this Agreement.


  • Disclosure Legally Required.  In the event that the receiving party or any of its Representatives becomes legally compelled, required or requested by a court of competent jurisdiction or otherwise by law to disclose any Confidential Information, the receiving party will provide the disclosing party with prompt written notice, unless providing such notice would violate applicable law or regulation, so that the disclosing party may seek a protective order or other appropriate remedy, waive compliance with the provisions of this Agreement or consent to such disclosure.  If the disclosing party seeks such an order or other appropriate remedy, the receiving party will provide such cooperation as the disclosing party reasonably requests.  


  • No Representations or Warranties.  Neither the disclosing party nor any of its Representatives make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information disclosed to the recipient hereunder. Neither the disclosing party nor any of its Representatives shall be liable to the recipient or any of its Representatives relating to or resulting from the recipient’s use of any of the Confidential Information or any errors therein or omissions therefrom.


  • No Other Obligation.  The Parties agree that neither Party shall be under any legal obligation of any kind whatsoever, or otherwise be obligated to enter into any business or contractual relationship, investment, or transaction, by virtue of this Agreement, except for the matters specifically agreed to herein. Either Party may at any time, at its sole discretion with or without cause, terminate discussions and negotiations with the other Party, in connection with the purpose or otherwise.


  • Remedies.  The Parties agree and acknowledge that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement would cause irreparable injury to the either Party. The Parties therefore acknowledge and agree that money damages might not be a sufficient remedy for any breach of this Agreement by such Party or its Representatives. ThereforeAccordingly,, in addition to all other remedies available at law, the non-breaching Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach.may, on an ex-parte or noticed basis, obtain any injunctive relief, specific performance and other equitable relief to enforce and preserve rights under this Agreement. Nothing herein shall be construed as prohibiting a party from pursuing any other available remedies for breach or threatened breach of this Agreement. 


  • Attorneys’ Fees.  In any dispute relating to this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees and costs.


  • Term.  The non-perpetual terms of this Agreement shall begin on the effective day and shall end upon the completion of any business relationship between the Parties or in the event of termination of any contract between the Parties. 


  • Choice of Law.  This Agreement will be governed by and construed under the laws of Minnesota, without regard to the principles of choice of law.


  • Notices.  All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses set out on the first page of this Agreement (or to such other address that may be designated by a Party from time to time in accordance with this Section). 


  • Entire Agreement.  This Agreement, the Master Services Agreement, and the Service Provider Agreement  (where applicable) represents the entire understanding and agreement of the parties regarding the subject matter of this Agreement and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. This Agreement may not be modified or amended, except by a written document duly executed by both parties. 


  • Assignment.  Neither Party may assign this Agreement without the prior written consent of the other party.  This agreement shall apply to the successors and assigns of the parties.


  • Severability.  If any provision of this Agreement is determined to be invalid or unenforceable, it will not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. 


  • No Waiver.  If a Party fails or is delayed in exercising any right, power or privilege under this Agreement, it shall not be considered a waiver.


  • Headings. The headings contained in this Agreement are for convenience of reference only and shall not constitute a part hereof or define, limit, or otherwise affect the meaning of any of the terms or provisions hereof.


  • Counterparts.  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.  A signed copy of this Agreement delivered by e-mail shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date. 

 

FastIO, Inc DBA Scope Creep:

 

By: ___________________________________

Name: Brock Noland

Title: CEO

 

[CUSTOMER NAME]:

 

By: ___________________________________

 

Name: _______________________________

 

Title: _______________________________

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