MUTUAL NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made on 10/08/2020
By and between:
FlexiSnake, 227 W Cedar St, Chillicothe, IL and Delinks LTD collectively referred to as the
‘‘Parties’’.
WHRERAS, FlexiSnake desires to seek an Engineering Company to develop and automate
assembly and packaging processes of its unique products. FlexiSnake endeavors to create a
long-lasting relationship which enables FlexiSnake to manufacture drain cleaning tools to
distribute to all parts of the world whereby FlexiSnake can maintain ongoing price stability while
achieving large volumes of product that is consistent in quality and produced in a timely manner.
IN CONSIDERATION OF and as a condition of the Disclosing Party providing the
Confidential Information to the Receiving Party in addition to other valuable consideration, the
receipt and sufficiency of which consideration is hereby acknowledged, the parties to this
Agreement agree as follows:
- Confidential Information
1.1 For the purposes of this Agreement, Confidential Information means any data or in-
formation that is proprietary to or possessed by a Party and not generally known to
the public or that has not yet been revealed, whether in tangible or intangible form,
when-ever and however disclosed, including, but not limited to:
(i) Any scientific or technical information, invention, design, process, procedure,
formula, improvement, technology or method;
(ii) any concepts, samples, reports, data, know-how, works-in-progress, designs,
drawings, photographs, development tools, specifications, software programs,
source code, object code, flow charts, and databases;
(iii) any marketing strategies, plans, financial information, or projections,
operations, sales estimates, business plans and performance results relating to the
Party’s past, present or future business activities, or those of its affiliates,
subsidiaries and affiliated companies;
(iv) trade secrets; plans for products or services, and customer or supplier lists;
(v) Any other information that should reasonably be recognized as Confidential
Information by the Parties.
1.2 The Parties agree hereby that Confidential Information needs not to be novel, unique,
patentable, copyrightable or constitutes a trade secret in order to be designated
Confidential Information and therefore protected.
1.3 Confidential Information shall be identified either by marking it, in the case of written
materials, or, in the case of information that is disclosed orally or written materials that
are not marked, by notifying the other Party of the confidential nature of the information.
Such notification shall be done orally, by e-mail or written correspondence, or via other
appropriate means of communication.
1.4 The Parties hereby acknowledge that the Confidential Information proprietary to each
Party has been developed and obtained through great efforts and shall be regarded and
kept as Confidential Information.
1.5 For the purposes of this Agreement, the Party which discloses Confidential
Information within the terms established hereunder to the other Party shall be regarded as
the Disclosing Party. Likewise the Party which receives the disclosed Confidential
Information shall be regarded as the Receiving Party.
1.6 Notwithstanding the aforementioned, Confidential Information shall exclude
information that:
(i) is already in the public domain at the time of disclosure by the Disclosing
Party to the Receiving Party or thereafter enters the public domain without any
breach of the terms of this Agreement;
(ii) was already known by the Receiving Party before the moment of disclosure
(under evidence of reasonable proof or written record of such disclosure);
(iii) is subsequently communicated to the Receiving Party without any obligation
of confidence from a third party who is in lawful possession thereof and under no
obligation of confidence to the Disclosing Party;
(iv) becomes publicly available by other means than a breach of the
confidentiality obligations by the Receiving Party (not through fault or failure to
act by the Receiving Party);
(v) is or has been developed independently by employees, consultants or agents of
the Receiving Party (proved by reasonable means) without violation of the terms
of this Agreement or reference or access to any Confidential Information
pertaining to the Parties.
- Undertakings of the Parties
2.1 In the context of discussions, preparations or negotiations, the Disclosing Party may
disclose Confidential Information to the Receiving Party. The Receiving Party agrees
to use the Confidential Information solely in connection with purposes contemplated
between the Parties in this Agreement and not to use it for any other purpose or
without the prior written consent of the Disclosing Party.
2.2 The Receiving Party will not disclose and will keep confidential the information
received, except to its employees, representatives or agents who need to have access
to the Confidential Information for the purpose of carrying out their duties in
connection with the permitted purposes specified in this Agreement. The Receiving
Party will inform them about the confidential quality of the information provided and
will ensure that their agreement is obtained to keep it confidential on the same terms
as set forth in this Agreement. Hence the Receiving Party will be responsible for
ensuring that the obligations of confidentiality and non-use contained herein will be
strictly observed and will assume full liability for the acts or omissions made for its
personnel representatives or agents.
2.3 The Receiving Party will use the Confidential Information exclusively for the
permitted purpose stated in clause in this Agreement and not use the information for
its own purposes or benefit.
2.4 The Receiving Party will not disclose any Confidential Information received to any
third parties, except as otherwise provided for herein.
2.5 The Parties shall treat all Confidential Information with the same degree of care as it
accords to its own Confidential Information.
2.6 All Confidential Information disclosed under this Agreement shall be and remain the
property of the Disclosing Party and nothing contained in this Agreement shall be
construed as granting or conferring any rights to such Confidential Information on
the other Party. Principally, nothing in this Agreement shall be deemed to grant to the
Receiving Party a license expressly or by implication under any patent, copyright or
other intellectual property right.
2.7 The Receiving Party hereby acknowledges and confirms that all existing and future
intellectual property rights related to the Confidential Information are exclusive titles
of the Disclosing Party. For the sake of clarity based in reciprocity and good faith of
the Parties, the Receiving Party will not apply for or obtain any intellectual property
protection in respect of the Confidential Information received. Likewise any
modifications and improvements thereof by the Receiving Party shall be the sole
property of the Disclosing Party.
2.8 The Receiving Party shall promptly return or destroy all copies (in whatever form
reproduced or stored), including all notes and derivatives of the Confidential
Information disclosed under this Agreement, upon;
(i) the completion or termination of the dealings contemplated in this
Agreement;
(ii) or the termination of this Agreement;
(iii) or at the time the Disclosing Party may request it to the Receiving Party .
2.9 Notwithstanding the foregoing, the Receiving Party may retain such of its documents
as required to comply with mandatory law, provided that such Confidential
Information or copies thereof shall be subject to an indefinite confidentiality
obligation.
2.10 In the event that the Receiving Party is asked to communicate the Confidential
Information to any judicial, administrative, regulatory authority or similar or obliged
to reveal such information by mandatory law, it shall notify promptly the Disclosing
Party of the terms of such disclosure and will collaborate to the extent practicable
with the Disclosing Party in order to comply with the order and preserve the
confidentiality of the Confidential Information.
2.11 The Parties agree that the Disclosing Party will suffer irreparable damage if its
Confidential Information is made public, released to a third party, or otherwise
disclosed in breach of this Agreement and that the Disclosing Party shall be entitled
to obtain injunctive relief against a threatened breach or continuation of any such
breach and, in the event of such a breach, an award of actual and exemplary damages
from any court of competent jurisdiction.
2.12 The Receiving Party shall immediately notify the Disclosing Party upon
becoming aware of any breach of confidence by anybody to whom it has disclosed
the Confidential Information and give all necessary assistance in connection with any
steps which the Disclosing Party may wish to take to prevent, stop or obtain
compensation for such a breach or threatened breach.
2.13 The Confidential Information subject to this Agreement is made available “as
such” and no warranties of any kind are granted or implied with respect to the quality
of such information including, but not limited to, its applicability for any purpose,
non-infringement of third party rights, accuracy, completeness or correctness.
2.14 Neither Party is under any obligation under this Agreement to disclose any
Confidential Information it chooses not to disclose. Further, neither Party shall have
any liability to the other Party resulting from any use of the Confidential Information
except with respect to disclosure of such Confidential Information in violation of this
Agreement.
2.15 Nothing in this Agreement shall be construed to constitute an agency, partnership,
joint venture, or other similar relationship between the Parties.
- Miscellaneous
3.1 Duration and Termination
This Agreement shall remain in effect for a term of _ [number of months
or years]. Notwithstanding the foregoing, the Receiving Party’s duty to hold in
confidence Confidential Information that was disclosed during the term shall remain
in effect indefinitely, save otherwise agreed. - NON-COMPETITION
4.1 Other than with the express written consent of the Disclosing Party, which consent
may not be unreasonably withheld, the Receiving party will not, for a period
of _________years, be directly or indirectly involved with a business which is in
direct competition with the business lines of the Disclosing party that are the subject
of this Agreement.
4.2 Receiving party agrees not to copy or compete against the Disclosing Party by
making or contracting with others to make or share any proprietary information
allowing others to make competing products.
- OWNERSHIP AND TITLE
Nothing contained in this Agreement will grant to or create in the Receiving Party, either
expressly or impliedly, any right, title, interest, or license in or to the intellectual property
of the Disclosing Party. - Applicable Law and Jurisdiction
This Agreement shall be construed and interpreted by the laws of [choose the applicable
law]. The court of [choose the jurisdiction to settle disputes] shall have jurisdiction. - Validity
If any provision of this Agreement is invalid or unenforceable, the validity of the
remaining provisions shall not be affected. The Parties shall replace the invalid or
unenforceable provision by a valid and enforceable provision that will meet the purpose
of the invalid or unenforceable provision as closely as possible. - Subsequent Agreements
Ancillary agreements, amendments or additions hereto shall be made in writing.
- Communications and Notices
Any notices or communications required between the Parties shall be delivered by hand,
e-mail, or mailed by registered mail to the address of the other Party as indicated above.
Any subsequent modification of a Party’s address should be reasonably communicated in
advance to the effect of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Mutual Non-Disclosure
Agreement to be executed as of the date stated above.
By: FlexiSnake By:
Name: Steve Turner
Signature:
Name:
Signature:
Title: Vice President Title: ___________________
Address:227 W Cedar St, Chillicothe, IL Address: ________________
61523
Date:10-08-20 Date: ___________________
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