NON-DISCLOSURE AGREEMENT.

NON-DISCLOSURE AGREEMENT.

This Non-Disclosure Agreement (hereinafter referred to as the “Agreement”) is made between BleuAgile LLC. (hereinafter referred to as “The Company”) and ______________ (hereinafter referred to as the “partner/investor”). The parties agree as follows; –

1. Term.

The parties herein agree that the terms of this Agreement shall exist throughout the provision of the services herein and even after the termination of this Agreement.

2. Confidential Information.

Parties herein agree that Confidential information is proprietary information relating to the Company’s business, including but not limited to business and financial records, intellectual property, proprietary data, and any other information that is disclosed, will affect the business of the Company.

The Company and the investor/partner agree that all trade secrets and confidential information disclosed to the investor/partner during this relationship will be kept strictly confidential and will further provide means to ensure complete protection to the Company should a question of unauthorized use or disclosure of such information arise.

The investor/partner agrees that the Confidential Information is of extreme value to the Company and would cause irreparable harm to the Company if disclosed to other persons or utilized by the investor/partner or the investor/partner’s agents for unauthorized purposes.

3. Non-Disclosure.

Without the prior written consent of the Company, the investor/partner agrees and undertakes not to; –

1. Disclose any confidential information to any third party;
2. Make any copies and distribute any document regarded as Confidential Information;

4. Intellectual Property.

The Company’s ideas and products under it are intellectual properties that are copyrighted and trademarked.

5. Dispute/Conflict Resolution.

In the event of a dispute between the parties herein, the parties shall first attempt to resolve the dispute through mediation. If mediation fails, the dispute shall be referred to arbitration in accordance with the laws of the state of Florida, whose decision shall be binding.

Parties shall bear their costs for arbitration 

6. Governing Law.

This Agreement shall be governed and construed in accordance with the laws of the State of Florida and Puerto Rico.

7. Relationship.

The relationship between the parties herein is that of an investor/partner. Nothing in this Agreement shall be construed as a partnership, joint venture, or employee. 

8. Severability.

If any part of this Agreement is deemed invalid or unenforceable, the same shall be severed from this Agreement, and the remaining provisions shall continue to be in effect.

9. Waiver.

The failure of any party to exercise any right or provision of this Agreement shall not be a waiver of any prior or subsequent rights.

10. Assignment.

The parties herein may not assign or transfer their rights or obligations under this Agreement without the parties’ prior written consent.