Disclaimer: The intent and purpose of this document is to acknowledge mutual agreement between both Parties that affirms a commitment to work conjunctively on projects or ventures while protecting each Party's best interests, patented products and confidential information.
NON-DISCLOSURE AGREEMENT (NDA)
I. THE PARTIES. This Non-Disclosure Agreement, hereinafter known as the “Agreement”, created on the day, month and year listed below is by and between SMART TV, LLC (furthering representing it's Parent Corporation, Affiliate Companies & Partnerships), hereinafter known as “1st Party”, and the Individual, Corporation or Organization listed below, hereinafter known as “2nd Party”, and collectively known as the “Parties” to include but is not limited to it's members, employees and any related party seeking access to "privileged & confidential" proprietary information. All those seeking said access must identify themselves and certify the authority to enter this agreement while acknowledging potential Civil liability penalties associated with the breach, misuse, abuse or willful neglect of this agreement.
WHEREAS, this Agreement is created for the purpose of preventing the unauthorized disclosure, dissemination, distribution, copying and pirating of private, privileged, confidential and proprietary information. This is acknowledged and agreed to regard both Parties as follows:
II. TYPE OF AGREEMENT.
Unilateral – This Agreement shall be Unilateral, whereas,
- 1st Party shall have sole ownership of the Confidential Information with 2nd Party being prohibited from disclosing, disseminating, distributing, pirating, copying or "reverse engineering" confidential and proprietary information that is to be released by the 1st Party.
- 2nd Party shall have sole ownership of the Confidential Information with 1st Party being prohibited from disclosing, disseminating, distributing, pirating, copying or "reverse engineering" confidential and proprietary information that is to be released by the 2nd Party.
III. RELATIONSHIP. The Party 1’s relationship to Party 2 can be described as an "Partnership" in which each party intends to merge its skills, resources and unique attributes to benefit both Party's as a whole.
IV. DEFINITION. For the purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, licensing agreements, partnership arrangements, patents (pending or certified), software, algorithms, coding, documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, development processes, analyses, compilations, studies, prototypes, samples, formulas, methodologies, formulations, product developments, know-how, experimental results, customers, potential clients, specifications and other business information, relating to the Party’s business, assets, operations or contracts, furnished to the other Party and/or the other Party’s affiliates, employees, officers, owners, agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any and all, work products, studies and other material prepared by or in the possession or control of the other Party, which contain, include, refer to or otherwise reflect or are generated from any Confidential Information.
V. OBLIGATIONS. The obligations of the Parties shall be to hold and maintain the Confidential Information in the strictest of confidence at all times and prevent disclosure their agents, employees, representatives, affiliates, and any other individual or entity that has not certified this agreement and been authorized by the 1st Party on a “need to know” basis. If any such Confidential Information shall reach a third (3rd) party, or become public, all liability will be on the Party that is responsible. Neither Party shall, without the written approval of the other Party, publish, copy, pursue, distribute, transmit, disseminate or use the Confidential Information for their sole benefit and beyond the benefit of the "Partnership". If requested, either Party shall be bound to return any and all materials to the Requesting Party within 30 days.
This Section shall not apply to the 1st Party if this Agreement is Unilateral as marked in Section II.
VI. TIME PERIOD. The bounded Party’s(ies’) duty to hold the Confidential Information in confidence shall remain in effect until such information no longer qualifies as privileged information or written notice is given releasing such Party from this Agreement.
VII. INTEGRATION. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing with the acknowledgment of the Parties.
VIII. SEVERABILITY. If any court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties and the "Willing" agreement established herein.
IX. ENFORCEMENT. The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and/or equitable relief may be sought. The harmed Party in this Agreement shall be entitled to all remedies available under the law including but not limited to reimbursement of all attorney's fees.
X. GOVERNING LAW. This Agreement shall be governed under the laws of the United States of America and the State for which each Party resides. This clause acknowledges enforcement which each local, state and federal jurisdictions any dispute may arise.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written below.
This agreement, when countersigned below, shall constitute an agreement regarding certain confidential and proprietary information and trade secrets (“Confidential Information”) relating to the business of Smart TV, LLC. hereinafter referred to as the “Company” and the undersigned hereinafter referred to as the “Recipient” (collectively referred to as the “Parties”), as of the date executed by the Company (the “Effective Date”).
Recipient and Company shall strictly maintain the confidentiality of the Proprietary Information. Proprietary information may be shared between the Parties for use in scoping, estimating, developing and completing projects as well as for the everyday business practices for the Company and its clients/customers.
During the tenure of the "Partnership" between Recipient with the Company and the Time Period stated in Section 3 the Recipient shall not:
Business Practices - Provide the same or similar industry products, services, or engage in any other way representation of any other business of a similar nature to the business of the Company without written consent. It is understood that the Recipient and Company will be working exclusively during their tenure unless written notice has been provided from either of the Parties.
Clients/Customers - Directly or indirectly engage in any similar business practice of the Partnership formed between Recipient and Company while being in contract with each other. Nor shall the Company or Recipient solicit any client of the Company or Recipient for the benefit of a third party that is engaged in a similar business to that of the Company or beyond the "benefit" of the Agreement to each other.
General Competitor(s) - Engage in business activity, whether paid or non-paid, with a competitor of the Company that provides a similar product or service.
Employees - Hire, work alongside, or partner with any current employees, sales staff, or former employees or sales staff of Company.
3) Time Period
Recipient warrants and guarantees for the 16 month period following the:
Termination of the Company and Recipient’s "Partnership, Agreement, Relationship" and/or business with the Company.
4) Purchase Option
The Company shall allow the Recipient to void this agreement at any time and release all liability in connection with this agreement by purchasing the Company's Software Patents, Licensing Agreements, Infrastructure, Equipment and assets required to operate for a mutually agreed price.
The jurisdiction of this agreement shall cover the areas of the United States Of America.
6) Confidential Information
As used above “Confidential Information” shall mean any and all technical and non-technical information provided by the Company, including but not limited to: data, licensing or other proprietary information relating to service, products, plans, methods, processes, know-how, developmental or experimental work, computer programs, software, patents databases, authorship, customer lists (including the names, buying habits or practices of any clients), the names of vendors or suppliers, licensing authorities, licensing contacts & affiliates, marketing methods, reports, analyses, business plans, financial information, statistical information, or any other subject matter pertaining to any business of the Company or any it’s respective clients, consultants, or licensees that is disclosed to the Recipient under the terms of this Agreement.
7) Permitted Disclosure
Confidential Information does not include information which:
Has become generally known to the public through no wrongful act by the Recipient
Has been approved for release to the general public by written authorization of the Company;
Has been disclosed pursuant to the requirement of a governmental agency or court of law without restrictions or protections against public disclosure; or,
Has been independently developed by the Recipient without use, directly or indirectly of the Company’s Confidential Information.
Recipient acknowledges that it will have access to the Company’s Confidential Information, Contacts, Methods, Vendors and agrees that it shall not directly or indirectly divulge, disclose or communicate any of the Confidential Information to any third party, except as may be required in the course of any formal business association or dealings with the Company and in any event, only with the prior written approval of the Company. The Recipient acknowledges that no license of the Confidential Information, by implication or otherwise, is granted to the Recipient by reason of this Agreement. Additionally, the Recipient acknowledges that it may only use the Confidential Information in connection with its business dealings with the Company and for no other purpose without the prior written consent of the Company. The Recipient further agrees that all Confidential Information, including without limitation any documents, files, reports, disclosures, contacts, lists, correspondence, software, or other written or graphic records provided by the Company or produced using the Company’s Confidential Information, will be held strictly confidential and returned upon request to the Company. The term of this Agreement will be ongoing as long as the Parties are working together in any formal capacity. The conditions of this Agreement shall survive the termination of this Agreement.
9) Consultants and Employees Bound
Recipient agrees to disclose the Confidential Information to any agents, affiliates, directors, officers or any other employees (collectively, the “Employees”) solely on a need-to-know basis and represents that such Employees have signed and certify this non-disclosure agreements or taken appropriate measures imposing on such Employees a duty to third parties (1) to hold any third party proprietary information received by such Employees in the strictest confidence, (2) not to disclose such third party Confidential Information to any other third party, and (3) not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Company.
10) Return of Materials
Upon termination or expiration of the Agreement, or upon written request of the Company or Recipient, both parties shall promptly return all documents and other tangible materials representing the Company’s and Recipient's Confidential Information and all copies thereof. Both Parties shall notify the other immediately the upon discovery of any loss or unauthorized disclosure of Confidential Information.
Should the either Party breach any of the provisions of this Agreement by unauthorized use, dissemination, distribution, postings, copying or by disclosure of the Confidential Information to any unauthorized third party to the Company’s detriment or damage, the Party's agrees to reimburse the other for any loss or expense incurred by the injured Party as a result of such use or unauthorized disclosure or attempted disclosure, including without limitation court costs and reasonable attorney’s fees incurred by the Company in enforcing the provisions hereof. Recipient further agrees that any unauthorized use of or disclosure of the Confidential Information will result in irreparable damage to the Company and that the Company shall be entitled to an award by any court of competent jurisdiction of a temporary restraining order and/or preliminary injunction against such unauthorized use or disclosure by the offending party without the need to post a bond. Such remedies, however, shall not be deemed to be the exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available at law or equity.
12) Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of the United States Of America and its sovereign States without reference to its conflicts of laws principles. Any disputes arising from or related to the subject matter of this Agreement shall be heard in a court of appropriate jurisdiction of the Company’s principal office and the parties hereby consent to the personal jurisdiction and venue of these courts. If any provisions of this Agreement or its applications is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provisions and applications herein shall not in any way be affected or impaired.
13) Entire Agreement
This Agreement represents the entire agreement of the parties and may only be modified by signature by both parties hereto.
Authorized By: Ryan Michell (signed both electronically in plain text and via image as witnessed below) May it be known that both certify acceptance of this agreement, its terms, conditions and clauses.
RYAN MICHELL - CEO___________
Signature - Smart TV, LLC CEO
In Witness Whereof, the parties hereto have agreed and signed this Non-Compete/Non-Disclosure Agreement to be on the date electronically certified by 2nd Party as outlined and signed below.