NON-CIRCUMVENTION / NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
This Agreement, dated this October 25, 2021, is made by and between K. Edwin Bryant, Ph.D., having an address at
, and , having an address at
, as well as their respective subsidiaries, affiliates and agents (collectively referred to as the “Parties”).
In consideration of the herein providing each other with certain information, data and ideas which are either non-public, confidential or proprietary in nature and the introduction, negotiating, representing and/or assisting in the transaction of business through such introduction, negotiating, representing and/or assisting (hereinafter referred to as “Proprietary Information”) the Parties agree as follows:
Each Party agrees to maintain and to cause its officers, directors, employees, agents, advisors, subsidiaries and affiliates (collectively “Affiliates”) to maintain the confidentiality of any Proprietary Information regarding the business affairs, property, or methods of operation or other Proprietary Information relating to the other and obtained by a Party during the term of this Agreement. Proprietary Information includes proposed proprietary ideas, existing and/or contemplated products or services, current or future business plans or models, or proposed transactions. Each Party hereto agrees that this Proprietary Information may contain commercial and financial information and such Proprietary Information shall remain privileged and confidential and shall not be
(a) used by the Party receiving it or its Affiliates for any purpose other than evaluating a proposed proprietary idea, product or service, business plan, model, or transaction (a “Transaction”), or (b) disclosed without the prior written consent of the other Party except to the extent required by applicable law or judicial or administrative process. Each Party agrees to keep confidential this Agreement and not to distribute or show copies of it or disclose the contents hereof to any person or entity not subject to this Agreement (except its legal and accounting advisors with a written agreement to keep the same confidential) without the prior written consent of the other Party, except to the extent required by applicable law or judicial or administrative process.
Notwithstanding the above, Proprietary Information shall not include information (a) which is in or comes into the public domain or may be derived from information which is in or comes into the public domain through a source other than the Party receiving the information or its Affiliates; (b) is already in the possession of the Party receiving the information prior to receiving it from the other Party; or (c) which becomes known to the Party receiving the information through a source that it reasonably believes is not subject to a confidentiality agreement with or other obligation of secrecy to the other Party and such source is not subject to any other prohibition against transmitting the
Each Party acknowledges that any Proprietary Information given by the disclosing Party to the other Party in connection with this Agreement shall be the sole and exclusive property of the disclosing Party, including all applicable rights
to patents, copyrights, trademarks and trade secrets inherent therein and appurtenant thereto, and that no license or other right therein are created by this Agreement.
In the event that a Party or anyone to whom a Party supplied Proprietary Information receives a request to disclose all or any part of the Proprietary Information under the terms of a subpoena, order, civil investigative demand or similar process issued by a court of competent jurisdiction or by a government body, unless disclosure is prohibited by law, that Party shall immediately notify the other Party of the existence, terms and circumstances surrounding such a request, consult with the other Party on the advisability of taking legally available steps to resist or narrow such request, and if disclosure of such information is required, the Party will (a) furnish only that portion of the Proprietary Information which in its reasonable opinion, based upon advice of counsel, it is legally compelled to disclose, and (b) at the other Party’s cost, cooperate with the efforts of the Party to obtain order or other reliable assurance that confidential treatment will be accorded to such portion of the Proprietary Information as may be disclosed.
Each Party acknowledges that although the Party delivering the Proprietary Information has endeavored to include Proprietary Information that is relevant for purposes of the other Party’s evaluation, the delivering Party makes no representation or warranty as to the accuracy or completeness of the Proprietary Information. Neither the delivering Party nor its Affiliates shall have any liability to the receiving Party or an Affiliate arising out of the receiving Party’s or an Affiliate’s use of the Proprietary Information or reliance
In the event that an agreement between the Parties is not entered into, or is entered into but thereafter terminated, each Party will, at the request of the other Party, promptly deliver all Proprietary Information to the other Party without retaining any copies
Each Party understands that the Proprietary Information disclosed to it is a unique and valuable asset of the other Party, that violation of this Agreement would cause the other Party immediate and irreparable harm, and that the remedies at law may be inadequate. Each Party therefore consents to the entry of a restraining order and a preliminary and permanent injunction restraining any such violation without proof of actual damages. Each Party agrees that any money damages shall include all pecuniary benefits obtained by the receiving Party and its Affiliates as a result of any breach of this
Each party agrees that without the prior written consent of the other Party, it shall not, in reference to this Agreement, use or permit to be used the name (or any variation thereof from which any connection with each may be inferred or implied), trademark, service mark, or any logo of the other Party or its
Each Party acknowledges that preliminary dealings and discussions, and this Agreement, shall not be construed in any way as an obligation of either Party to go forward with or consummate any agreement between the Parties. In the event the Parties consummate an agreement following the evaluation of the information, a formal and binding Agreement shall be executed by the Parties.
This Agreement shall be governed and construed in accordance with the laws of the State of Georgia without giving effect to the principles of conflict of law. No failure, neglect, or forbearance on the part of either Party to require strict performance of this Agreement shall be construed as a waiver of the rights or remedies of such
The Parties of this Agreement acknowledge that no effort shall be made to circumvent its terms in an attempt to gain commissions, fees, remuneration or considerations to the benefit of any of the Parties of this Agreement while excluding equal or agreed to benefits to any of the other Parties. And that further, throughout the term of this agreement the parties agree that they shall not, as either owner, co-owner, partner, joint venture, employee, agent, sales person, service person, officer, direct, stockholder, or in any other capacity whatsoever, or on behalf of any other business entity, become engaged directly or indirectly with any person, firm, corporation, association, or other entity or entities introduced as a result of this agreement without the direct participation and authority of the introducing party. The parties agree that any such breech of this provision shall cause severe damage for which the injured party will have the right to consequential monetary damages and injunctive relief and protection against the offending party and any person, firm, corporation, association, or other entity or entities introduced as a result of this agreement with whom the offending party enters into such
This Agreement shall remain in effect for a period of three (3) years from date hereof. In the event any court shall determine that the length of time or the areas covered by any one individual stipulation, term, or provision excessive, the Agreement shall not be rendered invalid thereby and the court shall modify the length of time or the area covered to the extent necessary to make the Agreement valid and
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above.
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Signed by K. Edwin Bryant Ph.d
Signed On: May 19, 2021
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Document Name: NON-CIRCUMVENTION / NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
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