Don't Leave The Best Alone!

Yes, we sign NDAs

Do we sign a NDA prior to starting a Project?

Yes, we almost never start a project without signing a mutual Non-Disclosure Agreement!

Non-Disclosure Agreement

 

This Non-Disclosure Agreement (“Agreement”) is made and entered into as of March 24, 2011 (“Effective Date”) between John W. Smith, of John SmithCo. & “www.YourDomainName.com” a pending Arizona corporation (“Disclosing Party”) and Joesph Tsvetan Tsone of Best Site Editor CMS & www.bestsiteeditor.com(Receiving Party”) “Party” and “Parties” shall refer to either or both Disclosing Party and Receiving Party.

 

 

  1. Purpose:  The Parties wishes to explore a business opportunity of mutual interest and in connection with this opportunity, the Disclosing Party may disclose to the Receiving Party certain confidential business information which the Disclosing Party desires the Receiving Party to treat as confidential.

  2. “Confidential Information” means any information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation business plans, documents, prototypes, samples, plants and equipment), which is designated as “Confidential,” “Proprietary,” or some similar designation. Information communicated orally shall be considered Confidential Information if such information is designated the time of disclosure as confidential. Confidential Information may also include information disclosed to the Receiving Party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the receiving party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession; or (vi) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

  3. Non-use and Non-disclosure: Receiving Party agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the Parties.  Receiving Party agrees not to disclose any Confidential Information to third parties or to such party’s employees, except to those employees or independent contractors of the Receiving Party who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship.

  4. Maintenance of Confidentiality: Receiving Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Receiving Party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees or independent contractors who have access to the Confidential Information have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.  Receiving Party shall not make any copies of the Confidential Information unless previously approved in writing by Disclosing Party.  Receiving Party shall reproduce the proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.

  5. No Obligation: Nothing herein shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.

  6. No Warranty: ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

  7. Return of Materials: All documents and other tangible objects containing or representing Confidential Information which have been disclosed, and all copies thereof which are in the possession of the Receiving Party, shall be and remain the property of the Disclosing Party and shall be promptly returned or destroyed upon the Disclosing Party’s written request.

  8. No License: Nothing in this Agreement is intended to grant any rights or interest to Receiving Party under any intellectual property, nor shall this Agreement grant Receiving Party any rights in or to the Confidential Information, except as expressly set forth herein.

  9. Term: The obligations of Receiving Party hereunder shall survive for a period of five (5) years after disclosure or until such time as all Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of Receiving Party whichever is earlier.

  10. Remedies: Receiving Party agrees that any violation or threatened violation of this Agreement will cause, irreparable injury to Disclosing Party, entitling Disclosing Party to seek injunctive relief in addition to all legal remedies.

  11. Miscellaneous: This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns. This Agreement shall be governed by the laws of the State of Arizona, without reference to conflict of law principles. This document contains the entire agreement between the Parties with respect to the subject matter hereof, and neither Party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties hereto.

                                               AGREED AND ACCEPTED

DISCLOSING PARTY                   RECEIVING PARTY
JOHN SMITHCO.                         BEST SITE EDITOR
& eShoes, Inc. (pending AZ Corporation)
 Signature:                                Signature:

 Name & Title:  John Smith/ President       Name/ Title:  Joseph Tsvetan Tsone

 Date:                                    Date:March, 29, 2011