Lol. why didnt i get a copy of the e-mail, thjis is going to souind unbeilivable, but when i did goto get it, it was gone, deleted out the mail of sent, yahoo. And My "partner" isnt half way across the globe he lives with me. were not even a room apart... and one sec, ill ge thte patenant. here.this is what teh guy sent us.
MUTUAL NON-DISCLOSURE AGREEMENT
BETWEEN
(1) FiiT International, Inc., a Delaware Corporation having its principal place of business at ______________, New York , New York (hereinafter âFIITâ) and ____________ a __________ corporation having its principal place of business at ________, _________(hereinafter âTHE COMPANYâ).
(2) [ ] a corporation validly organised and existing under the laws of [ ] having its principal place of business [ ] (hereinafter " [ ]").
WHEREAS:
FiiT and [ ] desire to explore a business opportunity of mutual interest in terms of developing and manufacturing computer terminal called .......... using FiiT pending patent and technologies (hereinafter âPurposeâ), and in connection with this opportunity, each party may disclose to the other certain confidential information which the disclosing party desires the receiving party to treat as confidential.
NOW IT IS HEREBY AGREED:
1. "Confidential Information" as used in this Agreement shall mean all trade secrets, non-public information, data, know-how, documentation, software (including listings thereof and documentation related thereto), diagrams, drawings and specifications relating to a party, its business or products which is marked as âconfidentialâ or âproprietaryâ and which is disclosed by either party to the other party. Information disclosed orally shall be considered Confidential Information if such information is identified as âconfidentialâ at the time of disclosure and is confirmed in writing as being Confidential Information within thirty (30) days after the initial disclosure.
âDisclosing Partyâ means any party to this Agreement disclosing Confidential Information to the other party hereto for the Purpose of this Agreement.
âReceiving Partyâ means any party to this Agreement receiving Confidential Information of the disclosing Party.
2. Each party (hereinafter "Receiving Party") shall keep all Confidential Information received from another party (hereinafter "Disclosing Party") in whatever form as strictly confidential and shall not disclose it to third parties, including affiliated companies, sister companies and parent companies, without the prior written permission of the Disclosing Party. Notwithstanding any other provision of this Agreement, disclosure of Confidential Information shall be permitted if such disclosure is in response to a valid order of a court or other governmental agency, provided that the party required to make such disclosure shall first have given notice to the Disclosing Party and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.
3. The Confidential Information received hereunder shall not be used for any purpose other than the above mentioned Purpose without the prior written permission of the Disclosing Party.
4. Subject to the foregoing each party shall restrict access to Confidential Information received from another party to only those of its employees to whom such access is necessary for carrying out the Purpose and shall ensure that its employees who have access to Confidential Information of the Disclosing Party are well informed of and agree to the non-use and non-disclosure terms contained in this Agreement prior to any disclosure of Confidential Information to such employees.
5. The Receiving Party shall in no event use a lower degree of care in safeguarding the Disclosing Party´s Confidential Information than it uses for its own information of like sensitivity and importance and upon discovery of any unauthorised disclosure of Information in its possession the Receiving Party shall use its reasonable commercial endeavours to prevent any further disclosure or unauthorised use thereof.
6. The foregoing obligations shall not apply to any Confidential Information which
(a) is in the public domain at the time of disclosure or later becomes part of the public domain through no fault of the Receiving Party; or
(b) was known to the Receiving Party prior to disclosure by the Disclosing Party as proven by the written records of the Receiving Party; or
(c) is disclosed to the Receiving Party by a third party who did not obtain such Information, directly or indirectly, from the Disclosing Party.
7. This Agreement shall govern the communications relating to Confidential Information between the parties hereto during the period of three (3) years from the latest date of signature of this Agreement or until such time as the present Agreement is expressly superseded by a subsequent agreement between the parties hereto, whichever is earlier.
The obligations set forth in this Non-Disclosure Agreement shall bind the parties for a period of five (5) years from the date of disclosure of the Confidential Information and such obligations shall survive the termination or earlier expiration of this Agreement.
8. Nothing in this Agreement shall be construed to create any obligation on the part of either party to disclose any information or to enter into any business relationship with the other party or to grant any rights, by license or otherwise, in any Confidential Information.. No license to a party hereto, under any trademark, patent, copyright or any other intellectual property right, is either granted or implied by the conveying of Information to such party. None of the Information which may be disclosed or exchanged by the parties shall constitute any representation, warranty, assurance, guarantee or other inducement by either party to the other of any kind, and, in particular, with respect to the non-infringement of trade marks, patents, copyrights or any other intellectual property rights, or other rights of third parties.
9. All material embodying Confidential Information whether or not supplied by the Disclosing Party, including, without limitation, rejected drawings, scrap papers, photographic negatives, or computer input or output, and including all copies of any kind shall be returned or, at the option of the Receiving Party, destroyed upon written request of the Disclosing Party.
10. This Agreement shall be construed and interpreted in accordance with the laws of Spanish Kingdom .
Any disputes relating to or arising in connection with this Agreement shall be finally settled in arbitration in accordance with the Arbitration Law of New York. The award shall be final and binding on the parties hereto and enforceable in any court of competent jurisdiction.
The arbitration shall be held in New York City, New York.
IN WITNESS whereof the parties hereto have caused this Agreement to be duly executed on the date first set forth below.
11. RESPONSIBILITY AND INDEMNIFICATION FOR DEFAULT
Each party will be held responsible for the revealing of any Confidential Information by any individual who belongs to its company and/or by any person or entity that is subcontracted to intervene in any type of collaboration established in the present Agreement.
The parties make a commitment to respond to the damages and losses of any type for defaulting on the obligations accepted in virtue of the present Agreement.
The parties will not respond to default on obligations established by the present Agreement when such default is due to causes beyond their control, such as, without limitation, fire, floods, strikes, labour conflict or other social disorder, shortage or unavailability of fuel or electrical energy, accident, war (whether declared or undeclared), embargo, blockade, disturbances, insurrection or government disposition.
FiiT S.L. []
Name: Name:
Title: Title:
Date: Date:
Place: Place: