Non Disclosure Agreement
Parties. This is an agreement between and Podosphere Technologies. concerning the confidentiality of information relating to the Company. References in this agreement to “The client” mean and all subsidiaries, affiliated companies, associated companies and holding companies together with all and any successors in title and assignees of any of the above.
Proposed. Association Of The Parties. The Company wishes to employ or to contract with, or to enter into discussions in anticipation of employing or contracting with, Podosphere Technologies. The compensation for his/her employment or contract will be not only for his/her services but also for the confidential manner in which his/her services will be performed.
Recognition of a Compelling Need for Confidentiality. Podosphere Technologies realizes that the Company has a compelling need to maintain confidentiality, and further recognizes that his/her employment or contract with the Company, or his/her discussions with the Company for such employment or contract, will place him in a position of special trust and confidence with access to confidential information concerning the Company and its operations.
Consideration. For the reasons explained above, Podosphere Technologies, as a precondition to his/her employment or contract with the Company, and in partial consideration, agrees and covenants with the Company as follows.
Agreement To Notify About A Request. Podosphere Technologies further agrees that if any person or entity requests, subpoenas, of otherwise attempts to obtain confidential or proprietary information or material relating to the Company within his/her custody or control, or within the custody or control of anyone operating on his/her behalf, he/she will notify the Company immediately and will cooperate fully in any legal action by the Company seeking protection against disclosure, on the understanding that the Company will bear the reasonable cost of attorney’s fees and expenses incurred by him in connection with the action.
Agreement To Assign Interest. Podosphere Technologies further agrees to assign to the Company and does hereby assign to the Company, all right, title, and interest in any royalty or remuneration, or anything else of value, that he/she or anyone operating on his/her behalf may acquire as a result of any disclosure or use of information or material in breach of this Agreement. This assignment does not limit any other remedy to which the Company may be entitled.
Recognition of a Compelling Need for Confidentiality. Podosphere Technologies realizes that the Company has a compelling need to maintain confidentiality, and further recognizes that his/her employment or contract with the Company, or his/her discussions with the Company for such employment or contract, will place him in a position of special trust and confidence with access to confidential information concerning the Company and its operations.
“Confidential Information” shall mean all information disclosed by the Disclosing Party to the Receiving Party subject to the following provisions (i) (ii) and (iii)
i. It is clarified that Confidential Information shall include, but is not limited to, any trade secret, technique, strategy, component, concept, program, report, study, memorandum, correspondence, documentation, information, manual, record, data, technology, product, plan, design, procedure, method, invention, sample, notes, summaries, analyses, compilations and other writings, cell lines and procedures and formulations for producing any such sample, medium, and / or cell line, process, formula or test data relating to any research project, work in progress, future development, engineering, manufacturing, marketing, pricing, billing, servicing, financing, personnel matter, its present or future products, sales, suppliers, clients, customers, employees, investors, or any other information which the Disclosing Party provides to the Receiving Party whether in oral, written, graphic or electronic form and whether or not such information is identified as such by an appropriate stamp or marking. However, all the Confidential Information disclosed by the Disclosing Party in an intangible form shall be reduced to writing by the Disclosing Party within thirty (30) days from such disclosure and a copy of the same shall be provided to the Receiving Party.
ii. Confidential Information includes information disclosed by the Disclosing Party or by Any individual, firm or corporation controlled by, controlling, or under the common control of the Disclosing Party. iii. Confidential Information shall not include any information which the Receiving Party can demonstrate to the Disclosing Party:
a. Is now, or has become, through no act or failure to act on the part of the Receiving Party, generally known or available to the public;
b. Is known by the Receiving Party at the time of receiving such information as Evidenced by its records;
c. Is discovered/independently developed by the Receiving Party independent of Any disclosures by the Disclosing Party; or
d. Is hereafter furnished to the Receiving Party by a third party, as a matter of right and without restriction on disclosure. “Affiliate” shall mean any business entity which directly or indirectly controls or is controlled by or is under common controls with a party to this Agreement by means of ownership of more than fifty percent (50%) of the voting stock or similar interest in such party. “Representative” shall mean any person or business entity, including such business entity’s directors, officers, employees, agents, advisors (including, without limitation, financial advisors, counsel and accountants) and controlling persons, representing a party to this Agreement. Confidential Information shall be kept confidential and not be disclosed in any manner whatsoever, in whole or in part, to any third party without the prior written consent of the Disclosing Party and shall not be used by the Receiving Party for any purpose other than evaluating the transaction referred to above. The Receiving Party shall protect the Confidential Information received with at least the same degree of care used to protect its own confidential information from unauthorized use or disclosure.