Maroon Insights llc
Version: 2 Date: 16th October 2017
Maroon Insights LLC, a limited liability company incorporated in Delaware, USA, having its principal place of business at 8, the green, Suite A, Dover, DL, USA – 19901 (the “Disclosing Party”), is willing to provide an audio visual walkthrough of their software product (the “Demonstration”, “Demo”) which has been requested by the authorized representative of your company (the “Receiving Party)”.
WHEREAS, through this Non-Disclosure Agreement, the Disclosing Party and the Receiving Party have entered into a relationship by which the Receiving Party may be exposed to certain confidential information of the Disclosing Party, in which it has an interest in protecting.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Disclosing Party and the Receiving Party (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:
For the purposes of this Non Disclosure Agreement, the following terms are defined as follows:
- “Trade Secret” means all information possessed by or developed for the Disclosing Party to which all of the following apply: (i) the information derives independent economic value from not being generally known and (ii) the Disclosing Party takes reasonable precautions to prevent such information from being disclosed to the public (iii) the product designs, wireframes and other non-public items which are only visible to contracted parties (iv) the software logic, algorithms, data sources which are named and shared during the course of the demonstration . b. “Confidential Information” means information, to the extent it is not a Trade Secret, which is possessed by the Disclosing Party and which relates to the Disclosing Party, including, without limitation, for example: business plans, strategies, costs, technical developments, financial or business projections, investments, marketing plans, or training information, schemas, marketing strategies, customer names and information, software artifacts, design artifacts, web scrapping scripts, algorithms, databases, product plans, catalogues, customer data, customer user ID’s, customer contacts, 3rd party data etc.
- NON DISCLOSURE OF CONFIDENTIAL INFORMATION
Except as required to further the relationship between the Disclosing Party and the Receiving Party or as expressly authorized in writing on behalf of the Disclosing Party, the Receiving Party shall not disclose, directly or indirectly, any Confidential Information during the period of his/her relationship with the Disclosing Party or anytime after the termination of such relationship.
Taking screenshots and recording audio/ video of the demonstration are not permitted unless authorized in writing of the Disclosing Party.
- TRADE SECRETS
Throughout the duration of this Non Disclosure Agreement and the Receiving Party’s business relationship with the Disclosing Party and anytime after the termination of such relationship, the Receiving Party shall do what is reasonably necessary to prevent unauthorized disclosure of the Disclosing Party’s Trade Secrets. Further, after the termination of the any such relationship, the Receiving Party shall not use or disclose the Disclosing Party’s Trade Secrets as long as they remain Trade Secrets.
The sole purpose of this demonstration by Disclosing Party to pursue a future contractual relationship with the Receiving Party. The Recipient party is a bonafide first party company/ corporations directly engaging with the Disclosing party and not any affiliate/ agent/ representative of prospective clients or individuals. Furthermore, the representatives attending the demonstration on behalf of the Receiving Party are employees of the Receiving Party and are authorized by the Receiving Party to receive the information shared in the demonstration.
- RIGHTS TO THE PRODUCT
Immediately upon termination of the relationship between the Disclosing Party and the Receiving Party, the Receiving Party shall return to the Disclosing Party any documents pertaining to the Confidential Information or Trade Secrets which are in the Receiving Party’s possession.
- RIGHTS TO WORK
(a) Disclosing Party shall have exclusive title and use of all copyrights, patents, trade secrets, or other intellectual property rights associated with all productive output created and shared by Disclosing party.
(b) Neither Receiving Party nor its employees will copyright, patent, trademark, designate as its trade secret, use, sell or distribute any Work Product.
- REPRESENTATIVE ACKNOWLEDGMENTS
The Receiving Party acknowledges that: (i) this Agreement has been specifically bargained between the parties and reviewed by the Receiving Party, (ii) the Receiving Party has had an opportunity to obtain legal counsel to review this Agreement, and (iii) the covenants made by and duties imposed upon the Receiving Party hereby are fair, reasonable and minimally necessary to protect the legitimate business interests of the Disclosing Party, (iv) such covenants and duties will not place an undue burden upon the Receiving Party’s livelihood in the event of termination of the Receiving Party’s business relationship with the Disclosing Party and the strict enforcement of the covenants contained herein, and (v) any breach of this Agreement will cause substantial and irreparable harm to the Disclosing Party for which money damages would be an inadequate remedy.
This Non Disclosure Agreement and the interpretation of the terms herein shall be governed by and construed in accordance with the laws of the State of Delaware, USA.
The Parties irrevocably submit to the exclusive jurisdiction of the courts located in Delaware, USA.
Maroon Insights, llc.
Email: [email protected]