MUTUAL NONDISCLOSURE AGREEMENT
This Agreement is made as of April 9, 2020, between TALONN, LLC and Other Company Name. The parties mutually desire to discuss and evaluate certain potential business transactions and/or relationships between them (the “Transactions”). In evaluating and negotiating the Transactions, each party may disclose certain confidential information to the other and the parties are willing to disclose such information only with the protections provided by this Agreement. The party disclosing such information in a given instance is referred to herein as the “Disclosing Party” and the party receiving such information is referred to as the “Receiving Party.”
1. “Confidential Information” means any nonpublic, proprietary, or confidential information disclosed or made available by the Disclosing Party, including without limitation business plans and strategies, client and vendor information, and financial documents and data. All information furnished by Disclosing Party to the Receiving Party in connection with the Transactions, whether orally or in writing and whether or not so marked, shall be presumed to be Confidential Information.
2. The Receiving Party will hold in confidence and will not distribute, use, disclose, or reveal any Confidential Information of the Disclosing Party except for the limited purpose of evaluating and negotiating the Transactions and will protect such Confidential Information in the same manner in which it protects its own proprietary and confidential information, but in no event shall exercise less than reasonable care in protecting such Confidential Information. Access to the Disclosing Party’s Confidential Information shall be restricted by the Receiving Party to its principals, employees and subcontractors on a need-to-know basis solely in connection with the Transactions. The Receiving Party shall ensure that any person to whom it discloses any such Confidential Information has agreed to maintain its confidentiality in accordance with the terms of this Agreement. Without limiting the foregoing, Receiving Party agrees that it shall not use the Confidential Information to compete or interfere with the business of the Disclosing Party; to solicit clients, potential clients, vendors, or business associates of the Disclosing Party; to attempt to reproduce or replace the Company’s products or services; or to circumvent the Transactions in any manner whatsoever.
3. The Receiving Party’s obligations shall not apply only to the extent that the Receiving Party can document that information received: (a) was available to the public at the time it was received by the Receiving Party or becomes available to the public through no fault of the Receiving Party; (b) was received by the Receiving Party without confidentiality restrictions from an independent third party which did not acquire it, directly or indirectly, from the Disclosing Party; (c) was in the Receiving Party’s possession or knowledge prior to the Receiving Party’s receipt from the Disclosing Party; or (d) is required to be disclosed pursuant to a court order, a valid subpoena or a legally binding request for information from a court or administrative agency with appropriate jurisdiction.
4. Any breach of this Agreement will cause irreparable damage to Disclosing Party and in the event of a breach or threatened breach the Disclosing Party shall be entitled to preliminary and permanent injunctions restraining the Receiving Party from such breach without the requirement of posting a bond or proving special damages, in addition to any other remedies available. This Agreement shall be interpreted under Washington law. Any legal action arising from this Agreement shall be brought solely in the courts of Seattle, Washington, and the parties hereby consent to the exclusive jurisdiction of and venue in such courts. The prevailing party in such litigation shall be entitled to recover its reasonable attorney fees and litigation expenses from the non-prevailing party.
5. This Agreement shall not constitute a license, assignment or warranty of any Confidential Information nor create any obligation to enter into any further agreements or to consummate any transactions between the parties. This Agreement and the obligations hereunder shall terminate three (3) years from the date first written above unless earlier terminated or superseded in writing by the parties.