204 lines
8.9 KiB
Markdown
204 lines
8.9 KiB
Markdown
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# Company NDA
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## Purpose
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Joining the Company organization as a Member to discuss material non public information related
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to the Company
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## Governing State Law
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Texas, USA
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## Parties involved and agreeing to Mutual Nondisclosure
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"Disclosing Party" describes each party with respect to Confidential Information it discloses to the other party.
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"Receiving Party" describes each party with respect to Confidential Information it receives from the other party.
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## Purpose
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The parties anticipate disclosure of Confidential Information for the purpose on
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the accompanying standard form certificate (the "Purpose").
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## Confidential Information
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### Categories of Confidential Information
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Subject to Section (Exclusions from Confidential Information), "Confidential Information"
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means the following kinds of information:
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* information disclosed by Disclosing Party during the term of this agreement that is related to the business of Disclosing Party;
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* the fact that the parties are pursuing the Purpose;
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* the terms of this agreement;
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* the fact that the parties have entered into this agreement; and
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* other information derived from these kinds of information.
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## Exclusions from Confidential Information
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* Public Information.
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Information that is now public is not Confidential Information. Confidential Information that becomes public, other than as
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a result of breach of this agreement, ceases to be Confidential Information.
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### Otherwise Acquired Information
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Information that Receiving Party receives other than from Disclosing Party is not Confidential
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Information, unless the disclosure breached a confidentiality obligation to Disclosing Party that Disclosing Party made known to Receiving Party.
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* Independently Developed Information.
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Information Receiving Party develops independently is not, or ceases to be, Confidential Information
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of Disclosing Party. Receiving Party shall bear the burden of proving independent development using contemporaneous documentary evidence.
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## Confidentiality Obligations
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### Nondisclosure
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Except as described in Section (Permitted Disclosure), Receiving Party shall not disclose Confidential Information to anyone.
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* (b) Permitted Disclosure.
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Receiving Party may disclose Confidential Information to the following personnel:
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* if Receiving Party is a legal entity, employees, independent contractors, officers, directors, and agents of Receiving Party ("Personnel") who:
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* have a need to know the Confidential Information to advance the Purpose;
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* have entered written confidentiality agreements with Receiving Party that impose
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confidentiality obligations, affording as much or more protection as
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those of this agreement, that apply to the Confidential Information
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* legal and financial advisers providing services to Receiving Party under
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confidentiality obligations imposed either by law or by professional
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rules ("Advisers").
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* (c) Limited Use.
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Receiving Party shall use Confidential Information only to advance the Purpose.
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* (d) Security Measures.
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Receiving Party shall take measures to secure materials embodying Confidential Information at least as protective as those Receiving Party employs to
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secure its own Confidential Information, but in any event no less than reasonable measures.
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* (e) Preserve Proprietary Notices.
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Receiving Party shall not remove any proprietary notices attached to materials embodying Confidential Information.
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* (f) No Illegal Dealing in Securities.
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Receiving Party shall not break securities laws by purchasing, selling, or otherwise dealing in securities of Disclosing Party on the basis of
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Confidential Information that is material, nonpublic information. Receiving Party shall instruct anyone to whom it discloses Confidential
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Information that may be material, nonpublic information not to break securities laws by dealing in securities of Disclosing Party.
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* (g) No Reverse Engineering.
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Receiving Party shall not reverse engineer any material embodying Confidential Information.
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* (h) Mitigate Legally Required Disclosure.
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The following obligations apply when the law requires disclosure of Confidential Information and when Receiving Party reasonably expects that the law may
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require disclosure of Confidential Information:
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* (i) Give Notice of Required Disclosure.
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If legally permitted, Receiving Party shall promptly notify Disclosing Party of the nature of the requirement and the Confidential Information affected.
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If practical, Receiving Party shall give notice quickly enough to afford Disclosing Party practical chance to start a proceeding to protect the
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confidentiality of the Confidential Information. On Disclosing Party request, Receiving Party shall cooperate with Disclosing Party in any such
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proceeding by providing reasonable assistance.
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* (ii) Reimburse Expenses of Cooperation.
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Disclosing Party shall reimburse Receiving Party's reasonable out-of-pocket expenses of cooperating in
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any proceeding described in Section (Give Notice of Required Disclosure).
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* (i) Give Notice of Leaks.
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Receiving Party shall give Disclosing Party notice when Receiving Party becomes aware, suspects, or anticipates that Confidential Information
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has been or will be disclosed or used in breach of this agreement or other confidentiality agreements with Disclosing Party.
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* (j) Return and Destruction.
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(i) Subject to Section (Records Policy), when this agreement terminates, Receiving Party shall promptly:
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* (A) return all materials embodying Confidential Information that Disclosing Party provided with request to return; and
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* (B) destroy all parts of other materials that embody Confidential Information.
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* (k) Records Policy.
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When this agreement terminates, if Receiving Party has a written records retention policy for the creation and
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scheduled destruction of archival or backup records, and only specialized personnel can routinely access those records, then Receiving Party
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may retain materials embodying Confidential Information until destroyed under that policy.
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* (l) Comply with Export Controls.
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Both parties shall comply with export and reexport laws with respect to Confidential Information.
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* (m) Compliance and Oversight.
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* (i) Receiving Party shall ensure that its Advisers abide by the confidentiality obligations of Receiving Party under this agreement.
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If Receiving Party is a legal entity, Receiving Party shall also ensure that its Personnel abide by the confidentiality obligations of
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Receiving Party under this agreement.
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Breach of Receiving Party obligations by Receiving Party Personnel or Receiving Party Advisers will be deemed breach of this agreement by
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Receiving Party itself.
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* (ii) If Receiving Party is a legal entity, Receiving Party shall provide Disclosing Party copies of confidentiality agreements with Personnel
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who receive Confidential Information on Disclosing Party request.
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5. Clarifications.
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* (a) No Obligation to Disclose. No terms of this agreement obligate Disclosing Party to disclose any Confidential Information.
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* (b) No Obligation to Do Business. No terms of this agreement obligate either party to enter any business relationship or agreement,
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related to the Purpose or otherwise.\
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* (c) No License. No terms of this agreement grant any license for any patent, trademark, copyright, or other intellectual property.
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* (d) No Warranty. Disclosing Party makes no warranty that Confidential Information will be complete or accurate.
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* (e) Freedom to Operate. No terms of this agreement prohibit either party from:
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* (i) entering into any business relationship with any non-party; or
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* (ii) assigning and reassigning Personnel and Advisers in its sole discretion.
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6. 18 U.S.C. 1833(b) Notice.
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* (a) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that:
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* (i) is made:
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* (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and
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* (B) solely for the purpose of reporting or investigating a suspected violation of law; or
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* (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
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* (b) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade
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secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual:
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* (i) files any document containing the trade secret under seal; and
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* (ii) does not disclose the trade secret, except pursuant to court
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order.
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7. Term.
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* (a) Expiration.
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This agreement does not expire.
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* (b) Survival.
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Obligations under Section (Confidentiality Obligations)
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for Confidential Information disclosed during the term survive the term of
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this agreement as follows:
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* (i) Obligations for Confidential Information that Receiving Party knew or reasonably should have known constituted a trade secret survive as long
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as the Confidential Information remains a trade secret.
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* (ii) Obligations for other Confidential Information survive forever.
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