I/We (“Confidant”) and Pura Naturals, Inc. a Delaware corporation (“the Company”) wish to explore the possibility of a business transaction of mutual interest. In connection with this possibility, both parties recognize that there is a need for the Company to disclose to Confidant certain information of the Company. As an express condition to such disclosure, Confidant agrees as follows:
1. Non-Disclosure and Limited Use. Confidant shall hold all Proprietary Information in strict confidence and shall not disclose any Proprietary Information to any third party. Confidant shall disclose Proprietary Information only to employees of Confidant who need to know such information to evaluate the possible business transaction with the Company and who have signed agreements that obligate them to treat Proprietary Information as required under this Nondisclosure Agreement. Confidant shall not use any Proprietary Information for its own benefit or for any purpose except to evaluate the possible business transaction. Confidant shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of Proprietary Information. No copies, reproductions or other images of Proprietary Information may be made unless approved in writing by the Company.
2. Description of Proprietary Information. “Proprietary Information” means all information disclosed by the Company to Confidant (in writing, orally or in any other form) that is described as (or provided under circumstances indicating it is) confidential, proprietary or trade secret, including, without limitation, business plans, technical data, product ideas, contracts and financial information. Proprietary Information in this Agreement means all information and any idea in whatever form, tangible or intangible, disclosed to or learned by Confidant, pertaining in any manner to the business of the Company or to the Company’s affiliates, consultants, or business associates, unless (a) the information is or becomes publicly known through lawful means; (b) the information was rightfully in Confidant’s possession or part of my general knowledge prior to exploring the possibility of a business transaction of mutual interest; or (c) the information is disclosed to Confidant without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction) and did not learn of it, directly or indirectly, from the Company.
3. The Company considers the following information to be included, without limitation, in the definition of Proprietary Information: (a) Schematics, techniques, employee suggestions, development tools and processes, computer printouts, computer programs, design drawings and manuals, and improvements; (b) Information about costs, profits, markets, and sales; (c) Plans for future development and new product concepts; and (d) All documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to Confidant by the Company (or any affiliate of it), as well as written or verbal instructions or comments.
4. Whether or not the business transaction Continuing Obligation and Return of Materials that is the subject of discussions hereunder is consummated, the covenants pertaining to nondisclosure shall remain in full force indefinitely, unless the Company specifically and in writing agrees to release all or part of Proprietary Information from the nondisclosure restrictions imposed herein. Upon conclusion or termination of discussions between Confidant and the Company, or at any time the Company so requests, (a) Confidant shall return immediately to the Company all materials (in written, electronic or other form) containing or constituting Proprietary Information, including any copies, reproductions or other images, and (b) Confidant shall not use Proprietary Information in any way for any purpose.
5. Confidentiality of Discussions. Confidant shall not disclose the existence of discussions between the parties or the nature or substance of those discussions.
6. Choice of Law. This Agreement shall be governed by the laws of the State of California without giving effect to its conflict of law rules. The parties intend that Section 6 be enforced to the greatest extent in time, area and degree of participation as is permitted by law, and that Section 6 shall be governed by and construed according to the law which best gives effect to Section 6.
7. Remedies. Confidant recognized that nothing in this Agreement is intended to limit any remedy of the Company under the California Uniform Trade Secrets Act and that Confidant could face possible criminal and civil actions, resulting in imprisonment and substantial monetary liability, if Confidant misappropriates the Company’s trade secrets. In addition, Confidant recognizes that its violation of this Agreement could cause the Company irreparable harm and significant injury, the amount of which may be extremely difficult to estimate, thus, making any remedy at law or in damages inadequate. Therefore, Confidant agrees that the Company shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement and for any other relief the Company deems appropriate. This right shall be in addition to any other remedy available to the Company in law or equity.
8. General. This Agreement shall be binding upon and for the benefit of Confidant and the Company and their successors and assigns for a period of three years. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement supersedes and replaces any existing agreement entered into by Confidant and the Company relating generally to the same subject matter, and may be modified only in a writing signed by the Company. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and may be modified only in writing.
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Signed by Pura Naturals
Signed On: October 6, 2016
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Document Name: NONDISCLOSURE AGREEMENT
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