This Agreement is being made and entered into on this date by and between Urbanisa Inc USA, DBA Fabric, a Florida corporation whose address is 747 SW 2nd Avenue IBM # 71, Suite 346 Gainesville, FL 32601 P. 352 320 5262 and " Your Company". whose address is: Your Company or Personal Adress. (the "Company", and, collectively with Urbanisa USA, Inc the "parties"); WHEREAS, the parties are engaged in discussions in contemplation of a possible transaction between the parties (the Purpose ); and WHEREAS, in the course of dealings between the parties, either party, (hereinafter: the "Receiving Party") has been and/or maybe, provided with, and/or have access to, certain confidential and proprietary information of the other party (hereinafter: the "Disclosing Party"); NOW, THEREFORE, the parties agree as follows:
1. Definition The term Confidential Information shall mean information regarding computer programs, code (including object code and source code), algorithms, models, protocols, prints, sketches, photographs, samples, prototypes, names and/or expertise of employees and consultants, know-how, formulas, processes, ideas, documents, system, specifications, information concerning research and development work including current and planned research and development, analyses, compilations and studies, prices, products, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and other information, financial information, business plans, and projections, customer or supplier lists, as well as samples or parts of the above, in whatever form conveyed, including written, email and verbal disclosure.
2. Exceptions. The duties and obligations contained in this Agreement shall not apply to the following information, provided the same can be proven by written documents by the Receiving Party: (i) Confidential Information which is now or subsequently becomes in the public domain, not due to the breach by the Receiving Party or its Designated Persons (as defined below); (ii) Confidential Information which is lawfully received by the Receiving Party from a third party not under confidence; or (iii) Confidential Information which the Receiving Party can demonstrate in its records to be in its possession at the time of execution hereof and was not acquired directly or indirectly under an obligation of secrecy to the other party. Notwithstanding the above, Confidential Information that the Receiving Party becomes legally compelled by law or order of competent authority to disclose may be disclosed, provided that in as much as possible it has given the Disclosing Party with prompt prior notices so that Disclosing Party may seek a protective order or other appropriate remedy and provided further that Receiving Party may furnish only that portion of the Confidential Information which the Receiving Party is advised by written opinion of its legal counsel that it is legally required, and shall exercise all efforts required to obtain assurances that confidential treatment will be accorded such disclosure.
3. Confidential Information - Proprietary Rights. The Confidential Information and all right, title, and interest therein will remain at all times the exclusive property of the Disclosing Party. Nothing hereunder may be construed as (i) granting any right, warranty, or license by implication or otherwise under any patent, copyright, know-how or design rights, or another form of protection of industrial or intellectual property; (ii) creating any obligation on the part of Disclosing Party to enter into any business relationship whatsoever or to offer for sale any service or product; (iii) obligating Disclosing Party to furnish to the Receiving Party or any of its employees, officers, directors, consultants, agents and affiliates ( Designated Persons ) an Confidential Information; or (iv) constituting a representation b Disclosing Party that any Confidential Information is complete, accurate or true in any respect.
4. Receiving Part s Undertakings. The Receiving Party acknowledges that its duties and obligations under this Agreement shall survive for a period of five (5) years commencing on the date of execution of this Agreement. In consideration of the Disclosing Party's agreement to enter into this Non- Disclosure Agreement with the Receiving Party and establish the confidential relations between them, the Receiving Party agrees that the Confidential Information shall be received, held and maintained by the Receiving Party in trust and confidence. The Receiving Party shall take all necessary precautions to prevent any person or entity from obtaining access thereto, utilizing at least the same degree of care the Receiving Party uses to protect its own confidential information, but in any event no less than a reasonable degree of care. The Confidential Information shall be used by the Receiving Party solely for the Purpose. The Receiving Party shall not disclose, communicate, divulge, disseminate or make available (collectively referred to as Disclose ) Confidential Information to an entity or person other than disclosure in good faith to such Designated Persons that need to have access to the Confidential Information for implementing the Purpose, who have been informed in writing of the confidential nature of the Confidential Information and of the restrictions set forth herein and have agreed to maintain the same. The Receiving Party shall be liable towards the Disclosing Party for the breach by any Designated Person of the terms of this Agreement and any such breach shall also be deemed a breach of this Agreement by the Receiving Party.
5. Return of Confidential Information. Upon the Disclosing Party's first written demand, the Receiving Party will return all Confidential Information to the Disclosing Party, and no copy or reproduction of such information shall be retained by the Receiving Party or any use made thereof, and Receiving Party shall confirm the same in writing to the Disclosing Party.
6. General. This Agreement shall constitute the full Agreement between the parties with respect to the confidentiality and non-disclosure of the Confidential Information and shall supersede any and all prior or contemporaneous agreements and understandings relating thereto. No change, modification, alteration, or addition of or to any provision of this Agreement shall be binding unless in writing and executed by or on behalf of both parties by a duly authorized representative. This Agreement may not be assigned by either party without the consent of the other party. If any one or more of the terms contained in this Agreement shall for any reason be held to be excessively broad with regard to time, geographic scope, or activity, that term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. A determination that any term is void or unenforceable shall not affect the validity or enforceability of any other term or condition. Each party shall act as an independent contractor on its own account and in no event shall be construed or deemed to be an agent or employee of the other party and nothing herein shall constitute or create a partnership or any entity other than an independent contractor arrangement.
7. Equitable Relief - The Receiving Party recognizes, acknowledges, and agrees that Disclosing Party may be irreparably harmed if the Receiving Part s obligations under this Agreement are not superficial enforced and that Disclosing Party may not have an adequate remedy at law in the event of an actual or threatened violation by the Receiving Party of the Receiving Part s obligations. Therefore, the parties hereto agree that under such circumstances the Disclosing Party shall be entitled to an injunction, without bond, or to an appropriate decree of specific performance or any other appropriate equitable relief.
8. Applicable Law; Jurisdiction This Agreement shall be governed by the laws of the State of Florida Without giving effect to such laws provisions regarding conflict of law. Any and all disputes in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts or tribunals, as relevant, located in the city of Miami, FL, USA.
Signature Page Follows- IN ELECTRONIC FORM, the parties hereto executed this Agreement on the date first written above.