NON-CIRCUMVENTION, NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
THIS AGREEMENT entered into on this day of , 2017, is for the professional association and arrangement of Non-Circumvention, Non-Disclosure and Confidentiality between WebRotator, Inc. (“Owner”) whose principal place of business is at 7411 Warren Ave SE Suite B, Snoqualmie, WA 98065 and principal place of business is at (“Recipient”) whose
OWNER and RECIPIENT (hereinafter called “The Parties”) acknowledge there is good and valuable consideration for this contract contributed by all parties either in the form of cash or services.
1. PURPOSE Because of THIS AGREEMENT, the Parties involved may learn from one another, or from principals, the names and telephone numbers of investors, borrowers, lenders, agents, brokers, banks, record labels, music companies, film companies, lending corporations, technology companies, individuals and/or trusts, or buyers and sellers hereinafter called contacts. The Parties with this acknowledge, accept and agree that the identities of the contacts will be recognized by the other Party as exclusive and valuable contacts of the introducing Party and will remain so for the duration of this agreement.
2. TERM THIS AGREEMENT is a perpetuating guarantee for five (5) years from the date of execution and is to be applied to any and all disclosures present and future, of the introducing party, including subsequent follow-up, repeat, extended, renegotiated, or new information.
3. CONFIDENTIALITY/ NON-CIRCUMVENTION The Parties agree to keep confidential the names of any contacts introduced or revealed to the other party, and that their firm, company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees, or consultants will not contact, deal with, negotiate or participate in any transactions with any of the contacts without first entering a written agreement with the Party who provided such contact unless that Party gives prior written permission. Such confidentiality will include any names, addresses, telephone, mobile phone, email, telex, facsimile numbers, and/or other pertinent information disclosed or revealed to either Party.
4. NON-DISCLOSURE The Parties agree not to disclose, reveal or make use of any information during discussion or observation regarding methods, concepts, ideas,
product/services, or proposed new products or services, nor to do business with any of the revealed contacts without the written consent of the introducing party or parties.
5. RETURN OF CONFIDENTIAL INFORMATION The Receiving Party will return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request. At the Disclosing Party’s option, the Receiving Party will provide written certification of its compliance with this Section.
6. INJUNCTIVE RELEIF The Receiving Party acknowledges that disclosure, circumvention or use of Confidential Information in violation of this Agreement could cause irreparable harm to the Disclosing Party for which monetary damages may be difficult to ascertain or an inadequate remedy. The Receiving Party therefore agrees that the Disclosing Party will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Agreement.
7. SEVERABILITY In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
8. MISCELLANEOUS Nothing contained in this Agreement shall be construed to constitute either Party hereto as an employee or agent of the other Party nor shall either Party hold itself out as such. Owners and Recipient has no right or authority to incur, assume or create in writing or otherwise, any warranty, liability or other obligation of any kind, expressed or implied, in the name of or on behalf of the other, it being intended by both Owner and Recipient that each shall remain an independent contractor responsible for its own actions.
The parties will construe THIS AGREEMENT in accordance with the laws of the State of Washington. If any provision of this agreement is found to be void by any court of competent jurisdiction, the remaining provisions will remain in force and effect.
THIS AGREEMENT contains the entire understanding between the Parties and any waiver, amendment or modification to THIS AGREEMENT will be subject to the above conditions and must be attached hereto.
Upon execution of THIS AGREEMENT by signature below, the Parties agree that any individual, firm company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees or consultants of which the signee is an agent, officer, heir, successor, assign or designee is bound by the terms of THIS AGREEMENT.
A facsimile copy of this Non-Circumvention, Non-Disclosure and Confidentiality Agreement shall constitute a legal and binding instrument. By setting forth my hand below I warrant that I have complete authority to enter into THIS AGREEMENT.
THE UNDERSIGNED have set their hands this date to this agreement and have accepted the terms and conditions contained in this agreement.