MUTUAL NONDISCLOSURE AGREEMENT

 

This agreement is made and entered into July 3, 2022, by and between the party whose name appears in the form below (the "Prospect") and Alliance Solutions, Inc., a Minnesota corporation, having offices at 8120 Penn Avenue South, Suite 570, Minneapolis, Minnesota 55431 (“ASI”).

 

Background

  1. Prospect and ASI desire to enter into a relationship for the purpose of discussing a mutually beneficial business arrangement;

  2. In connection with such relationship, each party shall have access and be exposed to certain confidential, proprietary and trade secret information of the others;

  3. Each party is willing to proceed with the relationship only if the other parties agree to be bound by the nondisclosure obligations set forth in this agreement;

  4. Each party was informed of this requirement prior to the other parties accepting the relationship and is willing to make the nondisclosure commitments.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and as an express condition to ASI, the parties agree as follows:

 

1.  DEFINITIONS. 

 

            a.  Confidential Information.  As to each party, “Confidential Information” of that party shall mean (i) all trade secrets of such party including, but not limited to, all computer programs, applications, source codes, plans, processes, sketches, blueprints, programming techniques, computer hardware configurations, instruments, software designs, chip and circuit designs, formulas, mechanisms, telecommunications apparatus, improvements or any combination, portion or extension of the above listed items, which are not generally known or available to Competitors, as such term is defined below, and (ii) all other confidential information of such party including, but not limited to, any information regarding customers, suppliers, agents, manufacturers, distributors, pricing, financial information and lenders of such party, not generally known or available to any Competitor.  All such information and property shall be considered Confidential Information unless explicitly labeled otherwise.

 

            b.  Competitors.  As to each party, “Competitors” of that party shall mean any person, firm, or entity which is engaged to any extent in the business of developing, selling, licensing, marketing, or distributing computer software or telecommunication devices which are similar in nature to or derived from those being developed, sold, marketed, distributed or offered by such party.

 

            c.  Disclosing Party.  “Disclosing Party” shall be the party disclosing the Confidential Information.

 

            d.  Receiving Party.  “Receiving Party” shall be the party to whom Confidential Information of the Disclosing Party has been disclosed.

 

2.  EXCEPTIONS.

 

Notwithstanding the foregoing, Confidential Information shall not include information or property which is:  (i)  now in the public domain or later publicly available through no fault of the Receiving Party, (ii) already legally in the possession of the Receiving Party or legally known to the Receiving Party prior to the receipt of the same; or (iii) rightfully obtained by either from other sources.

 

3.  RESTRICTIONS ON USE AND DISCLOSURE. 

 

            Each party agrees and covenants as follows:

 

            a.  Ownership.  All Confidential Information furnished or disclosed to the Receiving Party is and shall be considered for all purposes to be the property of the Disclosing Party, and the Receiving Party shall have no right, title or interest in or to any of the Confidential Information.

 

            b.  Disclosure.  The Receiving Party shall keep all Confidential Information strictly confidential and shall not disclose, give or describe any part or all of the Confidential Information to others for any reason whatsoever without the express written consent of the Disclosing Party.  The Receiving Party shall take all measures necessary or desirable to insure that the Confidential Information remains confidential and is not, whether intentionally or unintentionally, disclosed to or seen, used or obtained by any third party.  Confidential Information may not be published or reproduced in any fashion.

 

            c.  Use.  The Receiving Party shall use the Confidential Information only for, and in the course of, business discussions and/or providing services directly to the Disclosing Party.

 

            d.  Return of Confidential Information.  In spite of anything otherwise stated in this Agreement, the Receiving Party shall return the Confidential Information and any and all reproductions thereof to the Disclosing Party immediately upon termination of the relationship or upon request of the Disclosing Party, whichever occurs first.

 

4.  INDEMNIFICATION.

 

            The Receiving Party shall indemnify, defend and hold harmless the other party from and against any and all damages, claims, costs and expenses related to the breach by the Receiving Party of the provisions of this Agreement, including court costs and attorney’s fees.

 

5.  EQUITABLE REMEDIES AND ENFORCEMENT.

 

            The Receiving Party acknowledges and agrees that breach of any of the obligations set forth in Paragraphs 3 and 4 of this Agreement shall cause irreparable injury to the Disclosing Party and shall entitle that party to equitable relief or remedy.  The pursuit or securing of any such equitable relief shall not prohibit or limit the Disclosing Party right to seek or obtain any other remedy provided under this Agreement or by law.  If any or all of the above covenants or agreements are held to be unenforceable because of the scope or duration or the area covered thereby, the parties agree that the court making such determination shall have power to reduce their scope, duration and area of such covenant or agreement to the extent that allow the maximum scope, duration and area permitted by applicable law.

 

6.  SCOPE OF AGREEMENT.

 

            Neither execution nor performance of this Agreement shall require or obligate either party to enter into or continue any agreement, including any employment or representation or consulting agreement relating to the other party.  Nothing herein shall be construed as granting the Receiving Party or any other party any license or any other right, title, or interest in or to the Confidential Information.

 

7.  MISCELLANEOUS PROVISIONS.

 

            a.  Amendment.  No amendment of this Agreement shall be binding upon the parties unless made in writing and duly signed by all parties.

 

            b.  Waiver.  Failure by any party to enforce any provision of this Agreement shall not be construed to be a waiver of such provision or its rights thereafter to enforce such provision or any other provision.

 

            c.  Entire Agreement.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof as of the date of this agreement and supersedes all previous understanding, representations, proposals, and discussions, whether oral or written, between the parties concerning the subject matter hereof.

 

            d.  Construction.  Wherever possible each provision of the Agreement and each related document shall be interpreted in such manner as to be effective and valid under applicable law, and if any provision of this Agreement or any related document shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement or such related documents.

 

            e.  Governing Law.  This Agreement shall be interpreted and enforced in pursuant to the laws of the State of Minnesota.

 

            f.  Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

 

            g.  Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their subsidiaries, affiliates, officers and directors, and their respective heirs, successors, representatives and assigns.

 

By submitting this form, you accept and are bound by the terms, conditions of this Mutual Non-Disclosure Agreement.