CONFIDENTIALITY, NONDISCLOSURE AND NON-COMPETE AGREEMENT
This Agreement, made as of today is between Sinard Marketing LLC, dba VR-MAX (“Company”) and the person or entity clicking the “I Agree” button (“Recipient”).
Company desires to provide Recipient with certain confidential information in order to further their discussions concerning a possible business arrangement. Company wishes, and Recipient agrees, to maintain the confidentiality of the material and information disclosed to Recipient prior and subsequent to execution of this Agreement, and to preserve to Company the commercial benefits from the use of confidential information and materials disclosed to Recipient which Recipient shall use for the limited purposes of considering and negotiating such business arrangement. Recipient agrees to not compete, nor enter into any competitive business arrangements based on these confidential disclosures.
- CONFIDENTIAL INFORMATION. “Confidential Information” means all information of any kind disclosed by Company or its agents or clients (collectively “Company”) to Recipient or its agents (collectively, “Recipient”) prior to the date of this Agreement or during the Term of this Agreement. Confidential Information may be written, oral, expressed in electronic media or otherwise disclosed, and may be tangible or intangible.
- EXCEPTIONS. Information or materials disclosed under this Agreement shall not constitute Confidential Information if the information or materials: (a) are in or enter the public domain through no fault of Recipient; (b) are received by Recipient properly and lawfully from a third-party without restriction on disclosure and without knowledge or reasonable suspicion that the third-party’s disclosure is in breach of any obligations to Company; (c) are approved for public release by written authorization of Company; or (e) are in the possession of Recipient prior to receipt from Company.
- CONFIDENTIALITY, NON-COMPETE AND LIMITED USE OBLIGATIONS:With regard to Confidential Information, Recipient agrees that for the Term of this Agreement and for five (5) years thereafter: (a) that it will maintain and preserve the confidentiality of such Confidential Information, including, without limitation, taking such steps to preserve the confidentiality of the Confidential Information as it takes to preserve the confidentiality of its own similar confidential information, but in no case less than reasonable precautions for the type of information disclosed; (b) that Recipient will disclose Confidential Information to its own employees and agents only on a “need-to-know” basis only, and only to such employees and agents who have agreed in writing to maintain the confidentiality thereof; (c) that Recipient will not disclose Confidential Information to any third-party without the express written consent of Company; and (d) that it will use such Confidential Information solely in its consideration of whether to enter into a business arrangement with Company or in the course of its performance of such business arrangement, and that it will not otherwise use Confidential Information for its own benefit or the benefit of any third-party, including but not limited to direct contact for further information, introduction of services or sales efforts. Recipient agrees that it is responsible for any breach of this Agreement by its employees or agents. Recipient will immediately notify Company if it is aware of any unauthorized disclosure of any Confidential Information by Recipient, its employees or agents, or any other entity.
With regard to Non-Compete, Recipient agrees that “not competing” will be governed by this same agreement, and competitive practices shall be treated in a like manner to the Confidential Information; that Term of the Agreement for Non-Compete shall also be five (5) years thereafter. The Non-Compete aspect of this agreement is neither separate nor apart from the Confidential Information, as Company wishes to engage Recipient to explore the viability of several concepts, including but not limited to software apps, immersive production and entertainment, interactive production and entertainment, and other Confidential Information. Recipient expressly acknowledges Company as the sole and exclusive owner of the Confidential Information. Recipient further understands and agrees (1) that the Confidential Information supplied by Company is not available to the general pubic or Company’s competitors; (2) that the Confidential Information is vital and necessary to the success of Company; and, (3) that Company has furnished the Confidential Information to Recipient solely for purposes of inspection and use on behalf of Company.
- CONFIDENTIALITY OF THIS AGREEMENT. Recipient shall maintain the confidentiality of the existence and terms of this Agreement, as well as the fact that the parties are considering a possible business arrangement. Such information shall also be treated as Confidential Information under this Agreement.
- REQUIRED LEGAL DISCLOSURE. Notwithstanding clauses 3 and 4 above, Recipient may disclose Confidential Information or the existence of this Agreement to the extent required by any applicable law, regulation or court; provided however that Recipient will, unless prohibited by law, notify Company promptly after becoming aware of its obligation to make such disclosure. Recipient will reasonably cooperate with Company if Company seeks to challenge, or limit, such required disclosure. If Company is unsuccessful in opposing such required disclosure, Recipient agrees it will furnish only that portion of the Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information
- TERM. This Agreement shall be effective as of the date executed by both parties, and shall remain in effect until the passing of one year from the date of this Agreement. The following Paragraphs shall survive termination of this Agreement: 3, 4, 5, 7, 8, 9 and 10.
- RETURN OF INFORMATION. Upon the written request of Company, Recipient will return to Company all tangible expressions (including all copies) of Confidential Information, and certify in writing as to any and all tangible expressions of Confidential Information that have been lost or destroyed.
- NO LICENSE GRANTED. Recipient and Company recognize and agree that nothing contained in this Agreement will be construed as granting any rights, by license or otherwise, to any Confidential Information, except as expressly set forth herein.
- NO REPRESENTATIONS OR FURTHER OBLIGATIONS. Company makes no representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information disclosed under this Agreement. The parties further agree that this Agreement does not create a partnership, agency, joint venture or similar arrangement between the Parties, nor does this Agreement obligate the parties to enter into any further agreements or to proceed with any contemplated transaction.
a. Recipient agrees that money damages would be inadequate compensation for breach of this Agreement. Accordingly, Recipient hereby consents in advance to the entry by a court of competent jurisdiction of equitable relief (including an injunction that enjoins the breaching party from disclosing or using Confidential Information) to enforce the terms hereof.b. The substantive laws of the State of Minnesota will govern this Agreement, and both parties agree that the federal and state courts located in Minnesota are the exclusive appropriate venue for any action regarding this Agreement and hereby consent to the jurisdiction of such courts.
c.A waiver by a party of a default or breach of any provision of this Agreement will not be a waiver of any subsequent default or breach of the same or a different provision by such party.
d.If any provision of this Agreement is determined to be invalid or unenforceable, it will be deemed to be modified to the minimum extent necessary to be valid and enforceable. If a provision cannot be so modified, it will be deleted and the deletion will not affect the validity or enforceability of the remaining provisions which will be interpreted in such a manner as to carry out the intention of the parties.
e.This Agreement sets forth the entire agreement of the parties concerning the subject matter hereof and supersedes all prior agreements, understandings and negotiations between the parties. All amendments or exceptions to this Agreement must be in writing signed by both parties. This Agreement may be executed in counterparts.