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Confidentiality and Non Disclosure Agreement-clean

Confidentiality and Non Disclosure Agreement-clean

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Published by afilalo
Non Disclosure Agreement to be used when evaluating project such as acquisition of company.
Non Disclosure Agreement to be used when evaluating project such as acquisition of company.

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Published by: afilalo on Dec 02, 2009
Copyright:Attribution Non-commercial


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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTThis Agreement is made and entered into on this _____th day of August, 2008, byand between ____________________________________ (together with any parents,subsidiaries and other affiliates or related persons and entities, the “Company”) whoseaddress is _______________________________________ and __________________________________________( together with any parents,subsidiaries and other affiliates or related persons and entities, the “Recipient”) with a place of business at ___________________________________________________.Whereas, the parties agree to discuss common interest with regard to wind energy projects; and,Whereas, in connection with such discussions, the Company shall deliver to theRecipient certain information and documents with regard to its projects. In order for these discussions to take place and/or for the parties to pursue in their discretion anysubsequent possible business relationship the Company will and the Recipient recognizesthe need for the Company to disclose Confidential Information to the Recipient. Now therefore, the Recipient hereby agrees to the following:1. The Recipient agrees that it will keep in confidence and not, at any time, in anyform or manner, directly or indirectly, voluntarily or involuntarily disclose, furnish or make accessible to any person or other entity or use for its own benefit in any manner whatsoever other than in connection with the discussion and evaluation by the parties of  potential wind energy projects , any Confidential Information (defined below).Confidential Information means any and all non-public information that the Recipientmay obtain or receive, or have access to or discover, related to the Company or its business. Confidential Information shall include, but not be limited to, any of thefollowing types of information outside of the public domain: marketing data, financialinformation (including but not limited to results of operation, margins and obligations),forecasts, plans, projects, geographical information, sources of supply, technologies, products, know-how, product specifications and designs, trade secrets, agreements withthird parties, personnel information, and any other information of a non-public nature.2. Each party agrees that all of its respective obligations undertaken herein shallsurvive and continue for three (3) years from the date hereof.3. Neither this Agreement nor the disclosure or receipt of Confidential Informationshall constitute or imply any promise to or intention to enter into a definitive agreement or any commitment by either party that any present or future business arrangement will beentered into between the parties. Each party shall be free to evaluate similar proposalsand/or transactions with other parties or to terminate the discussions contemplated by thisAgreement.4. The parties agree not to announce or disclose to any third person or party their  participation in discussions concerning the Confidential Information, the existence of this1
Agreement, or the nature of any such discussions without first securing the prior writtenapproval of the other or as otherwise required by law.5.
Recipient shall maintain appropriate control over the Confidential Information and shalllimit its distribution only to its representatives who have a "need to know" all or part of theConfidential Information in order to evaluate, negotiate, document and/or consummate a possible project or transaction. Recipient shall be responsible for any breach of the terms of the terms of thisagreement by its representatives.
6. The Recipient acknowledges that the Company has gone to great lengths to protect the secrecy of all Confidential Information and that said Confidential Informationis of critical importance to the Company. A violation of this Agreement would seriouslyand irreparably impair and damage the Company’s business. The Company shall beentitled to obtain equitable relief, including but not limited to an injunction or atemporary restraining order, without the necessity of proving irreparable damage or  posting a bond, to prevent an actual or threatened violation of this Agreement.7. The Company may in its sole discretion request in writing that the Recipientreturn all documents, copies or recordings of any material containing the ConfidentialInformation supplied to the Recipient. The Recipient agrees to comply with such writtenrequest promptly and in no event later than 7 days upon receipt of such written request.The non-compliance by the Recipient to such request will result in damages to theCompany, for which the Recipient will take full financial responsibility.8.
While this Agreement is in effect, neither the Recipient nor its affiliates shall directly or indirectly solicit the employment or engagement of or otherwise entice away from theemployment of the Company or hire or retain any individual who is employed by or rendersservices to the Company or has been employed by or rendered services to the Company at anytime during the preceding one-year period, or assist any individual or entity to solicit theemployment or engagement of or otherwise entice away from the employment of the Company or hire or retain any such individual.
9. All Confidential Information shall remain the exclusive property of theCompany and nothing in this Agreement or any course of conduct between the partiesshall be deemed to grant to the Recipient any rights in or to the Confidential Informationof the Company.10. This Agreement shall exclusively be construed and governed by the laws of the State of New York.
11. Any dispute arising out of this Agreement, if litigated, shall be resolved by the UnitedStates District Court for the Southern District of New York, or the New York State courts locatedwithin New York County, New York, and the parties submit to the jurisdiction of said Courts.12.For purposes of this Agreement, “affiliate” of any party to this Agreement shallmean any other entity or person, directly or through one or more intermediary entities or persons,controlling, controlled by or under common control with such party.
 Notwithstanding paragraph 16, t
he Company, at its option, may elect to seek compensation for any damages suffered hereunder by submitting the matter to binding2

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