TRINET

internet solutions, inc.
108 Discovery 1423 Powhatan St Bl1 Irvine, CA 92618 Alexandria, VA 22314 phone 949.442.8900 • fax 949-442-890 * 703-548-8900 web: www.trinetsolutions.com

Mutual Non-Disclosure Agreement (NDA)
This Agreement, effective _______________________, governs the disclosure of information between ____________________________________________, with principal offices located at ______________________________________, and Trinet Internet Solutions, Inc., a California Corporation, with offices located at 108 Discovery, Irvine, CA 92618, and Alexandria, VA. above.
1. As used herein, “Confidential Information” shall mean any and all technical and non-technical information for the purpose of evaluating a business relationship together disclosed under this Agreement by a party hereto (the “Disclosing Party”) to the other party hereto (the “Recipient”), including but not limited to information regarding (a) patent and patent applications, (b) trade secret, and (c) proprietary information—ideas, samples, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the Disclosing Party’s current, future, and proposed products and services, and including, without limitation, Disclosing Party’s information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the Disclosing Party provides regarding third parties. All information should reasonably be considered Confidential Information in light of the facts and circumstances surrounding disclosure, notwithstanding the exceptions noted in Section 4 below. The Recipient agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose Confidential Information to any third party, except as approved in writing by the Disclosing Party, and will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the Disclosing Party. The Recipient shall only permit access to Confidential Information to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. The Recipient shall immediately notify the Disclosing Party in the event of any loss or unauthorized disclosure of any Confidential Information. The Recipient’s obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when the Recipient can document that: (a) it was in the public domain at the time it was communicated to the Recipient; (b) it entered the public domain subsequent to the time it was communicated to the Recipient through no fault of the Recipient; (c) it was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient; (d) it was rightfully communicated to the Recipient free of any obligation of confidence subsequent to the time it was communicated to the Recipient; (e) it was developed by employees or agents of the Recipient who had no access to any information communicated to the Recipient; or (f) the communication was in response to a valid order by a court or other governmental body, and Recipient provided the Disclosing Party with prior written notice of such disclosure in order to permit Disclosing Party to seek confidential treatment of such information. Upon termination or expiration of the Agreement, or upon written request of the Disclosing Party, the Recipient shall promptly return to the Disclosing Party all documents, notes and other tangible materials representing the Confidential Information and all copies thereof. Recipient hereby expressly and unequivocally agrees not to reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of Disclosing Party’s software or confidential information, or create derivative works from Disclosing Party’s software or confidential information. Recipient shall not sell, convey, rent or lease the software or confidential information of Disclosing Party, and shall take reasonable measures to prevent any access to said confidential information and/or software for any purpose not specified herein. The Recipient recognizes and agrees that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. The Recipient shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by the Disclosing Party. This Agreement shall terminate five (5) years after the Effective Date. The Recipient’s obligations under this

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Any waiver by either party of any breach of any kind or character whatsoever by the other. whether such be direct or implied. This Agreement may be signed in any number of counterparts with the same effect as if the signatures upon any counterpart were upon the same instrument. Recipient will not solicit. 13. By: __________________________________________ Print Name: ___________________________________ Title: _________________________________________ Date: _________________________________________ 2/2 . such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and. and the parties hereby consent to the personal jurisdiction and venue of these courts. reverse engineer. as well as such further relief as may be granted by a court of competent jurisdiction. Company: ________________________________ By: ___________________________________________ Print Name: ___________________________________ Title: _________________________________________ Date: _________________________________________ Trinet Internet Solutions Inc. facsimile transmission or by certified or registered mail. recruit.8900 • fax 949-442-890 * 703-548-8900 web: www. The rights and remedies of the parties hereto shall be construed cumulatively. at trial.com 10. or 220% of contracted hours of contracted team member. Recipient understands from time to time. and promotion emails to any team member at Disclosing company about Recipients business. they may be meeting or working at Disclosing company’s office. 19. whether such sums are expended with or without suit. If this is done. the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees. or consent to. the parties hereto have caused this Agreement to be executed by their duly authorized representative as of the date first written above. This Agreement may not be amended except by a writing signed by both parties hereto. Recipient will pay 110% of the first year of compensation of hired full or part time employee. 16. By Recipient’s signature below. The Recipient will not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Disclosing Party. Agreement shall survive termination of the Agreement between the parties and shall be binding upon the Recipient’s heirs. decompile. any subsequent breach of this Agreement. on appeal or in any bankruptcy or insolvency proceeding. The Recipient hereby agrees that breach of this Agreement will cause the Disclosing Party irreparable damage for which recovery of damages would be inadequate. and shall be deemed given upon personal delivery. 17. part time. in such event. and that the Disclosing Party shall therefore be entitled to obtain timely injunctive relief under this Agreement. such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.TRINET internet solutions. return receipt requested. and none of such rights and remedies shall be exclusive of. 21. 108 Discovery 1423 Powhatan St Bl1 Irvine. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid. Recipient shall not recruit either for full time. California before a single arbitrator. or advertise any services while present. All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery. 11. electronic mail. VA 22314 phone 949.trinetsolutions. remedy or priority allowed by law. or contract employment any staff or contractors that Disclosing party currently has. successors and assigns. shall not be construed as a continuing waiver of. The Recipient acknowledges that Disclosing Party’s software programs contain valuable confidential information and agrees that it will not modify. or disassemble any software programs contained in the Confidential Information unless otherwise permitted in writing by the Disclosing Party. flyers. This Agreement shall be governed by and construed in accordance with the laws of California without reference to conflict of laws principles. All signed counterparts shall be deemed to be one original. inc. CA 92618 Alexandria. Judgment on any award rendered by the arbitrator may be entered and enforced in any state or Federal court located in Orange County. California. agrees that the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of Disclosing Party. In the event any action or proceeding is brought by either party concerning this Agreement. Notices shall be sent to the addresses set forth in this Agreement or such other address as either party may specify in writing. Recipient expressly confirms that Recipient has carefully read and considered the provisions of this Agreement and. brochures. 23. Any dispute arising out of this NDA shall be settled by binding arbitration before JAMS in Orange County. 24. or upon acknowledgment of receipt of electronic transmission. market. 22. 18.442. five (5) days after deposit in the mail. IN WITNESS WHEREOF. Recipient shall not give out literature including business cards. or in lieu or limitation of. create other works from. having done so. and all confidential disclosures still apply. 20. 12. The Recipient’s obligations with respect to all Confidential Information shall be terminated only pursuant to Section 4. 15. any other right. 14.

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