MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT Agreement dated __________________, 20___, by and between Landslide Technologies Inc

. (“Discloser”) and _____________________________________________________________ (“Recipient”). WHEREAS, the parties desire to disclose certain Information (defined below) in connection with discussions concerning a future business relationship contemplated to be entered into between them (the “Purpose”); and, WHEREAS, Discloser may, during the course of discussions with Recipient reveal certain confidential, proprietary and/or trade secret information concerning products, technology and services, some of which may not have been announced and may not be generally available. NOW, THEREFORE, the parties agree as follows:

Information. As used herein, “Information” shall include all confidential and proprietary information, financial data, research, know-how and other trade secrets relating to Discloser and its business (including both its current business and any third party business targeted for acquisition, hereinafter referred to as a “Target”) furnished or made available by Discloser to Recipient, whether in oral, written or machine-readable form, including, without limitation, information concerning Discloser’s or any Target’s business plan, costs, profits, markets, sales, products, key personnel, pricing policies, operational methods or other business affairs and methods and plans for future developments for its business. Limited Use. Recipient agrees not to use or exploit the Information for any purpose other than the Purpose without the express written consent of the Discloser. Confidentiality Period. This agreement and Recipient’s duty to hold Information in confidence will extend in perpetuity or expire upon the execution by the parties hereto after the date first written above of a separate agreement governing the business relationship which contains confidentiality, non-disclosure, and noncompete provisions that supersede this Agreement. Non-disclosure of Information. Recipient: (a) agrees not to copy, disclose or transfer Information which is received from the Discloser and which is identified as Information, to any other party; (b) will only disclose Information to its employees and agents with a need to know to accomplish the Purpose of the Agreement, and who have been advised on the confidential status of the Information; and (c) agrees not to announce or disclose to any third party: (i) its participation in these discussions to the extent the Information concerns any unannounced products, technology, services, or business transactions, or (ii) the nature of these discussions without prior written approval from an authorized representative of Discloser. Excluded Information. Recipient’s obligations shall not apply to disclosed Information which Recipient can establish by legally sufficient evidence: (a) was rightfully in Recipient’s possession before receipt from discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party having no duty of confidentiality; (d) is disclosed, by Discloser to a third party without a duty of confidentiality on the third party; (e) is or was independently developed by employees or agents of the Recipient who do not receive access to the information; (f) is required to be disclosed under operation of law; or (g) is disclosed by Recipient with the prior written approval from an authorized representative of the Discloser. Standard of Care. Recipient shall use at least the same degree (but no less than a reasonable degree) of care and protection, whether by instruction, agreement or otherwise, to prevent the unauthorized use, dissemination, copying or publication of any Information as Recipient uses to protect its own information of a like nature.






including reasonable attorney’s fees. The foregoing shall be in addition and without prejudice to such other rights as Discloser may have at law or in equity. Inc. except as may be expressly set forth in a definitive written agreement between the parties with respect to a transaction. of Massachusetts applicable to agreements made and performed in Massachusetts. so long as identical counterparts are executed by all parties to this Agreement. Recipient acknowledges and agrees that Discloser shall suffer irreparable injury not compensable by money damages and therefore shall not have an adequate remedy at law in the event of a breach of the provisions of the Agreement. IN WITNESS WHEREOF. It is not necessary that each party to this Agreement execute the same counterpart. at any time. in the event that any provision of this Agreement (or any portion thereof) is determined by a court to be unenforceable as drafted by virtue of the scope. Recipient shall not retain any copies of the Information.7. All tangible Information. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and any and all prior or contemporaneous agreements not expressly contained in this Agreement are superseded hereby. memoranda and other documents prepared by Recipient or its agents that contain or reflect Information. duration. each of which for all purposes shall be deemed to be an original. Disposal of Information. Discloser and its agents shall have no liability to Recipient resulting from Recipient’s use of the Information. and all notes. By: _____________________________ Name: _____________________________ Title: Date: _____________________________ _____________________________ Name: _____________________________ Title: Date: _____________________________ ______________________________ . shall be promptly destroyed or returned to Discloser at the expiration of this Agreement or upon the request of the Discloser. power or privilege hereunder. This Agreement may be amended only by a written instrument executed by all of the parties to it. Thereafter. extent or character of any obligation contained herein. The provisions of this Agreement are severable and the unenforceability of any provision of this Agreement shall not affect the enforceability of any other provision hereof. __________________________________ By: _____________________________ Landslide Technologies. threatened or actual. This Agreement may be executed in any number of counterparts. No failure or delay by a party in exercising any right. studies. Miscellaneous. in accordance with the terms thereof. Recipient shall reimburse Discloser for all reasonable cost and expenses. This Agreement shall be governed by and construed in accordance with the laws of the State 11. nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right. Irreparable Harm. but all of such counterparts shall together constitute one and the same instrument. 10. Discloser shall be entitled to injunctive relief to prevent or curtail any such breach. Accordingly. the parties have caused this Agreement to be executed as of the date first above written. Governing Law. 9. Disclaimer of Warranty. the parties acknowledge that it is their intention that such provision (or portion thereof) shall be construed in a manner designed to effectuate the purposes of such provision to the maximum extent enforceable under applicable law. incurred by Discloser in the event that it successfully enforces the obligations of Recipient hereunder. power or privilege hereunder shall operate as a waiver thereof. Discloser makes no representation or warranty as to the accuracy or completeness of the Information. In addition. reports. 8.

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