Stage 2/4: Agreement
THIS RECIPROCAL NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT
RECIPROCAL NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT
(this “Agreement”) is made and entered into effective this 24th of May 2019 ,
by and between
of , refers to as Associate
and any and all of his associates and affiliated companies and ventures and PRO-EXECUTES.
(Pro-EXECUTES) and the companies and interests represented by PRO-EXECUTES.
the parties have requested information from each other in connection with the consideration of a possible transaction or relationship related to the buying and selling of commodities, various development projects, corporate and capital financing or investment strategies to execute the business objectives (the “Matter”) between the Parties, and
in the course of consideration of the Matter, the Parties may disclose to each other confidential, important and / or proprietary trade secret information concerning their activities.
the parties agree to enter into a mutual and reciprocal confidential, non-circumvention and non-competition relationship with respect to the disclosure to each other of certain information.
For purposes of this Agreement, “Confidential Information” shall include all information that PRO- EXECUTES discloses to the ASSOCIATE and the ASSOCIATE discloses to PRO- EXECUTES and that has or could have commercial value or other utility in the business or prospective business of the disclosing Parties or its subsidiaries or affiliates whether or not such information is identified as Confidential Information by the disclosing Party. By example and without limitation, Confidential Information includes but is not limited to any and all information of the following or similar nature, whether or not reduced to writing: copyright, service mark and trademark registrations and applications, patents and patent applications, licenses, agreements, unique and special methods, techniques, procedures, processes, routines, formulas, know-how, trade secrets, innovations, inventions, discoveries, improvements, research or development and test results, research papers, specifications, technical data and/or information, software, quality control and manufacturing procedures, formats, plans, sketches, drawings, models, customer lists, customer and supplier identities and financial information that includes but is not limited to: financing strategies, financial projections, documents and models, budgets, business plans and objectives, concepts, ideas, and any other information or procedures that are
treated as, expressed or implied, or designated secret or confidential by the disclosing Party.
2. Covenant of Confidentiality.
The Parties shall not disclose any Confidential information or any information derived therefrom to any third person (except its agents and consultants subject to the conditions stated below) and shall hold and maintain the Confidential Information in strictest confidence and take all reasonable precautions to protect such Confidential Information (including without limitation, all precautions that each Party employs with respect to its confidential materials), except information that each Party can demonstrate by clear and convincing evidence: (a) Was rightfully obtained by its possession prior to disclosure by
the other party; (b) Was rightfully obtained by the Party from a third party who lawfully developed the information independently of the other party or obtained such information under conditions which did not require that it by held in confidence; (c) Was independently developed by the other Party without use of or reference to the Confidential Information; or (d) Was, at the time of disclosure or thereafter becomes, through no act or failure to act on the part of the Party, generally available to the public. Any officer, employee, agent or consultant of either Party given access to any Confidential Information must have a bona fide need to know such information.
3. Covenant to Refrain From Use.
Parties shall use the Confidential Information solely for the purpose of evaluating the Matter and agree that they shall not use whatsoever at any time any Confidential Information to the detriment of the other Party or copy or reverse engineer any such Confidential Information. Nothing in this Agreement shall be construed as granting any rights to either Party by license or otherwise, to any Confidential Information.
4. Return of Confidential Information.
Each Party shall return to each other party at any time upon request of other Party for any reason all Confidential Information and all records, notes, documents, drawings, prototypes, specifications, programs, data, devices and all other materials containing or pertaining to the Confidential Information.
5. No Additional Agreements.
Neither the holding of discussions nor the exchange of material or information shall be construed as an obligation of either Party to enter into any other agreement with the other Party or prohibit either Party from providing the same or similar information to other parties and entering into agreements with third parties. Each Party reserves the right, in each ones sole discretion, to reject any and all proposals made by the other Party with regard to a transaction between the Parties and to terminate discussions and negotiations with the other party at any time. Additional agreements of the parties, if any, shall be in writing signed by both parties.
The Parties understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause either Party irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the Party who is aggrieved by a violation of this agreement shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as that Party shall deem appropriate. Such right is to be in addition to the remedies otherwise available at law or in equity. Both Parties expressly waive the defense that a remedy in damages will be adequate and any requirement for the posting of a bond by the plaintiff in an action for specific performance or injunction. The Parties hereby agrees to indemnify the other Party against any and all losses, damages, claims, expenses and solicitor’s fees and costs incurred or suffered by the Plaintiff as a result of any breach of this Agreement by plaintiff or in connection with the enforcement of plaintiff’s obligations hereunder.
The Parties obligations hereunder shall continue beyond the termination of any relationship between the parties and beyond the return of the Confidential Information documentation hereunder for a period of 5 (five) years from the date hereof except for financial information that will extend to 10 years.
8. Solicitor’s Fees.
If any action at law or in equity is brought to enforce or interpret the provisions of the Agreement, the prevailing party in such action shall be awarded its solicitors’ fees and costs incurred, which shall be payable whether or not such action is prosecuted to judgment.
This Agreement contains the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous proposals, agreements, representations and understandings, whether written or oral, between the parties regarding such subject matter. This Agreement is not, however, to limit any rights that either party may have under trade secret, copyright, patent or other laws. This Agreement may not be amended or modified except in writing signed by each of the parties hereto. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that the rights and obligations of each Party hereunder are not assignable. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall be construed as to its fair meaning and not strictly for or against either party. The headings hereof are descriptive only and not to be construed in interpreting the provisions hereof. This Agreement may be executed in any number of counterparts, each of which may be executed by less than all of the parties, each of which shall be enforceable against the party actually executing such counterpart, and all of which together shall constitute on instrument. The parties shall be entitled to rely upon and enforce a facsimile of any authorized signatures as if it were the original.
10. Financial Consideration.
Financial arrangements for all deals / projects / transactions between the parties herein, concerning their Fees and Commissions, will be agreed separately by a Memorandum of Understanding for each and every deal / project / transaction.
Electronic Signatures are legal and binding upon both parties herein.
IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first written above.
By: Shalom Adebiyi
Director of Operations