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Mutual Confidentiality and Nondisclosure Agreement

 

This NONDISCLOSURE AGREEMENT (this “Agreement”) is made by and between you (Confidant”), and CreateYourself.com (“Company”).

WHEREAS, the parties desire to discuss a proposed transaction between the parties and in connection therewith, desire to disclose to each other certain proprietary and confidential information;

WHEREAS, this mutual Confidentiality and Nondisclosure Agreement has been signed between the parties effective upon agreement by Confidant.

In consideration of the mutual promises and covenants contained in this Agreement and prospective disclosure of confidential and proprietary information, and intending to be legally bound, the parties hereto agree as follows:

 

  1. Confidential Information. In connection with discussions between Company and Confidant, either party may find it beneficial to disclose to the other, certain information that the disclosing party considers to be proprietary and/or confidential, (hereinafter referred to as “Confidential Information”). “Confidential Information” may include, but is not limited to all (i) trademarks, service marks, industrial designs, trade dress, inventions, logos, trade names, and corporate names and registrations and applications for registration thereof, (ii) copyrights and registrations and applications for registration thereof, (iii) computer software, programs, data, and documentation, (iv) trade secrets and confidential business information (including ideas, formulas, compositions, work products, (whether patentable or unpatentable and whether or not reduced to practice)), know-how, manufacturing and production / operations processes and techniques, testing, research and development information, drawings, specifications, designs, plans, proposals, reports technical data, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing activities and plans, business strategies, training materials, client prospects, product descriptions, any contract discussions with a third party, and customer and supplier lists and information, (v) other corresponding proprietary rights worldwide, (vi) copies and tangible embodiments thereof (in whatever form or medium) and (vii) any idea, discovery, concept, finding, research, data specification, process, process work flow, algorithm, drawing, sketch, product schematic, diagrams, report, study, photograph, sample and prototype, unreleased products or services.

 

  1. Protection of Confidential Information. Each party(s) acknowledges that the other party(s) claims its Confidential Information as a special, valuable and unique asset. For itself and on behalf of its officers, owners, directors, agents, employees, and affiliates, each party(s) agrees that it will keep in confidence all Confidential Information and that it will not directly or indirectly disclose to any third party or use for its own benefit, or use for any purpose other than a proposed transaction, any Confidential Information it receives from the other party(s).

 

  1. No Commitment. Confidential Information provided by one party to the other(s) does not, and is not intended to represent a commitment by either party(s) to enter into any business relationship with the receiving party(s) or with any other entity. If the parties desire to pursue business opportunities, the parties will execute a separate written agreement to govern such business relationship.

 

  1. Enforcement. Each party understands and agrees that in the event of any breach of this Agreement by the other party, including, without limitation, the actual or threatened disclosure of Confidential Information by the receiving party without the express prior written consent of the disclosing party, the disclosing party shall suffer an irreparable injury such that monetary damages will be inadequate to compensate the disclosing party for such breach. Accordingly, each party agrees that, in addition to all other rights and remedies at law and in equity which might be available to the disclosing party in the event of any actual or threatened breach of this Agreement, the disclosing party shall be entitled to injunctive relief in order to prevent or to restrain any such breach by the receiving party, or by any of the receiving party’s employees, agents, subcontractors, advisors, or other persons directly or indirectly acting for, on behalf of or with the receiving party.

 

  1. Effective Date and Termination. This Agreement shall be effective from the date the last signature is affixed to this Agreement and shall apply to discussions taking place during a period of two (2) years from the effective date, although Confidential Information disclosed during such discussions shall be protected from disclosure under the terms of this Agreement for a period of three (3) years from the date of disclosure.

 

  1. Severability. Should any provisions of this Agreement be found unenforceable, the remainder shall still be in effect.

 

  1. No Waiver. The failure of one party to require performance of the other party of any provision of this Agreement shall in no way affect the full right to require such performance at any time thereafter.

 

  1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Georgia.