NDA

Non Disclosure Agreement

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CONFIDENTIALITY AGREEMENT


WHEREAS, each of the parties will be receiving, reviewing, and analyzing certain information which is confidential, proprietary, or otherwise not generally available to the public with respect to a potential business relationship between the Parties.

NOW, THEREFOR, for and in consideration of the mutual exchange of confidential information to each other and in further consideration of the premises and the agreements herein contained, the sufficiency of which is hereby acknowledged and confessed, the parties do hereby agree as follows:

1. Non-disclosure of Confidential Information. The Confidential Information will be kept strictly confidential by Receiving Party. The Confidential Information may be disclosed to Receiving Party’s subsidiaries, directors, officers, employees, consultants, subcontractors and agents and its subsidiaries’ directors, officers, employees, consultants, subcontractors and agents (collectively, “Representatives”), but only if such Representatives need to know the Confidential Information in connection with evaluating the Projects. It is understood that (i) such Representatives will be informed by the Receiving Party of the confidential nature of the Confidential Information, and (ii) in any event, Receiving Party will be responsible for any breach of this Agreement by any of its Representatives. Receiving Party shall not disclose the Confidential Information to any person other than as permitted hereby, and shall safeguard the Confidential Information from unauthorized disclosure. For purposes hereof, “person” will be interpreted broadly to include any corporation, company, partnership, individual or governmental authority.

2. Non-Circumvent. The Parties hereby legally, wholly, and irrevocably bind themselves and guarantee to each other that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each other’s interest, or the interest or relationship between the Parties, by any means for the purpose of changing, increasing or avoiding, directly or indirectly, the payment of established or to be established fees and/or commissions. The Parties further agree not to initiate any transactional relationship that by-passes one of the Parties in favor of any other individual or entity, in connection with the subject Transactions or any related future Transactions. The Parties also agree not to circumvent or attempt to circumvent this Agreement.

3. Agreement Not to Deal Without Consent. The Parties hereby legally, wholly, and irrevocably bind themselves and guarantee to one another that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each other’s interests without the written consent of the other Party.

4. Notice Preceding Compelled Disclosure. If Receiving Party or its Representatives are requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, Receiving Party shall promptly notify Disclosing Party of such request or requirement so that Disclosing Party may seek an appropriate protective order or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, Receiving Party or its Representatives are compelled to disclose the Confidential Information or else stand liable for contempt or suffer other censure or penalty, Receiving Party and its Representatives may disclose only such of the Confidential Information to the party compelling disclosure as is required by law and, in connection with such compelled disclosure, Receiving Party and its Representatives shall use their reasonable efforts to obtain from the party to whom disclosure is made written assurance that confidential treatment will be accorded to such portion of the Confidential Information as is disclosed.

5. Definition of “Confidential Information”. As used in this Agreement, “Confidential Information” means all information that is furnished to Receiving Party or its Representatives by Disclosing Party which concerns the Projects, Disclosing Party, its partners or co-venturers, affiliates, or subsidiaries, and which is either confidential, proprietary, or otherwise not generally available to the public. Any information furnished to Receiving Party or its Representatives by a director, officer, employee, stockholder, partner, co- venturer, consultant, agent, or representative of Disclosing Party will be deemed furnished by Disclosing Party for the purpose of this Agreement. Notwithstanding the foregoing, the following will not constitute Confidential Information for purposes of this Agreement: (i) information which is or becomes generally available to the public other than as a result of a disclosure by Receiving Party or its Representatives; (ii) information which was already known to Receiving Party on a non-confidential basis prior to being furnished to Receiving Party by Disclosing Party; and (iii) information which becomes available to Receiving Party on a non-confidential basis from a source other than Disclosing Party or a representative of Disclosing Party if such source was not subject to any prohibition against transmitting the information to Receiving Party and was not bound by a confidentiality agreement with Disclosing Party.

6. Return of Information. The Confidential Information will remain the property of Disclosing Party. The written Confidential Information, or any copies thereof, will be returned to Disclosing Party immediately upon its request, and no copies will be retained by Receiving Party or its Representatives, unless the parties agree otherwise. Any Confidential Information that may be found in drafts, notes, compilations, studies, synopses, or summaries thereof, or other documents prepared by or for Receiving Party or its Representatives, and oral and written Confidential Information not so requested to be returned, will be held by Receiving Party and kept subject to the terms of this Agreement, or destroyed.

7. No Waiver. No failure or delay in exercising any right, power, or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.
8. Remedies. Receiving Party acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Agreement by Receiving Party or its Representatives and Disclosing Party will be entitled to specific performance and injunctive relief as remedies for any such breach. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement by Receiving Party or any of its Representatives but will be in addition to all other remedies available at law or in equity to Disclosing Party.

9. Duration. This Agreement shall remain in force and effect for two (2) years from the date first above written.

10. No Obligation or Joint Venture. The parties hereto understand and agree that unless and until a definitive agreement has been executed and delivered, no contract or agreement providing for a project between the parties shall be deemed to exist between the parties, and neither party will be under any legal obligation of any kind whatsoever with respect to such project by virtue of this or any written or oral expression thereof, except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement or offer, unless specifically so designated in writing and executed by both parties. 

11. Miscellaneous. This Agreement inures to the benefit of the parties hereto and their successors and assigns and is binding on each other and each other’s successors and assigns. This Agreement constitutes the entire agreement with respect to the subject matter hereof. The headings of the Sections of this Agreement are inserted for convenience only and do not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement. Any legal action, suit, or proceeding with respect to this Agreement shall be brought exclusively in a federal or state court within Clark County, Nevada. Each party hereby consents to personal jurisdiction in any legal action, suit, or proceeding brought in any court, federal or state, within Clark County, Nevada having subject matter jurisdiction arising under this Agreement, and, with respect to such claim, each party irrevocably waives, to the fullest extent permitted by law, any claim or any objection that such party may now or hereafter have, that venue is not proper with respect to any such legal action, suit, or proceeding brought in such a court in Clark County, Nevada, including any claim that such legal action, suit, or proceeding brought in such court has been brought in an inconvenient forum and any claim that the party is not subject to personal jurisdiction or service of process in such Clark County forum. 

THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WITHIN SUCH STATE WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

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