Signature for Non-Disclosure Agreement *
This Non-Disclosure Agreement (hereinafter “Agreement”) is entered into on the date the last party signs this Agreement (“Effective Date”) and is made by and between Vets2PM, LLC., a Florida corporation, with its principal office at 134 5th Ave., Ste. 206, Indialantic, FL 32903 (“Vets2PM”) and you, a potential author, in your shipping address above, (hereinafter “Author”). The intent of this Agreement is for Vets2PM to enter into discussions regarding a potential business transaction related to contributing to this applicable book. In order to facilitate discussions contemplated hereunder, each party may receive and/or disclose to the other certain confidential and/or trade secret information (collectively “Confidential Information”), as further defined below. Each party’s information is proprietary, secret, and confidential and will be disclosed on the following terms and conditions. 1. Definitions. For purposes of this Agreement, the following definitions shall apply: 1.1 The party receiving Confidential Information will be referred to as the “Receiving Party,” and the party disclosing its Confidential Information will be referred to as the “Disclosing Party.” 1.2 “Confidential Information” shall mean any and all information related to the Purpose set forth above and disclosed to the Receiving Party by the Disclosing Party or its Agents either orally or in writing: (a) of a technical or conceptual nature consisting of or relating to the databases, software, software documentation, computer-based test delivery system, credential management system, open badge platform, e-commerce platform, item writing system, systems, pricing, products, services, testing center facilities, test administration policies and procedures, security or component parts owned, developed or being developed by the Disclosing Party, including without limitation, the information ascertained from plans, drawings, schematics, sketches, models or descriptions of processes or from an inspection of facilities or from computer programs, databases, software, computer hardware components, or other components; (b) relating to business plans, marketing plans or business opportunities of the Disclosing Party; (c) relating to the Disclosing Party’s finances, business, or methods or proposed methods of doing business; or (d) other information that should reasonably have been understood by the Receiving Party, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be confidential to Disclosing Party. Confidential Information shall expressly include any and all information derived from a party’s proprietary information and the terms and conditions of this Agreement. Each party acknowledges that it acquires only the right to use the Confidential Information of the other party under the terms and conditions of this Agreement for as long as this Agreement is in effect and that neither party shall acquire any rights or ownership or title in the Confidential Information. Confidential Information does not include information which: (i) is or becomes a part of the public domain without breach of this Agreement or another agreement; (ii) was in the Receiving Party’s possession and the Receiving Party was able to disclose this information without a breach of any other confidentiality arrangement before receiving such information from the Disclosing Party; or (iii) is obtained by the Receiving Party in good faith from a third party having the right to disclose such information without an obligation of confidentiality: or (iv) can be verified that it was independently developed by the Receiving Party without the Confidential Information. 1.3 “Agent” means a person(s) retained and engaged by a party who is not a party’s employee(s). 1.4 All Confidential Information provided under this Agreement is provided “AS IS” without any warranty of any kind. 1.5 Affiliate shall mean an entity wholly owned by or that is under the common control of NCS Pearson, Inc. 2. Protection of Confidential Information. The Receiving Party shall protect the Disclosing Party’s Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the Receiving Party uses to protect its own Confidential Information of a like nature. Except as may be authorized by the Disclosing Party in writing, the Receiving Party will (a) not disclose Confidential Information to any person who is not a party to this Agreement; (b) limit dissemination of Confidential Information only to its employees or Agents having a "need to know"; and (c) have an appropriate written agreement with its employees and Agents that are no less restrictive than the requirements of this Agreement. In the event that the Receiving Party or its Agents are compelled to disclose any Confidential Information pursuant to a valid order of a court or other government body, the Receiving Party will promptly notify the Disclosing Party and provide reasonable cooperation and reasonable efforts to the Disclosing Party in connection with the Disclosing Party’s efforts to lawfully avoid or limit disclosure and preserve the confidentiality of the Confidential Information in such circumstances. 3. Disclosure to Agents. Confidential Information may only be disclosed to employees and Agents of the Receiving Party who need to know such information for the Purpose set forth above and in those instances only to the extent justifiable by that need. All employees and Agents to whom any such disclosure has been made shall be informed of the confidential nature of the Confidential Information and shall be directed to use, hold and protect such Confidential Information in accordance with the provisions of this Agreement, and shall have executed the written agreement set forth in Section 2 hereof. Failure on the part of an employee or an Agent of the Receiving Party to use, hold or protect such Confidential Information in accordance with the provisions of this Agreement shall constitute a breach of this Agreement by the Receiving Party. 4. Return and Destruction. The Disclosing Party may request at any time that the Receiving Party, who acknowledges and agrees, to promptly redeliver to the Disclosing Party, in less than ten (10) days after such request by the Disclosing Party or termination of this Agreement, all written materials containing or reflecting any and all Confidential Information (including all copies or reproductions) and agrees to destroy all documents, memoranda, notes and other writing whatsoever (including all copies, extracts or other reproduction) prepared by the Receiving Party or its Agents based on the information contained in the Confidential Information. In the event that it may be difficult for the Receiving Party to return or destroy all copies of electronic records containing the Confidential Information due to legal regulations or professional or industry standards that require the retention of such records, it is agreed by the parties that the terms of this Agreement shall continue to apply and shall survive termination of the Agreement for as long as the Receiving Party maintains or holds the records with the Confidential Information. If so requested by the Disclosing Party, the Receiving Party agrees to provide written confirmation to the Disclosing Party of its compliance with terms of this Section. 5. Negotiations. The parties each agree that they will use reasonable efforts not to, and will direct their employees and Agents who are involved in the Purpose set forth above not to disclose to any person, either the fact that discussions or negotiations are taking place, or any of the terms, conditions or other information with respect to the Purpose described herein, including the status thereof, until such time as the parties agree to the disclosure of the same. Each party acknowledges and agrees that the other party reserves the right, in its full and absolute discretion, to reject any or all proposals and to terminate discussions and negotiations with respect to the subject matter of the Purpose set forth in this Agreement at any time. 6. Remedies. The parties acknowledge and agree that the unauthorized disclosure of the Disclosing Party’s Confidential Information could cause harm and significant injury to the Disclosing Party that may be difficult to ascertain. Accordingly, the Receiving Party agrees that the Disclosing Party shall, in addition to any other remedies it may have, be entitled to seek and obtain temporary and/or permanent injunctive relief resulting from any material breach of this Agreement. 7. No License Granted. Neither party acquires any intellectual property rights under this Agreement except the limited right necessary to carry out discussions regarding the Purpose set forth in this Agreement. Notwithstanding any language to the contrary, the parties are not obligated to disclose any particular information to the other party. Neither the holding of discussions nor the exchange of materials or Confidential Information shall be construed by either party as an obligation or commitment to enter into any kind of an agreement or future obligations. 8. The period for disclosure of Confidential Information between the parties under this Agreement shall be six (6) months from the Effective Date of this Agreement unless mutually agreed to by the parties. The obligation imposed by this Agreement, including but not limited to non-disclosure and non-use, however, shall endure for ten (10) years after termination of this Agreement. Notwithstanding the foregoing (including, without limitation, any termination of this Agreement), to the extent Discloser has disclosed information to Recipient that constitutes a trade secret under law, Recipient agrees to protect such trade secrets(s) for so long as the information qualifies as a trade secret under applicable law. 9. Assignment. Neither Vets2PM nor Author (named above) may assign or transfer this Agreement without the prior, written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment without consent shall be void. 10. Entire Agreement. This Agreement is the entire agreement between the parties with respect to its subject matter and supersedes all earlier oral or written agreements. No addition or modification to this Agreement shall be effective unless made in writing and signed by both parties. The parties do not intend that any agency or partnership relationship be created between them by this Agreement. This Agreement shall be governed by and construed in accordance with the law of the State of Florida without giving effect to the principles of conflicts law thereof. If any provision of this Agreement is found to be invalid, illegal, or unenforceable in any respect, the court may modify such provision to make it valid, legal, and enforceable. All remaining provisions of this Agreement shall remain in full force and effect. Failure of a party to enforce its rights on one occasion will not result in a waiver of those rights on any other occasion. This Agreement is solely for the benefit of the parties hereto and no provision of this Agreement shall be deemed to create any rights in, be deemed to have been executed for the benefit of, nor confer upon any other person or entity not a party hereto any remedy, claim, liability, reimbursement, cause of action or other rights. IN WITNESS WHEREOF, the parties have executed this Agreement on the date the contributing author signs.