NON-DISCLOSURE AGREEMENT

"PARTIES" The Parties to this Agreement are Inspirave, LLC, a Pennsylvania limited liability company (hereinafter "OWNER"), and USER (hereinafter "RECIPIENT").
Collectively "OWNER" and "RECIPIENT" are referred to as "PARTIES". RECITALS OWNER desires to disclose certain Information to RECIPIENT but OWNER desires to maintain the trade secret, proprietary, confidential or private nature of such Information.
DEFINITIONS As used herein, the following words have the indicated meanings, unless the context otherwise requires:
"Disclose" (including "disclosure", "disclosed" and all such forms thereof) means to communicate, make known, or otherwise make available Information, without respect to intent to disclose, obtained by RECIPIENT from or through OWNER. "Information" means any information, oral, written, electronic or otherwise (including tangible items), that is communicated or exchanged between the Parties of this agreement in connection with any meeting(s) and/or communication(s) between the Parties, specifically including but not limited to any information described or contained in U.S. Provisional Patent Application Serial Nos. 61/908,156 and 61/908,157, and/or in documents and other media, which in connection with the Matter, is heretofore or hereafter obtained by RECIPIENT from or through OWNER. Information includes but is not limited to ideas, inventions, discoveries, trade secrets, lists of customers, suppliers, employees, business plans and data related thereto. "Matter" means contract(s), project(s) and/or other meeting(s) and/or communication(s) between the Parties that involve disclosure of Information by OWNER to RECIPIENT. AGREEMENT

1. Non-Disclosure. For good and valuable consideration, which may include but is not necessarily limited to the opportunity to review and evaluate any Information disclosed hereunder, RECIPIENT agrees as follows:

1.1 For a period of two (2) years from the date of each disclosure of Information by OWNER to RECIPIENT, not to disclose any such Information, in any manner whatsoever, without the prior written authorization or consent of OWNER, to any third party (natural person(s) and/or entity, entities, business entities and/or groups), excepting solely any individual who is a corporate or similar officer and/or employee of OWNER or RECIPIENT or is a contractor thereof, provided that the individual who is a corporate or similar officer and/or employee of OWNER or RECIPIENT, or contractor thereof, is bound to confidentiality by a non-disclosure agreement approved in writing by OWNER. Any such authorized or consented to disclosure of Information shall be marked as confidential and otherwise handled as such; and

1.2 To protect the Information of OWNER with at least the same degree of diligence and care RECIPIENT exercises in protecting its own confidential information from disclosure.

1.3 To promptly return or destroy any and all Information as instructed by OWNER.

2. Compelled Disclosure. To the extent RECIPIENT is noticed of a required or purportedly required disclosure any Information under court or governmental order, or legal process pursuant thereto, RECIPIENT shall give prompt notice of potential disclosure to OWNER and at OWNER'S discretion and expense shall use reasonable efforts, including but not limited to reasonable attempts to quash legal process, to avoid and/or minimize any disclosure.

3. Temporary Restraining Order, Injunctions and Other Remedies. The Parties hereby agree that in the event of any breach of this Agreement by RECIPIENT, as found by a court of competent jurisdiction or like government agency or body, OWNER shall be entitled to a permanent injunction commensurate with the scope of this Agreement against RECIPIENT in addition to any legal damages. Additionally, in the event of any actual breach, and/or any threatened or attempted breach, by RECIPIENT, OWNER shall be entitled to a temporary restraining order and/or a preliminary injunction against RECIPIENT that is commensurate with the scope of this Agreement and such temporary restraining order and/or preliminary injunction shall begin immediately upon the filing of a lawsuit or other government sanctioned proceeding by OWNER against RECIPIENT in connection with the actual breach, and/or any threatened or attempted breach, where such lawsuit or other government sanctioned proceeding offers a temporary restraining order and/or a preliminary injunction as an available remedy. Nothing contained herein precludes OWNER from pursing any other remedies available hereunder or at law or in equity, including the recovery of damages and attorney's fees.

4. Severability. If any portion of this agreement is declared unenforceable for any reason it shall not affect any other portion of this agreement.

5. No Proprietary Right. Nothing herein shall confer upon RECIPIENT any right, title, interest or license, whatsoever, in or to any Information, or any right(s) derived or derivable therefrom.

6. Construction. This Agreement shall be construed consistent with the Pennsylvania Uniform Trade Secrets Act, and is not intended to curtail or lessen OWNER's rights under any law. This Agreement shall not be construed against either of the Parties.

7. Legal Cost. If any legal proceeding is brought for the enforcement of this Agreement by OWNER, OWNER shall be additionally entitled to recover from RECIPIENT all attorneys' fees and costs incurred by OWNER in connection with the legal proceeding (inclusive of any appellate proceedings).

8. Miscellaneous.

8.1 The substantive law of the Commonwealth of Pennsylvania shall govern this Agreement, without regard to its choice of conflict of law provision.

8.2 The forum and venue for initiating any dispute to be resolved by the Parties in connection with this Agreement shall be either the Court of Common Pleas in Allegheny County, Commonwealth of Pennsylvania; or, the federal U.S. District Court for the Western District of Pennsylvania, both situated in Pittsburgh, Commonwealth of Pennsylvania.

8.3. This writing represents the entire Agreement and shall only be modified in a writing signed by the Parties.

Log In

Create Account