Non-Disclosure Agreement
Mutual Non-Disclosure Agreement (NDA)
The purpose of this Agreement is to reduce in writing the intent of all Parties to mutually assure one another that information shared, seen, or
heard at the NSB MakerSpace, Find Green Ideas, by Kevin J. Para, and participants, are to be held in confidence in accordance to the
terms of this Agreement:
This Non-Disclosure Agreement (“Agreement”) is made and entered into as of __________________ (the “Effective Date”),
by and between___________________________(“First Party”) and ____________________________(“Second Party”).
Whereas the First party and the Second Party (the “Parties”) have an interest in participating in discussions wherein either Party
might share information with the other that the disclosing Party considers to be proprietary and confidential to itself (“Confidential Information”).
Confidential Information The term "Confidential Information" means any information or material which is proprietary to a Party, whether or not
owned or developed by the Party, which is not generally known other than by the Party, and which the other Party may obtain through any
direct or indirect contact with the disclosing Party, regardless of whether specifically identified as confidential or proprietary. The parties
agree that the Confidential Information of a Party might include, but not be limited to a Party’s:
1. business records and plans, methods, practices, sales leads, pricing structure, financial information, contracts, and/or trade secrets,
2. personnel, customer and client lists, partners, strategic alliances, and suppliers,
3. inventions, processes, methods, products, patent applications, product ideas, discussions, projects, and/or other proprietary rights
4. specifications, drawings, sketches, models, samples, tools, computer programs, technical information, source code and/or object code, materials,
and/or other related information
5. devices, trademarks, copyrights, domain names, logos, taglines, as well as any intellectual or physical property deemed confidential as prescribed
in this instrument,
6. manuals, books, publications, social media components, audio, video, music, jingles, copyright, trademark, and other intellectual property in
any format.
The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.
Protection of Confidential Information The Receiving Party (“Recipient”) understands and acknowledges that the Confidential Information has
been developed or obtained by the other Party by the investment of significant time, effort, and/or expense, and that the Confidential Information
is a valuable, special, and unique asset of the other Party, which provides the disclosing Party with a significant competitive advantage and
needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:
(a) No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity
without the prior written consent of the disclosing Party.
(b) No Copying/Modifying. Recipient shall not decompile, reverse engineer, or disassemble any portion of Discloser’s hardware or software products. Recipient
will not reproduce or copy by any means Confidential Information, except as reasonably required to accomplish Recipient’s permitted purpose. Upon
termination of this agreement, the Recipient’s right to use Confidential Information, as granted, shall immediately terminate.
(c) Unauthorized Use. The Recipient shall promptly advise the disclosing Party if the Recipient becomes aware of any possible unauthorized disclosure
or use of the Confidential Information.
(d) Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who
are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each
permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement
at the request of the disclosing Party.
General Provisions This Agreement sets forth the entire understanding of the parties regarding confidentiality and supersedes all prior oral or
written agreements, commitments and understandings pertaining to the subject matter herein. Any amendments must be in writing and signed by both
parties. This Agreement shall be construed under the laws of the State of Florida. This Agreement shall not be assignable by either party. Neither party
may delegate its duties under this Agreement without the prior written consent of the other Party. The confidentiality provisions of this Agreement shall
always remain in full force and effect in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or
unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed to best effectuate the original intent
and purpose of this Agreement.
The terms of this Agreement shall not be construed to limit either Party’s right to develop independently or acquire products without the use of the other
Party’s Confidential Information. The disclosing party acknowledges that the Recipient may currently, or in the future, be developing information
internally, or receiving information from other parties, that is Confidential Information. Nothing in this Agreement will prohibit the Recipient from
developing or having developed its own products, concepts, systems or techniques that are similar to or compete with the products, concepts,
systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations
under this Agreement in connection with such development.
Limited License To Use The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set
forth above. Other than as expressly specified herein, the disclosing Party grants no license to Recipient under any copyrights, patents, trademarks,
trade secrets or other proprietary right to use or reproduce Confidential Information.
The Recipient acknowledges that, between the Disclosing Party and the Recipient, the Confidential Information and all related copyrights and other
intellectual property rights, are and always will be, the property of the disclosing Party, even if suggestions, comments, observations, involvement
and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.
Representation of Warranties Recipient acknowledges that Confidential Information may still be under development, or may be incomplete, and
that such information may relate to products that are under development or are planned for development. The disclosing Party makes no
representations or warranties, express or implied, regarding the accuracy or completeness of the Confidential Information. The disclosing Party
accepts no responsibility for any expenses, losses or action incurred or undertaken by Recipient as a result of Recipient’s receipt or use of any
Confidential Information. The disclosing Party makes no representations or warranties that it will introduce any product relating to Confidential Information.
Legal actions initiated by one Party against the other Party shall be governed by and construed in accordance with the laws of the State of Florida, without
giving effect to its conflict of laws, principles, or rules.
Term The obligations of this Agreement shall survive from the Effective Date unless otherwise terminated by both Parties giving notarized affidavits notice to
each other of its desire to terminate the agreement. After that, the obligation to protect the Confidential Information that was received during the term of this
Agreement shall survive termination of this Agreement.
By signing this document, you assert your full understanding and legal acceptance of the terms established in this Agreement.
First Party:__________________________________________________________________
Date:_________________
Second Party:________________________________________________________________
Date:_________________