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Mutual Non- Disclosure Agreement
Protecting our Intellectual Property
Mutual NDA
I am because we are
Non-Disclosure Agreement
This Mutual Confidential Nondisclosure Agreement (“Agreement”) is effective as of [Month_____ date___, Year____], between [_Name of Company__] and its affiliates (“XXXX”) and WeGo Platforms Holdings LLC. (“WEGO”).
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[XXX} and WEGO (individually referred to as the “Party,” or collectively as the “Parties”) wish to exchange certain confidential and proprietary information relating to potential research and business opportunities between them involving a Worldwide Landscape Restoration Movement and Business (“Confidential Information”). This Agreement will govern the conditions of mutual disclosure of “Confidential Information” by the Parties.
To protect certain Confidential Information, each of [XXX] and WEGO agrees that:
CONFIDENTIAL AND PROPRIETARY NATURE OF INFORMATION:
Each Party hereto (“Receiving Party) acknowledges the confidential and proprietary nature of the Confidential Information (as defined below) disclosed or provided by the other Party (“Providing Party”) and expressly agrees to each and every restriction and obligation in this Agreement.
CONFIDENTIAL INFORMATION:
For purposes of this Agreement, “Confidential Information” includes any and all information that is disclosed or made available to the Receiving Party in connection with a possible business transaction from the Disclosing Party. “Confidential Information” includes (without limitation) business models, cost and expense data, marketing plans, manufacturing processes, designs, specifications, techniques, systems, procedures, financial and technical information, trade secrets, know-how, ideas, drawings, programs, processes, and any information of whatever nature which derives any economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. “Confidential Information” may be disclosed in oral, visual, written, tangible or intangible form. "Confidential Information" does not include any information that a Receiving Party demonstrates (i) is or becomes public knowledge, available in public literature or otherwise generally available to the public at the time of such disclosure through no failure on the Receiving Party’s part to preserve its confidentiality; (ii) is disclosed to the Receiving Party by a third party who has the right to disclose it; or (iii) is independently developed by the Receiving Party without use of the Confidential Information. Confidential Information need not be marked as “Confidential.”
RESTRICTED USE OF CONFIDENTIAL INFORMATION:
Each Party agrees that the Confidential Information will be kept confidential and will not be disclosed by it or its respective “Representatives” (defined to include directors, officers, employees, agents, subcontractors, consultants, managers, advisors, or other representatives including legal counsel, accountants and financial advisors) to any “Person” (defined to include individuals, partnerships, companies, limited liability companies, entities, corporations, or agents thereof) except with the specific prior written consent of the Providing Party or except as expressly permitted by the terms of this Agreement. It is understood that the Receiving Party may only disclose Confidential Information to those Representatives who (i) require such information or access to such information for the purposes of this Agreement, and (ii) are informed of the confidential and proprietary nature of the Confidential Information and the Receiving Party’s obligations under this Agreement and agree to abide by the terms of this Agreement. Each Party agrees to take all commercially reasonable precautions to safeguard the confidential nature of the Confidential Information.
OWNERSHIP:
Each Party acknowledges to the other that each Party is and will continue to be the sole and exclusive owner or licensee of all Confidential Information provided to the other Party hereunder and nothing in this Agreement grants the Receiving Party, directly or by implication, estoppel or otherwise, any intellectual property rights of any kind or nature in the Confidential Information.
NOTIFICATION OBLIGATIONS:
Each Receiving Party will promptly notify the Providing Party of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement, and will cooperate in every reasonable way to assist the Providing Party in taking any remedial action that the Providing Party deems necessary to mitigate the harm caused by the unauthorized use or disclosure.
DURATION:
The obligations set forth in this Agreement begin on the earlier of the effective date of the Agreement or the date that Confidential Information is provided to the Receiving Party. The parties shall be bound by the obligations assumed hereunder until (i) they are replaced by the obligations contained in a further agreement between [XXX] and WEGO related to the subject matter of this Agreement, or (ii) until the earlier of (a) the date when Confidential Information they are hereunder bound to keep confidential enters the public domain without any fault of the Receiving Party or (b) the second anniversary of the signing date of this Agreement by the last party to sign.
RETURN OF CONFIDENTIAL INFORMATION:
Upon the Providing Party’s request, the Receiving Party will promptly deliver to the Providing Party all documents or other materials furnished by the Providing Party constituting Confidential Information, together with all copies thereof in the possession or under the control of the Receiving Party, and will destroy all documents, summaries and other materials generated by the Receiving Party that include or refer to any part of the Confidential Information, without retaining a copy of any such documents or materials. Any such destruction must be confirmed by the Receiving Party in writing to the Providing Party indicating that the Receiving Party has complied in full with the foregoing obligations.
LEGAL PROCEEDINGS:
If Receiving Party or any of its Representatives are requested, become legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar process), or is required by a regulatory body to make any disclosure that is prohibited or otherwise constrained by this Agreement, the Receiving Party will provide the Providing Party with immediate notice of such request so that it may seek an appropriate protective order or other appropriate remedy.
REMEDIES:
Each party agrees to indemnify and hold the other party harmless from any damages, loss, cost, or liability (including legal fees and the cost of enforcing this indemnity) arising out of or resulting from any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement. Because an award of money damages may be inadequate for a breach of this Agreement by the Receiving Party or its Representatives and because any such breach would cause the other party irreparable harm, the Receiving Party further agrees that, in the event of any breach or threatened breach of this Agreement, the Providing Party will be entitled, without the requirement of posting a bond or other security, to equitable relief from any court or arbitrator, including injunctive relief and specific performance. Such remedies will be deemed to be non-exclusive and in addition to all other remedies available at law or equity. All rights and remedies are cumulative and may be exercised singularly or concurrently.
MISCELLANEOUS PROVISIONS:
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Binding Effect, Change and Assignment. This Agreement shall be binding on and inure to the benefit of each of the Parties and its affiliates, successors and assigns. All additions, modification and assignments to this Agreement must be in writing and must be signed by both Parties. However, ________may assign its rights under this Agreement without such consent (a) to any entity which directly or indirectly controls, is controlled by or is under common control with ______ (each such entity, an "Affiliate"), (b) to any entity that acquires all or substantially all of the business or assets of _______ to which this Agreement pertains, whether by merger, reorganization, acquisition, sale or otherwise, or (c) to any entity in connection with a merger, recapitalization, reorganization, redomiciling or other similar transaction involving _______. _________ will inform within thirty (30) days after the execution of such an assignment.
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Disclosure. Notwithstanding anything to the contrary herein, _______ may disclose the existence and terms of this Agreement to any of ________ Representatives and to any potential investors, lenders, joint venture partners, merger partners or underwriters and their respective counsel and other advisors in connection with any potential transaction involving any financing, sale of any interest in _______, merger, consolidation, joint venture or any other similar transaction.
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Waiver. The rights and remedies of the parties are cumulative and not alternative. Neither failure nor delay by any Party in exercising any right under this Agreement will operate as a waiver of such right. No single or partial exercise of any such right will preclude any further exercise of such right or exercise of any other right.
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Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement will not be in any way impaired and will remain in full force and effect.
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Costs and Attorney Fees. In the event of litigation or arbitration arising out of, or in any way related to any provision set forth in this Agreement, the prevailing Party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing Party’s reasonable attorney’s fees and other fees, costs, and expenses of every kind incurred in connection with the arbitration, litigation, in bankruptcy, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator or court.
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Arbitration. Any dispute arising out of or in connection with this Agreement, including but not limited to, any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association which rules are deemed to be incorporated with reference to this section. Any Party may, without inconsistency with this Agreement, seek from a court any interim or provisional relief that may be necessary to protect the rights or property of that party pending the selection of the arbitrator (or pending the arbitrator’s determination of the merits of the controversy or claim).
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Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware.
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Entire Agreement. This Agreement constitutes the entire agreement and understanding among the Parties and supersedes all prior or contemporaneous agreements and understandings, oral or written, related to the disclosure of the Confidential Information.
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Counterpart; Facsimile. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same agreement. Each Party agrees that the delivery of this Agreement by facsimile transmission will be deemed to be an original of the Agreement so transmitted and at the request of any Party, the other Party will confirm facsimile transmitted signatures by signing an original document.
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No Agency. The execution, delivery or performance of this Agreement will not be construed to constitute either Party as an agent or representative of the other Party for any purpose, or to establish a joint venture or partnership between the Parties. Neither Party has the authority to bind the other Party by or to any contract, representation, understanding, act or deed, represent to any other individual or entity that either Party is an agent of the other Party, or represent to any individual or entity that either Party is responsible for the acts or omissions of the other Party.
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Notice. Any notice or other communication under this Agreement will be in writing and delivered personally or sent by overnight mail or by facsimile transmission to the address of the Party as set forth on the signature page of this Agreement or to such other address as one Party may give to the other pursuant to this section.
[RECIPIENT ADDRESS &
CONTACT INFO HERE]
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WeGo Platforms Holdings LLC.
Terracota 2 Casa 22, Las Colinas
Managua CP 14227.
Attn: Arnold Ponçon - President
Email: arnoldponcon@gmail.com
Tel: +505 888 61142
By signing this Agreement, the Parties have executed this Agreement as authorized representatives of the parties as of the date first above written.
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
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WEGO PLATFORMS HOLDING, LLC
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By: ____________________________
Authorized Signature
_______________________________
Name (Print or Type)
_______________________________
Title
_______________________________
Date
[_______________________________]
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[ NAME OF SIGNING ENTITY}
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By: ____________________________
Authorized Signature
_______________________________
Name (Print or Type)
_______________________________
Title
_______________________________
Date
[_______________________________]
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