ADD-IN EXPRESS LTD. NON-DISCLOSURE AGREEMENT
The Discloser is prepared to disclose to the Recipient information that the Discloser regards as confidential and which the Recipient may use for the purpose of exploring potential options for business dealings or arrangements between the Discloser and the Recipient ("Permitted Purpose") on the terms and conditions of this Agreement. Nothing in this Agreement, however, commits either party to entering into such business dealings or arrangements.
1. The Recipient agrees with the Discloser that except as specifically contemplated hereby, (i) all Confidential Information that the Discloser or his agents or representatives furnish to the Recipient shall be kept strictly confidential and (ii) the Confidential Information shall not be used for any purpose other than a business relationship between the Discloser and the Recipient, which may include providing custom development services to the Discloser.
2. For the purposes of this Agreement, "Confidential Information" shall mean any and all knowledge and information relating to the business and affairs of the Discloser or his customers, products and processes, including, without limitation, any and all knowledge and information relating to Discloser's or his customers products, research, development, inventions, editorial strategies, purchasing, accounting, finances, costs, merchandising, marketing and sales strategies, business plans, customer requirements, pricing and pricing methods, data process, computer programs and software, know-how, show-how or technologies and processes, techniques, designs, works in progress, concepts or ideas or similar information whether oral, written or otherwise (and whether or not copyrightable or patentable) which is learned by the Recipient in the course of the proposed relationship undertaken between the Discloser and the Recipient, which are confidential in the sense that the non-disclosure thereof provides the Discloser with a competitive advantage, or which is otherwise deemed or disclosed by the Discloser to be confidential in nature.
3. Without the prior written consent of the Discloser, the Recipient shall not disclose to any person or entity any Confidential Information, unless such disclosure is required by law; provided that if, as a result of a requirement of law, the Recipient proposes to make any such disclosure, it shall advise and consult with the Discloser as early as practicable prior to such disclosure concerning the Confidential Information it proposes to disclose. If the Recipient is requested or required in any proceeding to disclose any Confidential Information, the Recipient shall provide the Discloser with prompt notice of each such request, in each case to the extent permitted by law, so that the Discloser may seek an appropriate protective order and shall cooperate with the Discloser in his efforts to do so.
4. The term "Confidential Information" does not include information which (i) becomes generally available to the public other than as a result of a disclosure by the Recipient, (ii) was available to the Recipient on a non-confidential basis prior to its disclosure to the Recipient by the Discloser or his agents or representatives, or (iii) becomes available to the Recipient on a non-confidential basis from a source other than the Discloser or his agents or representatives, provided that such source is not then known by the Recipient to be under an obligation to keep such information confidential.
5. The Discloser may demand the return of the whole or any part of that portion of the Confidential Information that the Discloser has supplied in writing to the Recipient by notice in writing to the Recipient given at any time. The Recipient shall within ten (10) business days from the giving of such notice (i) deliver or procure the delivery to the Discloser or to its order of each and every original document provided to the Recipient by the Discloser or any of his agents or representatives that contains Confidential Information, all copies and reproductions of such documents (in whatever form or medium) and all other documents (in whatever form or medium) which contain or otherwise incorporate any of the Confidential Information and (ii) destroy or cause to be destroyed all other materials reproducing, containing or embodying written Confidential Information provided by the Discloser or his agents or representatives to the Recipient.
6. No license or ownership rights with respect to any Confidential Information is granted or implied by reason of the disclosure or conveyance of the Confidential Information to the Recipient. When the business relationship between the Discloser and the Recipient is completed, the Recipient agrees that it will not exploit or otherwise use any of the Confidential Information for any purpose.
7. The Recipient agrees that unless and until a specific agreement between the Discloser and the Recipient has been executed and delivered neither the Discloser nor the Recipient will be under any legal obligation of any kind whatsoever with respect to any matter by virtue of this Agreement except for the matters specifically agreed to herein. The Recipient further agrees that the Discloser is under no obligation to provide any Confidential Information to the Recipient and may determine at any time, prior to entering into a specific agreement with respect to a business relationship, in his sole discretion, to terminate any discussions with the Recipient with respect to a business relationship.
8. This Agreement constitutes the only and entire agreement relating to the subject matter hereof and may only be amended or modified by an instrument in writing signed by duly authorized representatives of the Discloser and the Recipient.
9. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.