This CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into as of the ,by and between
Connected2Fiber a National Company with its headquater office located at 53 Summer Street, Milford, Massachusetts, 01757, and (the “Applicant“), each a “Party” and collectively the “Parties”.
Please insert the full, legal name of the entity on whose behalf you are executing this Non Disclosure Agreement. The Company name provided here will be automatically inserted for you in the New User Application and NPAC/SMS User Agreement. If you have question regarding this please contact Connected2Fiber at 505-202-1807.
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1. Definition of Confidential Information.
(a) “Confidential Information” means, subject to the exceptions set forth in Section 1(b) hereof, any information or data, regardless of whether it is in tangible form, pertaining to the business, products, services or technology of either party which is disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) that (a) the Disclosing Party has either marked as confidential or proprietary, or (b) the Disclosing Party identifies as confidential at the time of disclosure with written confirmation within 21 days of disclosure to the Receiving Party; provided, however, that reports and/or information related to or regarding the Disclosing Party’s business plans, business methodologies, business strategies, technology, specifications, and development plans will be deemed Confidential Information even if not so marked or identified. Connected2Fiber software (including all
than reasonable care; (ii) use the Confidential Information only for the Purpose described above and for no other purpose; and (iii) restrict disclosure of Confidential Information solely to its employees and/or advisors who have a “need to know” the information for the Purpose; provided, however, that each such employee and advisor is obligated to use and disclose the Confidential Information in accordance with the terms and conditions of this Agreement.
(b) Notwithstanding anything to the contrary herein, the Receiving Party is free to make (and this Agreement does not restrict) disclosure of any Confidential Information in a judicial, legislative or administrative investigation or proceeding or to a government or other regulatory agency, in each case to the extent required by law; provided, however, that, to the extent permitted by law, the Receiving Party provides to the Disclosing Party prior notice of the intended disclosure and permits the Disclosing Party to intervene therein and to protect its interests in the Confidential Information.
3. Certain Rights and Limitations.
(a) Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any of Disclosing Party’s Confidential Information. All such Confidential Information shall remain the property of the Disclosing Party and shall be returned by the Receiving Party to the Disclosing Party upon written request.
(b) This Agreement imposes no obligations on either party to exchange any Confidential Information or to purchase, transfer or otherwise dispose of any technology, services or products. Any furnishing of Confidential Information hereunder shall not obligate either party to enter into any further agreement or negotiation with the other or to refrain from entering into an agreement or negotiation with any other party. This Agreement shall not restrict reassignment of the Receiving Party’s employees.
(c) Confidential Information disclosed by the parties under this Agreement may be subject to export controls under the laws of the United States. Each party will comply with such laws and agrees not to knowingly export, re-export or transfer Confidential Information of the other party without first obtaining all required United States authorizations or licenses.
4. Termination; Survival.
(a) This Agreement shall remain in effect until the earlier of one (1) year from the Effective Date or until it is terminated by either party with thirty (30) days prior written notice. Notwithstanding the expiration or termination of this Agreement, the terms and conditions of this Agreement shall continue to apply to
object and source code), service information and related documentation are expressly deemed confidential.
(b) Confidential Information does not include any information which (i) is or becomes publicly available (other than through unauthorized disclosure by the Receiving Party), (ii) is shown by written record to have been in the possession of or known to the Receiving Party prior to its disclosure hereunder, or (iii) is shown by written record to have been independently developed by the Receiving Party without use of any Confidential Information of Disclosing Party.
2. Use and Disclosure of Confidential Information.
(a) Receiving Party shall: (i) use at least the same care and discretion to limit disclosure of the Disclosing Party’s Confidential Information as Receiving Party uses with its own Confidential Information, but in no event less
any Confidential Information disclosed prior to the effective date of termination.
(b) Upon the earlier of (i) the termination of this Agreement or (ii) Disclosing Party’s written request, Receiving Party agrees to promptly return to Disclosing Party or destroy all Confidential Information, and all copies, summaries and notes of the contents or parts thereof, that is in the possession of Receiving Party and to certify the return or destruction of such Confidential Information.
(a) Warranty. Disclosing Party warrants that it has the right to make the disclosures under this Agreement. NO OTHER WARRANTY IS MADE BY EITHER PARTY UNDER THIS AGREEMENT. ANY INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED “AS IS.”
(b) Nonsolicitation and Nonhire. During the term hereof and for a period of one year thereafter, each party agrees (i) not to, directly or indirectly, or in concert with others, encourage or seek to influence any officer or employee of the other party to quit or leave employment with the other party, and (ii) not to employ or otherwise engage (as employee, consultant, independent contractor or otherwise) any officer or employee of the other party.
Miscellaneous. This Agreement does not create any agency or partnership relationship between the parties hereto. This Agreement shall benefit and be binding upon the parties hereto and each of their respective heirs, successors, assigns, affiliates, subsidiaries and agents. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts governing such agreements, without regard to conflicts-of-law principles. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate federal or state court located in the Commonwealth of Massachusetts, and the parties agree not to raise, and waive, any objections or defenses based upon venue of forum non conveniens. This Agreement constitutes the entire Agreement between the parties and supersedes any prior or contemporaneous oral or written representation with regard to the subject matter hereof. This Agreement may not be amended, altered, modified, nor may any provision be waived, except by a writing signed by both parties. Any such waiver will be effective only in the specific instance and for the purpose given. If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, such will not affect any other provision of this Agreement, which will remain in full force and effect. A failure or delay in exercising any right in respect to this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right will not be presumed to preclude any subsequent or further exercise of that right or any other right.
I have read and accepted the “EXPLANATORY STATEMENTS” and the “TERMS AND CONDITIONS” found in the Agreement in the frame above. *