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This Mutual Non-Disclosure and Non-Compete Agreement (the “Agreement”) is made by and between
TEXT2JOIN, a legal entity and organization owned and controlled by National Messaging Solutions, Inc and Dan
Youra Studios, (“T2J”) and ______________________________________, a __ corporation having is principal place
of business at ___________________________ (each a “party” and collectively “the parties”). Each party enters this
Agreement on behalf of itself, its subsidiaries and its affiliates.
The parties are evaluating the possibility of entering into a proposed contractual relationship. In connection with
their discussions and such potential relationship, the parties have disclosed or may disclose to each other Propri
etary Information (as defined below) in reliance on the terms of this Agreement, and hereby agree as follows:
1. Proprietary Information
a. Definition. “Proprietary Information,” for the purposes of this Agreement, means all information and know-
how, whether or not in tangible form and whether disclosed previously, presently or subsequently, that is disclosed
by one party (the “disclosing party”) to the other (the “receiving party”) and is related to the business, techni
cal, or financial affairs of the disclosing party or its parent, subsidiaries, affiliates, investors, customers, potential
customers, suppliers or potential suppliers. Proprietary Information may include, without limitation, any inven-
tion (whether patentable or not), product, formula, method, technique, project, development, vendor information,
customer information, apparatus, equipment, trade secret, process, research, report, financial data, technical data,
software code, software documentation, hardware design, technology, marketing or business plan, forecast, finan-
cial statement, budget, license, price, cost or personnel data. Failure to mark or designate any Proprietary Informa-
tion as confidential or proprietary shall not affect its status as Proprietary Information under this Agreement.
b. Exclusions. Notwithstanding the foregoing, Proprietary Information shall not include information that (i) is
or becomes public knowledge (through legal means without fault by the receiving party or its affiliates, agents,
or employees), (ii) is known to the receiving party prior to the disclosure of the same pursuant to this Agreement,
provided the receiving party complies with any restrictions imposed thereon by any third party, (iii) was rightfully
disclosed to it by a third party, provided the receiving party complies with any restrictions imposed thereon by
such third party, or (iv) was independently developed without use of any Proprietary Information of the disclosing
party. In addition, the receiving party shall be entitled to release the disclosing party’s Proprietary Information if
required by an order of a court or government agency; provided, however, that the receiving party shall limit such
release of Proprietary Information to the greatest extent reasonably possible under the circumstances and shall pro-
vide the disclosing party with advance notice (to the greatest extent reasonably possible under the circumstances)
to permit the disclosing party to seek an order protecting its Proprietary Information from such disclosure.
2. Obligations.
a. The receiving party will: (i) hold the receiving party’s Proprietary Information in confidence and take reasonable
precautions to prevent its disclosure (including without limitation all precautions it uses for its own confidential
information of like kind); (ii) restrict disclosure of the disclosing party’s Proprietary Information to those of the re
ceiving party’s employees, parent company, subsidiaries, officers, directors, legal and financial advisors and agents
who have a need to know the same and who have previously agreed to terms for the protection of confidential
information substantially as restrictive as the provisions hereof; (iii) not disclose any of the disclosing party’s Pro-
prietary Information or part thereof to third parties (except as expressly authorized above); (iv) not copy, recreate,
reverse engineer (if applicable) or modify any Proprietary Information in whole or in part unless expressly agreed
to in writing by the disclosing party, and (v) not use Proprietary Information other than for the purposes for which
it was disclosed.
b. Upon the request of the disclosing party, the receiving party shall destroy all materials in its possession or control
that contain the disclosing party’s Proprietary Information or (at the election of the disclosing party) return the
same to the disclosing party, and in either case shall certify its compliance with the terms of this provision. The
receiving party’s obligations under this Agreement will survive any compliance with a request made under this
Section 2(b).
Mutual Non Compete Agreement
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