This Mutual Confidentiality and Non-Circumvention Agreement (“Agreement”) is made and entered by and between SeniorLife Technologies Inc., a US company registered in the state of Delaware (“SeniorLife”) with a registered office at 1400 112th Ave NE, Suite 100, Bellevue, WA 98004, USA
the undersigned entity or individual (“Undersigned”) as of the date of signature of this Agreement (“Effective Date”).
Each SeniorLife and the Undersigned is considered to be a Party, and collectively referred to as Parties. In consideration of each Party providing access to its confidential and proprietary information to the other Party, subject to the terms and conditions of this Agreement, the Parties agree as follows:
The Parties wish to engage in one or several of the followings:
The Purpose will not include any obligation on part of customers who purchase licenses to use SeniorLife software.
“Proprietary Information” means all confidential or proprietary information disclosed by Discloser to Recipient, either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, technical, business, financial and marketing plans, analyses, compilations, studies and forecasts, technology and product roadmaps, present and future product integration plans, data, trade secrets, know-how, processes, techniques, inventions, formulas, chemistry, documentation, information on strategic partnerships and alliances and customer and supplier relationships, pricing and cost data and other technical and business information), which is conspicuously marked as “Confidential,” “Proprietary” or in a similar manner or, if such information is communicated orally or visually, is identified as confidential at the time of disclosure and is confirmed in writing as being Proprietary Information within thirty (30) days after the initial disclosure; provided, however, that information that is of a nature such that a reasonably prudent business person would understand it to be confidential or proprietary shall be deemed to be Proprietary Information in the absence of such written confirmation.
Recipient shall hold all Proprietary Information in strict confidence and take precautions to safeguard the confidentiality of such Proprietary Information (which precautions shall be no less than those employed by Recipient to preserve the secrecy of its own confidential materials, but in no event exercising less than a reasonable degree of care).
Recipient shall not make any use whatsoever at any time of any Proprietary Information, except (a) to the extent necessary to fulfill the Purpose, or (b) to the extent the Parties enter into a business relationship, as provided in the definitive agreement executed in connection with such relationship.
Recipient shall not copy, adapt, publish or distribute any Proprietary Information
Recipient shall not disclose or divulge any Proprietary Information or any information derived therefrom to any third Party, except to those of Recipient’s employees, officers and directors who have a legitimate “need to know” in furtherance of the Purpose and are bound in writing to confidentiality obligations and restrictions on use and disclosure applicable to the Proprietary Information that are at least as stringent as those set forth herein.
Recipient shall not generate, or create, through reverse engineering or otherwise any Proprietary Information or prepare any chemical compounds or compositions that are derivatives, improvements or modifications of products disclosed in any Proprietary Information. Recipient agrees, and will direct its Representatives, not to disclose to any person, without Discloser’s prior written consent: (A) the fact that Proprietary Information has been or is being made available to Recipient; or (B) any information relating to the Purpose. Recipient shall promptly notify Discloser upon discovery of any unauthorized use or disclosure of Proprietary Information, or any other breach of this Agreement, and will cooperate with Discloser in every reasonable way to help regain possession of such Proprietary Information and prevent its future unauthorized use. “Representatives” means a Party’s affiliates, agents, officers, directors, consultants and employees.
Recipient’s obligations under Section 3 shall not apply with respect to any information that Recipient can establish:
(i) was publicly known and made generally available in the public domain prior to the time of disclosure by Discloser;
(ii) becomes publicly known and made generally available after disclosure by Discloser to Recipient through no action or inaction of Recipient or any of its Representatives;
(iii) is already in Recipient’s possession without restriction on use or disclosure at the time of disclosure by Discloser as shown by Recipient’s files and records created prior to the time of disclosure;
(iv) becomes available to Recipient without restriction on use or disclosure from a third Party without a breach of such third Party’s obligations of confidentiality to Discloser; or
(v) is independently developed by Recipient without use of or reference to any Proprietary Information, as shown by Recipient’s files and records created prior to the time of disclosure. However, each Party acknowledges that in relation to any disclosure of Confidential Information pursuant to this Agreement, the Recipient may have been developing internally before such disclosure or may develop internally after such disclosure; and/or may have received from third Parties before such disclosure or may receive from third Parties after such disclosure, information that is similar to the Confidential Information so disclosed.
Recipient shall, to the extent not prohibited by applicable law, promptly notify Discloser of any legal requirement to disclose any Proprietary Information, whether by law, court order or other legal process, and shall provide Discloser with such cooperation and assistance as reasonably requested by Discloser to obtain confidential treatment, a protective order or other appropriate remedy to limit the disclosure of such Proprietary Information. Recipient may disclose such portions of Proprietary Information that are legally required to be disclosed; provided that Recipient shall exercise reasonable efforts to obtain assurance that such Proprietary Information will be accorded confidential treatment.
Immediately upon (i) the decision by either Party not to enter into the contemplated relationship or transaction, or (ii) a request by Discloser at any time, Recipient will turn over to Discloser all manifestations of Proprietary Information, and all documents and media containing such Proprietary Information, and all copies, summaries and extracts thereof in Recipient’s possession or control.
Nothing herein shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning a business relationship.
The Proprietary Information is provided “AS IS” and Recipient acknowledges and agrees that neither Discloser nor any of its Representatives have made any representations or warranties whatsoever, express or implied, as to the accuracy or completeness of the Proprietary Information made available by such Party.
As between the Parties, ownership of all right, title and interest in and to the Proprietary Information shall remain exclusively with Discloser. Nothing in this Agreement grants either Party any license or rights under any patent, copyright or other intellectual property rights of the other Party, nor any rights in or to the other Party’s Proprietary Information, except for the right to use such Proprietary Information as expressly permitted herein.
This term of this Agreement shall commence on the Effective Date and continue in effect for a period of one (1) year, but may be terminated by either Party at any time upon thirty (30) days prior written notice to the other Party. Upon expiration or termination of this Agreement, Recipient shall immediately cease all use of Discloser’s Proprietary Information. Recipient’s obligations under this Agreement shall survive expiration or termination of this Agreement and shall continue in full force and effect for a period of one (1) year from the date of disclosure of the Proprietary Information.
Recipient acknowledges that any unauthorized disclosure or use of Proprietary Information will constitute a material breach of this Agreement and cause substantial harm to Discloser for which damages would not be a fully adequate remedy. In the event of any such breach, in addition to other available remedies, Discloser shall have the right to obtain equitable relief, including an injunction and specific performance (without being required to post a bond or other form of security).
We will not be responsible or liable for any damage or harm resulting from your interactions with such websites or services, or the content, products or services available on or through such websites or services.
Neither Party may assign or delegate any of its rights or obligations under this Agreement without the other Party’s prior written consent and any purported assignment or delegation without such consent shall be null and void. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by the laws of Hong Kong without regard to conflicts of laws principles. This Agreement supersedes all prior and contemporaneous discussions and writings and constitutes the entire agreement between the Parties with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same instrument. Delivery of a copy of this Agreement bearing an original signature by electronic mail or other form of electronic transmission shall be sufficient for purposes of evidencing execution of this Agreement.
This Agreement will be governed by the laws of the State of Delaware (USA) and to the extent required the laws of Undersigned’s domicile jurisdiction. In case of a conflict, Parties must attempt to resolve it first at an arbitration court.
If you have questions about the SeniorLife Mutual NDA, please contact our privacy team at firstname.lastname@example.org
Or you may write to:
Attention: Mutual NDA
SeniorLife Technologies Inc.
1400 112th Ave SE #100
Bellevue, WA 98004
In witness hereof, the Parties hereto have caused this Agreement to be executed and made effective as of the Effective Date.