Nondisclosure Agreement
Nondisclosure Agreement
NON-DISCLOSURE AGREEMENT
This Non-disclosure Agreement (this "Agreement") is made and entered into as of this day of
_________ (the "Effective Date"), between the receiving party, Global Justice Group, LLC (the
“Recipient" or “Company”), of 567 Stinchcomb Dr.Suite 5, , Columbus, Ohio 43202, and the
client _________ (the “Client” or “Owner”) as, of _________, _________, _________
_________.
Generally, high profile or sensitive cases request the Global Justice Group, LLC to sign a
nondisclosure agreement prior to making any statements or starting any discussion. We attach a
pre-approved and signed agreement attached with all email communications in the event the
client wishes to sign the agreement. At this point, the client has the sole ability to allow us to, or
prevent us from, releasing any information about their case. This agreement is similar to that of
an attorney-client or doctor-patient privilege. If you sign and return it to us, we must abide by it
from that point forward.
The Recipient has requested and the Client agrees that the Client will protect the confidential
material and information that is to be disclosed between the Recipient and the Client. Therefore,
the parties agree as follows: I. CONFIDENTIAL INFORMATION. The term "Confidential
Information" means any information (including any and all combinations of individual items of
information) disclosed by the Disclosing Party, be it a Person or a Company, to the Recipient,
including any information disclosed prior to the Effective Date, either directly or indirectly in
writing, orally or by inspection of tangible objects (including, without limitation, research,
product plans, products, services, equipment, customers, markets, software, inventions,
discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product
configuration information, marketing and finance documents, prototypes, samples, data sets, and
equipment), whether or not designated as “confidential” at the time of disclosure.
Confidential Information may also include information of a third party that is in the Disclosing
Party´s possession and is disclosed to the Recipient under this Agreement. Confidential
Information shall not, however, include the following: Any information which the Recipient can
establish (i) was publicly known and made generally available in the public domain prior to the
time of disclosure to the Recipient by the Disclosing Party, be it a Person or a Company; (ii)
becomes publicly known and made generally available after disclosure to Recipient by
Disclosing Party through no action or inaction of the Recipient; (iii) The possession of the
Recipient, without confidentiality restrictions, at the time of disclosure by the Disclosing Party as
shown by the Recipient's then-contemporaneous files and records kept in the ordinary course of
business; or (iv) readily ascertainable or independently developed. If the Recipient becomes
legally compelled to disclose any Confidential Information, other than pursuant to a
confidentiality agreement, the Recipient will provide the Disclosing Party prompt written notice
of such disclosure and will assist said Disclosing Party in seeking a protective order or another
appropriate remedy.
If the Disclosing Party waives the Recipient's compliance with this Agreement or fails to obtain
a protective order or other appropriate remedy, the Recipient will furnish only that portion of the
Confidential Information that is legally required to be disclosed; provided that any Confidential
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Information so disclosed shall maintain its confidentiality protection for all purposes other than
such legally compelled disclosure.
person in any kind of relationship with the Disclosing Party warranting protection of
Confidential Information, or any employee, consultant, customer, distributor, partner, joint
venturer or supplier of the Disclosing Party or Client, to cease his or her relationship with the
other party or solicit, influence, entice or in any way divert any person, employee, consultant,
customer, distributor, partner, joint venturer or supplier of the other party to do business directly
with or in any way become associated with the Company or any competitor of the Disclosing
Party or Client.
VI. NO OBLIGATIONS. Nothing herein shall obligate the Disclosing Party or Company to
proceed with any transaction between them, be it the purchase of an item or any kind of service
from the other party and each party reserves the right, in its sole discretion, to terminate the
discussions contemplated by this Agreement concerning the use or commercialization of any
products or business opportunity. Nothing in this Agreement shall be construed to restrict the
Disclosing Party´s use or disclosure of its own Confidential Information. The agreement does not
create contractual obligations of any kind, including, but not limited to, agency, partnership or
joint venture. Thus, the purpose of this Agreement is merely to afford the parties protection
against misuse of Confidential Information exchanged during the exploration of the potential
relationship.
VIII. LIMITED LICENSE TO USE. The Company recognizes that nothing in this Agreement is
intended to grant said party any rights under any patent, mask work right or copyright of the
Disclosing Party, nor shall this Agreement grant the Company any rights in or to Confidential
Information except as expressly set forth herein. The Company will not gain any intellectual
property rights under this Agreement except the limited right to use the Confidential Information
as set forth above.
IX. INDEMNITY. Each party hereby agrees to indemnify, defend, and hold the other party, as
well as its officers, agents, affiliates, representatives or employees harmless from any and all
claims, demands, costs, liabilities, losses, expenses and damages (including reasonable attorneys'
fees, costs, and expert witnesses' fees) arising out of or in connection with any claim that, taking
the claimant's allegations to be true, would result in a material breach of any duty whatsoever by
the indemnifying party of any of its warranties and covenants.
X. ATTORNEY'S FEES. In any legal action between the parties concerning this Agreement, the
prevailing party will be entitled to recover reasonable attorney's fees and costs.
XI. TERM. This Agreement shall survive until or if the Disclosing Party or Client sends the
Company a written notice explicitly stating that all Confidential Information disclosed hereunder
becomes publicly known and made generally available through no action or inaction of the
Recipient. From that time onwards, the Company must continue to protect the Confidential
Information that was received during the term of the Agreement from any unauthorized use or
disclosure indefinitely.
XII. MISCELLANEOUS PROVISIONS. This Agreement shall bind and inure to the benefit of
the parties. This Agreement will be interpreted and construed in accordance with the laws of the
State of Ohio, without regard to conflict of law principles. This Agreement shall not be
assignable to a third party by either party. Neither party may delegate its duties under this
Agreement without the prior written consent of the other party. This Agreement contains the
entire agreement between the Parties with respect to the Opportunity and supersedes all prior
written and oral agreements between the Parties regarding the business opportunity. If a court or
other body of competent jurisdiction finds any provision of this Agreement, or portion thereof, to
be invalid or unenforceable, such provision will be enforced to the maximum extent permissible
so as to effect the intent of the parties, and the remainder of this Agreement will continue in full
force and effect. No provision of this Agreement may be waived except by a writing executed by
the Party against whom the waiver is to be effective. A party's failure to enforce any provision of
this Agreement shall neither be construed as a waiver of the provision nor prevent the party from
enforcing any other provision of this Agreement. No provision of this Agreement may be
amended or otherwise modified except by a writing signed by the parties to this Agreement.
proceeding” so long as the filing is made under seal. The Company keeps under seal any and all
information unless so ordered to release it by a Court of law.
XIV. SIGNATORIES. Each Party warrants that the person indicated on signatory line to this
Agreement has all authority necessary to bind the Party and is the appropriate designated person
to sign this Agreement. Each Party warrants that the present Agreement shall be realized by
JORDAN W. TURNER on behalf of Global Justice Group, LLC. By: electronically signed by /s/
JordanW. Turner effective any and all dates.
Client (name): _______________________________ _________
(signature) (date)___________________________________________
In layman terms:
In no event shall the Company release any of the Client’s information except under order of a
Court. All information the Client provides to the Company shall be sealed and only released
upon the Client’s permission. The Client has no such obligation to the communications provided
by the Company. We will keep everything secret until or unless you say otherwise.