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Nondisclosure Agreement

For Clients to sign and return to Company if they wish to do so.

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JordanTurner
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0% found this document useful (0 votes)
118 views5 pages

Nondisclosure Agreement

For Clients to sign and return to Company if they wish to do so.

Uploaded by

JordanTurner
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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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.

II. PROTECTION OF CONFIDENTIAL INFORMATION. Non-Use, Non-Disclosure. Recipient


agrees to all of the following: (i) To not copy any Confidential Information without prior written
consent of the Disclosing Party or Owner; (ii) To not to use any Confidential Information for any
purpose except to further the cause of the Client with their permission and the Disclosing Party
or Client; (iii) To promptly notify the Disclosing Party or Client if the Recipient understands that,
or is conscious of, any possible unauthorized disclosure or use of the Confidential Information;
(iv) To not to disclose any Confidential Information to third parties or to employees of the
Company, except to those employees who are required to have the information in order to
evaluate or engage in discussions concerning the contemplated business relationship; (v) If
applicable, the Client shall not reverse engineer, disassemble or decompile any prototypes,
software or other tangible objects which embody the Disclosing Party´s or Owner Confidential
Information and which are provided to the Company hereunder; (vi) The Client recognizes that
the they or Company have developed and/or acquired Confidential Information after a
considerable amount of time and efforts invested, making said Confidential Information valuable,
distinguishable, unique and a considerable asset, which is the property of the Disclosing Party or
Company and must be protected from any possible type of disclosure by the Company.

III. MAINTENANCE OF CONFIDENTIALITY, UNAUTHORIZED DISCLOSURE OF


INFORMATION AND REMEDIES. (i) The Company agrees that it shall take all reasonable
measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential
Information. (ii) Without limiting the foregoing, the Company shall take all reasonable measures
that the Company takes to protect its own most highly confidential information and shall have its
assistants, partners or employees who have access to Confidential Information sign a nonuse and
nondisclosure agreement in content substantially similar to the provisions hereof, prior to any
disclosure of Confidential Information to such persons. (iii) The Company shall not make any
copies of Confidential Information unless the same are previously approved in writing by the
Disclosing Party or Owner. (iv) The Company shall reproduce the Disclosing Party´s proprietary
rights notices on any such approved copies, in the same manner in which such notices were set
forth in or on the original. (v) The Company shall immediately notify the Client or Owner in the
event of any unauthorized use or disclosure of the Confidential Information. (vi) The Company
agrees that any violation or threatened violation of this Agreement will cause irreparable injury
to the Client or Owner, entitling said party to obtain injunctive relief to prevent the Company
from completely or partially disclosing the Confidential Information, in addition to all legal
remedies, including claims for losses and damages.

IV. NON-CIRCUMVENTION AND NON-SOLICITING. Notwithstanding anything to the


contrary in this Agreement, The Client agrees for itself and, if applicable, its employees, its
affiliates and any other related parties that, for a period of indefinite and unending years, it will
not engage in any action, attempt to do business with any business contact or third party of the
Disclosing Party. If such circumvention occurs the Client will be entitled to any commissions
due pursuant to this Agreement or relating to such transaction. The Company may not, for a
period of any such time the client deems necessary years following the date of this Agreement,
directly or indirectly solicit, influence or entice, or attempt to solicit, influence or entice, any
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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.

V. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request, Disclosing


Party or Client, the Company shall return all documents and other tangible objects, which in any
way relate to the Disclosing Party’s Confidential Information, or any other type of documents
representing Confidential Information and all copies thereof which are in the possession of the
Company shall be and remain the property of the Disclosing Party or Client and shall be
promptly returned to said party upon its request. In no event shall the Company have the right to
use or exploit Residuals for any purpose after return of Confidential Information to the
Disclosing Party or Client. As used herein, “Residuals” shall mean ideas, information and
understandings retained in the memory of the Recipient or Recipient's employees as a result of
their review, evaluation and testing of the Confidential Information.

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.

VII. NO WARRANTY. ALL CONFIDENTIAL INFORMATION IS PROVIDED ON AN “AS


IS” BASIS. THE DISCLOSING PARTY OR CLIENT MAKES NO WARRANTIES, EXPRESS,
IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR
PERFORMANCE OR WITH RESPECT TO NON-INFRINGEMENT OR OTHER
VIOLATION OF ANY CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY
RIGHTS OF A THIRD APRTY OR OF THE RECIPIENT, AND HEREBY DISCLAIMS ANY
AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. IN NO EVENT SHALL THE DISCLOSING PARTY OR CLIENT
BE LIABLE FOR ANY KIND OF DAMAGES THAT OCCUR IN CONNECTION WITH OR
ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE
CONFIDENTIAL INFORMATION. The Disclosing Party or Client does not represent or
warrant that any product or business plans disclosed to and shared with the Company will be
marketed or carried out as disclosed, or at all. Any actions taken by the Company in response to
disclosure of the Confidential Information shall be at the full and sole risk of the Company.
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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.

XIII. WHISTLEBLOWER IMMUNITY. This Non Disclosure Agreement recognizes the


immunity granted to the Company under the Defend Trade Secrets Act, which establishes in §
1833(b) (1) that individuals will have civil or criminal immunity for the disclosure of a trade
secret that: (a) is made “in confidence to a federal, state, or local government official, either
directly or indirectly, or to an attorney” and solely for “the purpose of reporting or investigating a
suspected violation of law”; or (b) is made in a complaint or document “filed in a lawsuit or other
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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.

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