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  1. #1
    Join Date
    Apr 2010
    Posts
    1

    Default Revising a Non-Disclosure Agreement

    My question involves business law in the state of: MI


    Im starting a tech business in social media and im working on the business plan , i came in contact with someone who is involved with the marketing of it professionally and was interested in being consulted.He seems honest enough and he offered a nda before i even asked but, it was written up by him or his firm and its suppose to be used to protect me .I have read it over and found one or 2 things i think i want changed but, i want to see what someone else thinks first. If anyone could look this over and tell me any problems it be greatly appreciated:

    MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT


    This Mutual Confidentiality and Non-Disclosure Agreement (“Agreement") made and entered into as of this ____ day of April, 2010, is by and between , Concord MI (hereinafter “Mr. blank”) and ?apple?,(Change to my name specifically . a Michigan corporation with its principal offices at __________________________________ (hereinafter, "apple").

    RECITALS

    A. Mr. blank and apple intend to discuss certain matters regarding the business practices of apple for the purpose of advising on the development of a business and marketing plan for apple.

    B. In connection with these discussions, certain confidential and proprietary information regarding each party (such party a “Disclosing Party") may be disclosed to the other party (such party a "Recipient Party").

    C. Mr. blank and apple desire to establish the terms under which each will disclose confidential and proprietary information.

    D. Mr. blank and apple desire to establish that Mr. blank is entering into a Mentoring relationship in good will

    E. Mr. blank and apple desire to define that Mr. blank has an existing presence in Social Media and Marketing Technologies. Mr. blank, now and in the future, consults, discusses, advises, presents and sells intellectual properties, ideas and software, Social Media Platforms, and marketing tools very similar to the apple offering. Mr. blank and apple wish to further define that this Confidentiality and Non-Disclosure Agreement is in no way, shape of form a Non-Compete Agreement. This agreement in no way provides apple with the ability to stop, halt, interfere, block, ask for a legal injunction, or pursue litigation on Mr. blank’s work, employment, consulting, discussions, presentations, sales, articles, publications or other written works outside of the confidential information provided for this mentoring relationship.

    The parties agree as follows:

    1. Confidential Information. “Confidential Information” shall mean the following information of the Disclosing Party or any affiliate or subsidiary thereof:

    (a) any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, products, business plans, costs, marketing strategies, financial information, operations, customer relationships, customer profiles, customer lists, sales estimates, and performance results relating to the past, present or future business activities of the Disclosing Party or any of its subsidiaries and affiliates and the customer, clients and suppliers of any of the foregoing;

    (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Disclosing Party a competitive advantage over its competitors;

    (c) all proprietary concepts, documentation, reports, data specifications, computer software in various stages of development, source code, object code, flow charts, databases, web sites in development, inventions, information, know-how and trade secrets, whether or not patentable or copyrightable; and

    (d) any document, correspondence or other tangible manifestation of information conspicuously marked or labeled as “confidential” or “proprietary”.

    Information disclosed verbally shall be deemed Confidential Information only if the Disclosing Party identifies it as such (i) at the time of disclosure, or (ii) by written notice to the Recipient Party within ten (10) business days of the verbal disclosure.

    2. Confidentiality Obligations. Except as expressly authorized by prior written consent of the Disclosing Party, the Recipient Party shall:

    (a) limit access to any Confidential Information received by it to its employees, agents, lawyers, consultants and accountants who have a need-to-know in connection with evaluation of any potential business transaction and only for use in connection therewith, and

    (b) advise its employees, agents, lawyers, consultants and accountants having access to the Confidential Information of the proprietary nature thereof and of the obligations set forth in this Agreement; and

    (c) take appropriate action by instruction or agreement with its employees, agents, lawyers, consultants, and accountants having access to the confidential Information to fulfill its obligations under this Agreement; and

    (d) safeguard all Confidential Information received by it using a reasonable degree of care, but not less than that degree of care used by it in safeguarding its own similar information or material, and use all Confidential Information received by it solely for purposes evaluating the potential business transaction described in Recital A and for no other purpose whatsoever;

    (e) not disassemble, decompile or otherwise attempt to reverse engineer any software or data provided; and

    (f) not disclose any Confidential Information received by it, nor the discussions concerning such potential business transaction, to third parties except to its agents, lawyers, consultants and accountants.

    Upon the request of the Disclosing Party, the Recipient Party shall surrender (or confirm the destruction or nonrecoverable data erasure of computerized data) all memoranda, notes, records, drawings, manuals, records, and other documents or materials (and all copies of same, including "copies” that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) containing the Confidential Information.

    3. Exceptions to Confidentiality. The obligations of Confidentiality and restriction on use in Section 2 above shall not apply to any Confidential Information that:

    (a) was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of the Recipient Party; or

    (b) was already in the lawful possession of the Recipient Party from the Disclosing Party; or is required to be disclosed in a judicial or administrative proceeding, or as otherwise required to be disclosed by law, in any such case after all reasonable legal remedies for maintaining such information in confidence have been exhausted or by giving the Disclosing Party as much advance notice of the possibility of such disclosure as practical so the Disclosing Party may attempt to stop such disclosure or obtain a protective order concerning such disclosure; or

    (c) is disclosed by the Recipient Party in accordance with the prior written approval of the Disclosing Party.
    4. Rights in Confidential Information. This Agreement does not confer any right, license, interest or title in, to or under the Confidential Information to the Recipient Party. No license is hereby granted to the Recipient Party, by estoppel or otherwise under any patent, trademark, copyright, or other proprietary rights of the Disclosing Party. Title to the Confidential Information shall remain solely in the Disclosing Party.

    5. Enforcement and Equitable Relief. As the exclusive means of resolving through adversarial dispute resolution any disputes arising out of this agreement, a party may demand that any such dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and each party hereby consents to any such disputes being so resolved. Judgment on the award rendered in any such arbitration may be entered in any court having jurisdiction.

    6. Relationships. This Agreement does not create a joint venture or partnership between Mr. blank and apple and neither party is obligated to enter into any further contract or business relationship with the other.

    7. Term. The terms and conditions of this Agreement and all obligations of confidentiality contained herein shall apply to all Confidential Information disclosed by the Disclosing Party to the other during that period of time beginning on April 16, 2010 and ending on April 16, 2011.(make this wider of course )

    8. No Warranty. The parties understand and acknowledge that any and all information contained in the Confidential Information is being provided without any representation or warranty, express or implied, of any kind whatsoever. .

    9. General. This Agreement, its validity, construction and effect will be by the laws of the State of Michigan, excluding its conflicts of law rules. This Agreement supersedes any and all prior or contemporaneous understandings and agreements between the parties with respect to the subject matter of this Agreement and is the complete and exclusive statement thereof. This Agreement can only be modified by a written amendment executed by the parties. Waiver of any breach of this Agreement must be in writing to be effective and shall not be a waiver of any subsequent breach, nor shall it be a waiver of the underlying obligation. Should any court determine that any provision of this Agreement is not enforceable, such provision shall be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which may be withheld in such party’s sole discretion. Subject to the foregoing restriction, this Agreement shall be binding upon each party and its successors and permitted assigns and shall inure to the benefit of each party and its successors and permitted assigns.

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


    Steven blank apple
    ______________________________ By: ______________________________
    Name: ___________________________
    Title:__ _________ ___________



  2. #2
    Join Date
    Mar 2007
    Posts
    9,096

    Default Re: Nda Help Needed

    This board provides many types of advice.

    To give you true clause by clause analysis of a document of this importance to your business is beyond our scope.

    I recommend you contact an attorney and have him/her review the language.

    This is not to say anything other than you want to protect your business assets with every weapon at your disposal. Asking anonymous posters on an internet board does not give this protection the diligence it deserves.

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